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DocuSign Envelope ID: B8D6444B-B1 B2-4BDD-9A42-5D5574B3927B
<br />for all acts and omissions of its Users In connection with their access and use of the Subscription Services.
<br />2.6 Environment. The Subscription Services will be hosted on a server that is maintained by Company or its designated third -party subcontractor. User access to the
<br />Subscription Services is provided through the Site. Client is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the Site,
<br />including but not limited to Internet access and telecommunications network with adequate bandwidth.
<br />2.7 Availability. Company shall use commercially reasonable efforts to make the Subscription Services available 247, except for scheduled downtime events where
<br />notice is provided to Client, emergency downtime events, or Internet service provider failures or delays. Company will use commercially reasonable efforts to perform
<br />scheduled downtime events outside of normal business hours. Client acknowledges that the Subscription Services may be subject to limitations, delays, and other problems
<br />Inherent in the use of the Internal and electronic communications; Company is not responsible for any delays, delivery failures, or other damage resulting from such
<br />problems.
<br />2.8 Content. Access to Content, if applicable, shall be provided by Company through the Subscription Services. Client is responsible for selecting which Content will be
<br />available to authorized Users, Company continuously reviews and updates Content based on an ongoing -needs analysis, Company reserves the right to add, revise, or
<br />withdraw from its Content any Item or part of an item in its sole discretion.
<br />2.9 Site Administrator. Client shall designate a primary contact who shall function as the liaison to Company and who shall be trained by Company so that the contact
<br />shall be able to train and support Users on the use of the Subscription Services (Site Administrator). The Site Administrator shall be the primary interface with Company
<br />on all Issues related to the Subscription Services.
<br />2,10 Passwords. Client is responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized User. Client
<br />is entirely responsible for any and all activities that occur under its account. Client shall immediately notify Company of any unauthorized use or any other breach of security
<br />known to Client. Company ahatI have no liability for any loss or damage arising from Client's failure to comply with these requirements.
<br />2,11 Client Data Responsibilities. Client shall be solely responsible for the accuracy, quality, integrity and legality of data uploaded in the Subscription Services by
<br />Client. Client shall own or shall obtain all proprietary rights necessary, including copyrights, patents, and trade secrets, in and to any content or data It provides, develops,
<br />or uploads for use in the Subscription Services, Client authorizes Company and the data center to serve as the host and repository for the data Client enters Into the
<br />Subscription Services.
<br />2.12 Changes. Company reserves the right to add and/or substitute functionally equivalent products in the event of product unavailability, end-of-Iife, or changes to
<br />software requirements. Company regularly updates the Subscription Services, meaning that such Subscription Services are continually evolving. Some of these changes
<br />will occur automatically, while others may require Client to schedule and implement the changes
<br />3. PROFESSIONAL SERVICES
<br />3.1 Cooperation. Client shall provide Company with good -faith cooperation and access to such information, facilities, personnel and equipment as Company may
<br />reasonably require in order to provide the Professional Services. Client acknowledges that Company's performance Is dependent upon the timely and effective completion
<br />of Clients responsibilities hereunder and Client's timely decisions and approvals in connection with the Professional Services. Company shall be entitled to rely on all such
<br />decisions and approvals.
<br />4, FINANCIAL TERMS
<br />4,1 Fees, Payment Terms, and Taxes. Fees and payment terms are specified in the applicable Ordering Document. All payments made hereunder shall be in US
<br />Dollars. Company may, after the first twelve (12) months of the Initial term, and not more than once in a twelve (12) month period, modify the fees for Subscription Services
<br />upon sixty (60) days' written notice Payment of all fees is due thirty (30) days after the invoice date. Interest accrues on past -due balances at 1% per month. Failure to
<br />make timely payments shall be a material breach of the Agreement and Company will be entitled (1) to suspend any or all Subscription Services or Professional Services
<br />hereunder upon thirty (30) days' written notice to Client and/or (3i) to modify the payment terms, and to request full payment before any additional performance is rendered
<br />by Company. Unless expressly provided otherwise, prices do not include taxes. Client agrees to pay any federal, state or local sales, use, personal property, excise taxes
<br />or other taxes arising out of this Agreement
<br />4.2 Subscription Metrics. Client understands and agrees that (i) all fees are based on the Subscription Metrics purchased and that (ii) unless expressly stated otherwise
<br />in the Ordering Document, the quantlty(ies) of Subscription Metrics provided in the initial Ordering Document or most recent amendment, if applicable, represent minimum
<br />amounts that Client has committed to for the Subscription Service Term (as defined in Section 9.2). Additional Subscription Metrics must be purchased in the event actual
<br />use exceeds the licensed quantity, at Company's then -current fees. Additional Subscription Metros, if any, are prorated for the remainder of the then -current Subscription
<br />Services Term. There shall be no fee adjustments or refunds for any decreases in usage during Subscription Services Term.
<br />4.3 Professional Services, Additional Professional Services may be provided on a time and materials (T&M) basis at the Company T&M rates in effect at the time the
<br />Professional Services are performed or on a fixed fee basis, as indicated in an Ordering Document. On a T&M engagement, if an estimated total amount is stated in the
<br />Ordering Document, that amount is solely a good-failh estimate for Client's budgeting and Company's resource scheduling purposes and not a guarantee that the work will
<br />be completed for that amount. On a fixed fee engagement, Professional Services purchased must be used within, and prices quoted are valid for, the time period specified
<br />in the Ordering Document. Hours that are not used or have expired are non-refundable.
<br />4.4 No Contingencies. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any
<br />oral or written comments made by Company regarding future functionality or features.
<br />5. CONFIDENTIALITY
<br />5.1 Confidential Information. Each party hereby agrees that it will not use or disclose any Confidential Information received from the other party other than as expressly
<br />permitted under the terms of this Agreement or as expressly authorized in writing by the other party Confidential Information means any and all information disclosed by
<br />either party to the other which is marked "confidential" or "proprietary" or which should be reasonably understood by each party to be confidential or proprietary, including,
<br />but not limited to, the terms and conditions (but not the existence) of this Agreement, all trade secrets, intellectual Property as well as results of testing and benchmarking
<br />of the Subscriefion Services. Each party will protect the other party's Confidential Information from unauthorized dissemination and use the same degree of care that each
<br />such party uses to protect its own confidential information, but in no event less than a reasonable amount of care. Company may use, for purposes outside of this Agreement,
<br />anonymous, de -identified data; however, Company agrees not to use or disclose this information to the extent prohibited by applicable law. Information shall not be
<br />considered Confidential Information to the extent, but only to the extent, that the receiving party can establish that such information (i) is or becomes generally known or
<br />available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession before receipt from the disclosing party without a duty of
<br />confidentiality; (iii) is lawfully obtained from a third -party who has the right to make such disclosure on a non -confidential basis; or (iv) has been Independently developed
<br />by one party without reference to any Confidential Information of the other.
<br />5.2 Compelled Disclosure, A party (Disclosing Party) may disclose Confidential Information of the other party if it is compelled by law to do so, provided the Disclosing
<br />Party gives the other party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party
<br />wishes to contest the disclosure.
<br />Master Services Agreement Page 2 of 5
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