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DocuSign Envelope ID: B8D6444B-B1B2-4BDD-9A42-5D5574B3927B 7 T
<br />eA, IS
<br />MASTER SERVICES AGREEMENT
<br />1. DEFINITIONS
<br />1.1 Affiliate means any company that (i) controls, (ii) is controlled by or (iii) is under common control with either Party or its parent corporation, A company shall be
<br />deemed to control a company if it has the power to direct or cause the direction of the management or policies of such company, whether through the ownership of voting
<br />securities, by contract, or otherwise.
<br />1.2 Agreement or MSA means this Master Services Agreement, Ordering Document(s), Schedules (attached hereto and/or detailed and linked within the Ordering
<br />Document(s)), and such other documents, attachments and exhibits that the parties' authorized representatives mutually agree to in writing.
<br />1.3 Client means the entity set forth on the Ordering Document(s) and receiving Subscription Services under the Agreement.
<br />1.4 Client Data means all required electronic data or information submitted by Clienito Company forthe provision of Subscription Services and/or Professional Services.
<br />1.5 Company means the entity set forth on the Ordering Document(s) and providing Subscription Services under the Agreement.
<br />1.6 Content means materials provided or posted by Company in connection with the Subscription Services, including but not limited to training courses, tests,
<br />assessments, surveys, text, images, graphics, audio and sound recordings, and videos and modifications, enhancements, or new versions thereof.
<br />1.7 Effective Date means the dale defined within the Ordering Document(s), or if no such date is defined, the date of the final required signature
<br />1.8 Intellectual Property means any and all Intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or
<br />not perfected, filed or recorded, including without limitation inventions, technology, patent rights (including patent applications and disclosures), copyrights, trade secrets,
<br />trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates,
<br />software, source code, algorithms, the generalized features of the structure, sequence and organization of software, User interfaces and screen designs, general purpose
<br />consulting and software tools, utilities and routines, logic, coherence and methods of operation of systems, training methodology and materials, which Company has created,
<br />acquired or otherwise has rights in, and may, in connection with the performance of Subscription Services or Professional Services hereunder, create, employ, provide,
<br />modify, acquire or otherwise obtain rights in.
<br />1.9 Ordering Document means the document(s), regardless of actual name, executed by the parties from time to time, which incorporates by reference the terms of
<br />this Agreement and describes order -specific information such as description of Subscription Services and/or Professional Services ordered, Subscription Metrics, fees, and
<br />other business terms Statement of Work (SOW) shall be synonymous with Ordering Document
<br />1.10 Professional Services means consulting, implementation, training, creation of custom content, or other professional services to be performed by the Company
<br />described in the attached Ordering Document or Schedule to this Agreement mutually agreed to by the parties in writing,
<br />1.11 Schedule means a product -specific set of terms and conditions that serves as an addendum to this Agreement and will either come attached hereto and/or be
<br />referenced within the Ordering Document(s) with a hyperlink provided.
<br />1.12 Site means the web interface at a URL designated by Company.
<br />1.13 Subscription Metrics means each of the per-unit metrics specified in the Ordering Documents to describe the scope of Client's right to use each of the Subscription
<br />Services, such as the maximum number of Users, restricted Users, Content type, and the like.
<br />1.14 Subscription Services means services described in the relevant schedule.
<br />1.15 Subscription Start Date means the date specified on the Ordering Document(s).
<br />1.16 Users) means those persons who (a) have been authorized by Client to access and use the Subscription Services and Professional Services for data analytics,
<br />testing and skill assessments, and/or training and education purposes; (b) have complied with any registration requirements reasonably requested by Company, (c) have
<br />been issued a personal and unique User ID and Password; and (c) have acknowledged, where required, the terms and conditions applicable to the particular Subscription
<br />Services Only current employees and independent contractors of Client are eligible to be Users.
<br />2. USE RIGHTS
<br />2.1 Grant of Use. Subject to the terms of the Agreement, Company grants to Client the right to access and use the Subscription Services described in the Ordering
<br />Document(s), solely for its internal business purposes and solely in connection with the personal training, analysis, or assessment of its Users or business.
<br />2.2 Authorized Users, ClIentshall provide Company with the required demographic data for all Users in thespecified electronic formal provided by Companyto complete
<br />the initial registration process. Client agrees not to activate and deactivate Users repeatedly as a method of keeping the number of Users within range of the Subscription
<br />Metrics staled in the Ordering Document(s).
<br />2.3 Acceptable Use. Client and all Users shall use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws and
<br />regulations. Client agrees and shall ensure that Users agree not to post or upload any content or data which (i) is libelous, defamatory, obscene, pornographic, abusive,
<br />harassing or threatening; (ii) contains computer viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents or programs; (iii)
<br />violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (iv) otherwise violates any applicable
<br />law. Client further agrees and shall ensure that Users agree not to Interfere or disrupt networks connected to the Subscription Services, not to interfere with another entity's
<br />use of similar services and to comply with all regulations, policies and procedures of networks connected to the Subscription Services. Company may remove any violating
<br />content posted on the Subscription Services or transmitted through the Subscription Services without notice. Company may suspend or terminate any User's access to the
<br />Subscription Services in the event that Company reasonably determines that such User has violated the terms and conditions of this Agreement.
<br />2.4 Restrictions. Client shall not itself, or through any affiliate, employee, contractor, agent or other third party (i) sell, resell, distribute, host, lease, rent, license or
<br />sublicense, in whole or in part, the Subscription Services, the Site or access thereto; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse
<br />engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Subscription Services, in whole or in
<br />part; (iii) allow access to, provide, divulge or make available the Site or the Subscription Services to anyone other than an authorized User; (iv) create derivative works
<br />based upon the Subscription Services; or modify, adapt, translate or otherwise make any changes to the Subscription Services or any part thereof; (v) use the Subscription
<br />Services to provide processing services to third parties, or otherwise use the same on a 'service bureau' basis; (vi) disclose or publish, without Company's prior written
<br />consent, performance or capacity statistics or the results of any benchmark test performed on the Subscription Services; or (vii) remove from any Subscription Services or
<br />other materials owned by Company identification, patent, copyright, trademark or other notices. Proprietary notices, including without limitation patents, copyrights and
<br />trademarks notices, as well as disclaimer notices, must be reproduced on any such authorized copies.
<br />2.5 Enforcement. Client shall (i) ensure that all Users of Subscription Services comply with the terms and conditions of this Agreement, (ii) promptly notify Company of
<br />any actual or suspected violation thereof and (iii) cooperate with Company with respect to investigation and enforcement of the Agreement. Client shall be solely responsible
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