Provided that (i) such modifications and enhancements have no adverse material impact on the Enterprise Services or on the security of the Anthem Data or of Anthem’s systems and (ii) such modifications and enhancements cause no increase in fees or other costs chargeable to Anthem hereunder.
The failure of Customer or Customer’s applicable Administrator to provide the necessary data to Castlight shall, during any period in which such necessary data is not provided, relieve Castlight of: (1) its obligation to provide access to such Customer to Engage Elite, Engage Elite Plus, or Essentials Services as applicable and (2) any report timeliness standards set forth in the SaaS Agreement or this SOF 5 related to the due date of any report that requires such data, and any other obligations with respect to provision of access to such Customer to Engage Elite, Engage Elite Plus, or Essentials Services as a applicable. The communication shall inform the Customer that if the data is not provided, Castlight will be relieved of the obligation to provide access to Engage Elite, Engage Elite Plus, or Essentials Services as applicable until such time as the data is received by Castlight. For each Customer receiving access to Engage Elite, Engage Elite Plus, or Essentials Services under an Attachment, Anthem shall communicate to such Customer in writing the need for Customer or its applicable Administrator(s) to provide Castlight with data needed by Castlight to provide the services on Anthem’s behalf.
Failure of Administrator(s) to Provide Data for Engage Elite, Engage Elite Plus, or Essentials Services. For clarity, for purposes of executing and terminating Customer Attachments in accordance with this Section IV, the provisions of Section 18.5 of the SaaS Agreement shall not apply.Ĭ. In the event of a conflict between the terms of the SaaS Agreement or this SOF5 and the terms of a Customer-specific Attachment, the terms of the SaaS Agreement and this SOF 5 shall control. Anthem shall be free to determine the prices charged to each Customer for access to and use of the Enterprise Services, and shall not be required to meet any minimum sales volume or annual recurring revenue.
Castlight shall provide the applicable Enterprise Services for each such Customer in accordance with the Customer-specific Attachment. Anthem shall submit each Attachment to Castlight via e-mail to (or to such other e-mail address as may be specified by Castlight to Anthem in writing), and Castlight’s confirmation of its receipt of such Attachment shall be provided via e-mail. The Parties shall agree on an attachment substantially in the form of Addendum F hereto (“ Attachment ”) for each Customer to which Anthem resells one or more Enterprise Services.
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