Tribal Platforms Subscription License & Services Addendum

This Arctic IT Tribal Platforms Subscription License & Services Addendum (“Tribal Platforms Addendum”) describes how Arctic IT provides technical support for its Subscription License & Services. The following terms and conditions will apply to Clients that are procuring Tribal Platforms subscription licenses as referenced in the applicable Statement of Work (SOW). Unless otherwise indicated, capitalized terms are defined in the Terms & Conditions of the applicable SOW and the Agreement.

Tribal Platforms Description & Relationship to Microsoft Subscription Licenses.
1. Tribal Platforms, Microsoft Licenses. Arctic IT is the owner and developer of Tribal Platforms (“Tribal Platforms”), a software solution that is designed to assist tribal entities with various administrative tasks with respect to tribal operations, as described in this Tribal Platforms Addendum. Tribal Platforms works in conjunction with software products developed and provided separately by Microsoft Corporation (“Microsoft”). Client’s ability to use Tribal Platforms is dependent on Client purchasing, paying for, and maintaining a separate license to use the required Microsoft software products directly from Microsoft. Pursuant to separate written agreements between Microsoft and Arctic IT, Arctic IT is an authorized Microsoft Resale Partner, with the right to resell software licenses to Client.
2. Governing Agreements.
  1. Tribal Platforms. Client’s rights and obligations with respect to Tribal Platforms are governed solely and exclusively by the terms and conditions as specified in this Tribal Platforms Addendum.
  2. Microsoft Licenses and Disclaimer. Client’s rights and obligations with respect to Microsoft licenses will be governed solely and exclusively by Client’s license agreements with Microsoft. Client acknowledges that Arctic IT is not a party to any Microsoft licenses that are resold by Arctic IT and that Arctic IT has no control over any of the terms and conditions, or the performance of, any of the licensing or usage agreements for such licenses, all of which are exclusively governed by Client’s agreements with Microsoft. Arctic IT expressly disclaims any representations or warranties with regard to such licenses with Microsoft and will not be responsible, or liable to Client or any of Client’s end-users, in any manner with respect to such licenses.
Tribal Platforms Subscription License Grant and Restrictions.
1. Subscription License Grant. Subject to Client’s payment of the applicable Recurring Service Fees and its compliance with the other terms and conditions of the Agreement, including those specified in this Tribal Platforms Addendum, Arctic IT hereby grants to Client a royalty-free, non-transferable, non-sublicensable, non-exclusive, subscription license to use Tribal Platforms and any future updates or upgrades that Client may receive from Arctic IT under the applicable SOW. Client expressly acknowledges, understands, and agrees that Client’s license and right to use Tribal Platforms is conditioned on Client’s timely payment of the Recurring Service Fees associated with the subscription license and that Client’s subscription license will automatically terminate should Client fail to pay in full each Recurring Service Fee when due, in accordance with the applicable SOW and the Agreement.
2. Authorized Use and Licensed Users. Tribal Platforms will be used only by employees, contractors, subcontractors, and authorized agents of Client (“Client Authorized Users”) while performing services on behalf of Client. Client’s Tribal Platforms subscription license is limited to the named Client entity, and Client must purchase a separate subscription for any subsidiary, affiliate, or related tribal entity of Client that wishes to use or access Tribal Platforms, each of which must separately meet the licensed user’s requirements as defined in the applicable SOW. Client agrees that any breach of the terms of this Tribal Platforms Addendum, the applicable SOW, or the Agreement by any of its Client Authorized Users or other persons or entities who access Tribal Platforms through Client and/or Client’s credentials will constitute a breach of the Agreement by Client.
3. Arctic IT Audit Rights. Arctic IT reserves the right, at its expense, to periodically, but no more frequently than once each calendar quarter, review and audit Client’s Tribal Platforms operating environment to confirm that Client’s use of Tribal Platforms is limited solely to Client Authorized Users. If Client’s actual end-users are found to be individuals other than Client Authorized Users, then Client will pay or reimburse Arctic IT for the reasonable actual costs of performing such review and audit, will require each subsidiary or affiliate of Client to purchase its own separate Tribal Platforms subscription license from Arctic IT, and will be liable for all Fees associated with such unauthorized use by such individuals.
4. Termination for Non-Payment. In the event that Client fails to make timely payment of all required Recurring Service Fees for the Tribal Platforms subscription license when due, Arctic IT will have the right, upon ten (10) days prior written notice to Client, to terminate the subscription license and direct Client to take the actions set forth in Section 3 of this Tribal Platforms Addendum, below.
5. Restrictions. Except as permitted in Sections 2.a and 2.b above, Client will not allow any other person or entity to access or use Tribal Platforms. In addition, Client will not:
  1. Use the Tribal Platforms to violate any law or regulation or to facilitate the violation of any law or regulation;
  2. Modify, decompile, disassemble, or reverse engineer Tribal Platforms or otherwise attempt to learn the source code, structure, algorithms, or ideas underlying Tribal Platforms;
  3. Create derivative works based on Tribal Platforms; or
  4. Download, copy, assign, pledge, rent, lease, timeshare, transfer, bundle, distribute, sell, license, or grant any rights in Tribal Platforms to any other person or entity, without the prior written consent of Arctic IT.
    Client will have no right to access, create, or receive any source code with respect to Tribal Platforms.
Client Obligations Upon Termination of Tribal Platforms Subscription License.
1. Upon termination of the Tribal Platforms subscription license or Microsoft licenses for any reason, Arctic IT will provide Client with the following limited access to Tribal Platforms:
  1. Client will have limited access to Tribal Platforms in “read-only” format (i.e., Client will be able to view but not change Client’s data files);
  2. Such limited access will be provided by Arctic IT and could be further restricted by Microsoft, free of charge and only for a period up to ninety (90) consecutive calendar days following the termination date, and solely for the purpose of enabling Client to export Client’s Tribal Platforms data files.
  3. Upon the expiration of such ninety (90) day period:
    1. Arctic IT will have the right, but not the obligation, to delete or otherwise destroy any remaining Client Tribal Platforms data files.
    2. Client’s right to such limited access to Tribal Platforms will automatically end without further notice, and without liability or obligation on the part of Arctic IT.
2. Effective on the date Client’s Tribal Platforms subscription license terminates, Client will, at Client’s expense, promptly do the following:
  1. Notify all users that the Tribal Platforms subscription license has been terminated and direct them to stop using Tribal Platforms effective as of the date of termination;
  2. Not permit the use of Tribal Platforms after the subscription license has been terminated, except to view and export Client’s data files as permitted under Section 3(a) above.
  3. Take such reasonable actions as Arctic IT will direct to disable, de-install, and otherwise remove Tribal Platforms from Client’s IT systems and return all copies of Tribal Platforms related documentation to Arctic IT.
  4. Begin the process of exporting Client data files out of Tribal Platforms, which process must be completed within the ninety (90) day period provided in Section 3(a) above.
  5. For a period of 180 days after the termination of Client’s Tribal Platforms subscription license, allow Arctic IT reasonable access to Client’s IT systems to verify that Client’s use of Tribal Platforms has ceased and that Client is in compliance with the terms and conditions of the applicable SOW and the Agreement, including Section 3 of this Tribal Platforms Addendum.
Arctic IT’s Right to Sell, Assign, or Discontinue Tribal Platforms. Arctic IT expressly reserves the following rights:
1. In the event that Arctic IT elects to sell, assign or otherwise transfer any or all of its rights, title, and interest in Tribal Platforms to a successor, Arctic IT may, upon reasonable prior written notice to Client, transfer some or all of Arctic IT’s rights, and delegate some or all of Arctic IT’s duties, with respect to providing the Tribal Platforms subscription license under this Tribal Platforms Addendum, to such successor. Upon receipt of such notice from Arctic IT, Client will make payment of amounts that become due under this Tribal Platforms Addendum to the designated successor after the date of such notice, and Arctic IT, its subsidiaries, affiliates, officers, and directors, will be automatically released from any and all further obligations to Client with respect to the rights assigned or duties delegated.
2. Arctic IT may terminate the Tribal Platforms license upon six (6) calendar months’ prior written notice to Client in any of the following events (or such shorter period as reasonably required to comply with any action of Microsoft with regard to Microsoft license agreements):
  1. Microsoft terminates any required Microsoft subscription licensing or otherwise substantially changes or alters the model for providing these services from those contemplated in the applicable SOW and this Tribal Platforms Addendum, or
  2. Arctic IT elects, in its sole discretion, to no longer offer Tribal Platforms as a product or service;
    In either such event, Client will have no further obligation to pay for the Tribal Platforms subscription license after the termination date, and Client will comply with the requirements of Section 3 of this Tribal Platforms Addendum.
Arctic IT Intellectual Property Rights & Ownership.
1. Tribal Platforms, including without limitation, all know-how, concepts, source code, other computer code, algorithms, logic, and specifications, logos, trade names and trade dress, and any and all derivative works, modifications, additions, updates, upgrades, or enhancements to any of them, are all proprietary to, and exclusively owned by, Arctic IT and are protected by applicable copyright and other intellectual property rights, laws, rules, and regulations. Client agrees not to remove any Tribal Platforms product identification or notices of proprietary restrictions, copyright, trademark, registration, or other indication of intellectual property rights from any documents, instruments, or tangible equipment or items received from Arctic IT. Client understands, acknowledges, and agrees, to and for the benefit of Arctic IT, that all right, title, and interest in and to Tribal Platforms and any and all derivative works, modifications, additions, updates, upgrades, or enhancements made to any of them are exclusively retained by Arctic IT. No license, right, title, or interest in Arctic IT’s logos or trademarks, copyrights, trade names, or trade dress is granted to Client under this Tribal Platforms Addendum, the applicable SOW, or the Agreement. The use of Tribal Platforms is licensed by subscription (not sold) under this Tribal Platforms Addendum, the applicable SOW, and the Agreement. Except as expressly stated in this Tribal Platforms Addendum to the applicable SOW, no license or other right is granted in Tribal Platforms, directly or by implication, inducement, estoppel, or otherwise.
2. Client will not register, apply for, or take any other action to acquire any right, title, or interest with respect to Tribal Platforms or any copyright, trademark, trade name, product name, patent, or other proprietary rights of Arctic IT or any of its subsidiaries or affiliates in any jurisdiction, whether or not Arctic IT or any of its subsidiaries or affiliates has taken any action to effect, perfect, register or enforce such rights in any such jurisdiction.
Tribal Platforms Dependence on Microsoft Subscription Licensing, Client Obligations. Client understands, acknowledges, and agrees to and for the benefit of Arctic IT, that:
1. Client must separately purchase and maintain a current and up-to-date version of the required Microsoft subscription licensing to operate the Tribal Platforms software and application(s) licensed under the applicable SOW and the Agreement;
2. Arctic IT has no ability to either access or control the required Microsoft subscription licensing, which is a proprietary product exclusively designed, developed, updated, provided, provided, and controlled by Microsoft;
3. Arctic IT has no control over any of the Microsoft terms and conditions related to termination and data retention. Microsoft’s terms and conditions apply as stated in the Microsoft Customer Agreement. Arctic IT is not responsible if Microsoft deletes data or restricts access to the data stored within Tribal Platforms.
4. Arctic IT may periodically issue updates or upgrades to Tribal Platforms which are included in the subscription license granted under the applicable SOW and the Agreement, and it is Client’s obligation to cooperate fully with Arctic IT to deploy any updates or upgrades to the Tribal Platforms software that Arctic IT elects to issue and to keep the Tribal Platforms software current with Microsoft updates or upgrades;
5. Tribal Platforms and/or the application(s) do not include any automatic or routine backup feature, so it will be Client’s sole responsibility to initiate a routine or periodic backup of all documents, data, or information entered or used in connection with the Tribal Platforms software;
6. Client’s sole and exclusive remedy for any issues of incompatibility or defective performance of Tribal Platforms that is related to the required Microsoft platform will be limited to repair or replacement by Arctic IT in the form of one (1) or more Tribal Platforms software updates or upgrades, to the extent that Arctic IT elects to issue any such updates or upgrades; and any services to remediate issues introduced by Microsoft changes to the Microsoft platform which impact customizations made to Tribal Platforms for Client will be limited in Scope, as defined by the Arctic IT ArcticAscend Services Plan executed by Client;
7. Client accepts the risk that Arctic IT may not be able or willing to address any such Microsoft issue by means of updates or upgrades to the Tribal Platforms software or application(s) licensed under SOW and this Tribal Platforms Addendum, in which case Tribal Platforms and/or the related application(s) may not function as intended; and in such event, Client will be free, upon ten (10) days prior written notice to Arctic IT, to cancel the incompatible or defective portion of the Tribal Platforms or application(s) subscription that Arctic IT has been unable or unwilling to cure by update, which cancellation will be Client’s sole and exclusive remedy.
Limitations on Performance. Arctic IT will not be liable or responsible for any failure in the performance of Tribal Platforms that is due in whole or in part to any of the following, and any use by Client of Tribal Platforms in the following circumstances will cause Arctic IT’s warranties with regard to Tribal Platforms to cease to apply and Client’s use of Tribal Platforms to be on an “AS IS” “WHERE IS” basis:
1. Client’s failure or refusal to obtain and maintain current and up-to-date license(s) and versions of the required Microsoft software products;
2. Client’s development and/or use of any internet-based portal or other functionality to interface with or otherwise connect to Tribal Platforms that is not provided or supported by Arctic IT, including without limitation through any Microsoft software product (an “Unsupported Portal”);
3. Any failure or performance issues in or connected with the Microsoft platform and/or any update thereof issued by Microsoft (or that Microsoft fails to issue) that causes Tribal Platforms or any of the application(s) licensed under the applicable SOW and this Tribal Platforms Addendum to fail to perform or to perform defectively or inaccurately in any respect;
4. Client’s failure or refusal to cooperate with Arctic IT regarding the setup of Tribal Platforms software updates or upgrades issued by Arctic IT and/or any connectivity, speed, or other issues of any kind whatsoever, associated with Client accessing any such updates or upgrades; and/or
5. Client’s failure or refusal to engage in a routine or periodic backup of documents, data, and/or information associated with its use of Tribal Platforms and/or the application(s).
Arctic IT Limited Warranty, Disclaimer & Exclusive Remedies for Breach of Warranty.
1. With respect to Tribal Platforms, Arctic IT represents and warrants as follows:
  1. Arctic IT is the author and developer of Tribal Platforms and has the right to convey a subscription license to Client for use of Tribal Platforms, in accordance with the applicable SOW and this Tribal Platforms Addendum; and
  2. Tribal Platforms will perform substantially in accordance with Arctic IT’s published documentation or specifications.
2. Except as expressly set forth in Section 8(a) above, Tribal Platforms is provided “AS-IS,” “WHERE-IS.” To the maximum extent permitted by applicable law, Arctic IT makes no representations or warranties of any kind, whether express or implied (either in fact or by operation of law) with respect to Tribal Platforms, and Arctic IT expressly disclaims all warranties of merchantability, fitness for a particular purpose, and non-infringement, and all warranties arising from conduct, course of dealing, or custom of trade. Arctic IT makes no warranty that Tribal Platforms will operate properly on any Client systems or with any Microsoft or other software or hardware product or platform. Arctic IT makes no representation or warranty that Tribal Platforms complies with applicable regulatory requirements or any applicable requirements of any governmental authority in any geographic region. Use of Tribal Platforms is entirely at Client’s own risk and, except as set forth above, Arctic IT will have no liability or responsibility for such use.
3. If Client notifies Arctic IT in writing (email is acceptable) and in reasonable detail of the nature and extent of a defect or failure to perform in Tribal Platforms that violates the foregoing limited warranty, within thirty (30) days after becoming aware of any such defect or failure, Arctic IT will use its Best Efforts in good faith to repair or replace the affected portion of Tribal Platforms that fails to satisfy the foregoing limited warranty. If Arctic IT determines that it is unable to repair or replace the affected portion of Tribal Platforms in a manner that complies with the foregoing limited warranty through the exercise of Best Efforts, Arctic IT will, at its discretion, refund Client the Fee(s) paid for the affected portion of Tribal Platforms which failed to meet such warranty standard. The foregoing remedies of repair, replace, or discretionary refund of fees will be Client’s sole and exclusive remedy for any Arctic IT breach of warranty under the Agreement.
Client Additional Indemnities. In addition to the indemnities provided under the Terms & Conditions of the Agreement, Client agrees to the following additional indemnities that will apply to Tribal Platforms and the subscription license granted under this Tribal Platforms Addendum. Client will defend, indemnify and hold Arctic IT, its parent, subsidiaries, and affiliates, and all of their respective officers, directors, shareholders, members, agents, employees, and contractors harmless from and against any claims, demands, actions, suits, penalties, judgments, costs, and Fees, including reasonable actual attorney’s Fees and legal costs arising from or related to any of the following:
1. Setup and use of Tribal Platforms outside generally accepted industry standards;
2. Any customizations, implementation services, modifications, or alterations made with respect to Tribal Platforms that are performed by anyone other than Arctic IT, including, without limitation, any Unsupported Portal (as defined in Section 7 above);
3. Any breach by Client of the Terms & Conditions of the Agreement, the applicable SOW, or this Tribal Platforms Addendum;
4. Any claim of any nature whatsoever arising from Client’s tribal enrollees, members, citizens, or other persons whose data or information has been entered, stored, or processed through Tribal Platforms.

Version 10.14.2025

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