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Last modified
1/10/2022 4:39:35 PM
Creation date
11/24/2021 2:40:35 PM
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Template:
Contracts
Company Name
NEXT REQUEST
Contract #
N-2021-231
Agency
Information Technology
Expiration Date
11/30/2024
Insurance Exp Date
1/1/1900
Destruction Year
2029
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worldwide,non-exclusive, royalty-free, fully-paid, non-transferrable, irrevocable, <br /> perpetual, and non-sublicensable right to use Usage Data for the Purpose. <br /> 2.6. Transfer of Content. Customer Content may be disclosed and otherwise transferred to <br /> an acquirer, or successor or assignee as part of any merger, acquisition, debt financing, <br /> sale of company assets, or similar transaction, as well as in the event of an insolvency, <br /> bankruptcy, or receivership in which such data is transferred to one or more third <br /> parties as a NextRequest business asset. <br /> 2.7. Feedback and improvements. Any suggestions provided by Customer to NextRequest <br /> with respect to NextRequest's products or services shall be collectively deemed <br /> "Feedback." NextRequest will be free to use Feedback without any obligation to <br /> Customer and Customer hereby assigns to NextRequest all rights, title, and interest in <br /> and to any Feedback. NextRequest will be considered the sole author of all <br /> modifications or improvements to the Service. NextRequest may use Customer Content <br /> to improve the Service and shall be the sole owner of any such improvements, so long <br /> as such use protects the confidentiality of Customer Content. <br /> 3. Customer Obligations <br /> 3.1. Payment. Customer will make all payments required under Section 5. <br /> 3.2. Security. Customer will protect the accounts, passwords, and other authentication <br /> information Customer uses to access the Service and any NextRequest system, and will <br /> be responsible for any activity attributable to a Customer account or Customer Users. <br /> Customer's user names, passwords, other login information or personal information <br /> may be stored by NextRequest or its Service Providers in the course of providing <br /> Service and may be available to the NextRequest application and Service Providers. <br /> 3.3. Laws Applicable to Customer. Customer is solely responsible for Customer Content <br /> and will comply with all laws applicable to Customer's use of the Service,including <br /> without limitation privacy and security laws and laws regarding the export of data or <br /> software. NextRequest shall not be liable for any damages that arise due to Customer or <br /> Customer Users'publication,processing, storage or transmission of any information in <br /> violation of any law. Customer represents and warrants that it has reviewed the <br /> Security Plan carefully and has made its own, independent determination whether the <br /> levels of privacy and security set forth in the Security Plan are sufficient for Customer's <br /> use of the Service. Customer acknowledges and agrees that the Service, including <br /> without limitation the degree of privacy and security provided by the Service, may not <br /> comply with special privacy and security requirements relating to the processing, <br /> storage or transmission of Sensitive Information. Customer will not use the Service to <br /> process any information subject to the Health Insurance Portability and Accountability <br /> Act("HIPAA"). Customer agrees that if Customer uses the Service to process Sensitive <br /> Information, any such use is at Customer's own risk and NextRequest will have no <br /> liability to Customer or any third party arising out of or relating to such use. Customer <br /> will indemnify NextRequest and its Service Providers against any and all damages, <br /> liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or <br /> relating to such use. Customer will not disclose to NextRequest or any third party any <br /> information that Customer is prohibited by any law or regulation from disclosing. To <br />
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