Docuslgn Envelope ID:4FF851G3-ADE5-4C70-8186-BD7B11119215
<br /> efforts to make all Authorized Users aware of the provisions applicable to their use of the Services,Including the Incorporated
<br /> Documents.
<br /> (d) Use Restrict€ons.Customer may not at any time,directly or Indirectly through any Authorized User,access or
<br /> use the Services in violation of the Usage Policies,including any attempt to(1)copy, modify,or create derivative works of the
<br /> Services or Documentation, in whole or In part; (2) sell, license, or otherwise transfer or make available the Services or
<br /> Documentation except as expressly permitted by the Agreement;or(3) reverse engineer,disassemble,decomplfe,decode,or
<br /> otherwise attempt to derive or gain access to any software component of the Services,in whole or in part. Customer will not
<br /> knowingly transmit any personally Identifiable information to DebtBook or any other third-party through the Services.
<br /> (e) - Suspension.Notwithstanding anything to the contrary in the Agreement,DebtBook may temporarily suspend
<br /> Customer's and any Authorized User's access to any or all of the Services if:(1)Customer is more than 45 days late In making any
<br /> payment due under,and in accordance with,the terms of the Agreement,(2)DebtBook reasonably determines that(A)there is
<br /> a threat or attack on any of the DebtBook IP;(B)Customer's or any Authorized User's use of the DebtBook I P disrupts or poses a
<br /> security risk to the DebtBook iP or to any other customer or vendor of DebtBook;(C)Customer,or any Authorized User,is using
<br /> the DebtBook iP for fraudulent or other illegal activities; or(D) DebtBook's provision of the Services to Customer or any
<br /> Authorized User is prohibited by applicable law;or(3)any vendor of DebtBook has suspended or terminated DebtBook's access
<br /> to or use of any third-party services or products required to enable Customer to access the Services(any such suspension, a
<br /> "Service Suspension").DebtBook will use commercially reasonable efforts to(1)provide written notice of any Service Suspension
<br /> to Customer,(11)provide updates regarding resumption of access to the Services,and(Ill)resume providing access to the Services
<br /> as soon as reasonably possible afterthe event giving rise to the Service Suspension is cured.DebtBook is not liable for a ny damage,
<br /> losses,or a ny other consequences that Customer or any Authorized User may€ncu r as a result of a Service Suspension.
<br /> (f) Aggregated 5tatlstics. Notwithstanding anything to the contrary in the Agreement,DebtBook may monitor
<br /> Customer's use of the Services and collect and compile Aggregated Statistics.As between DebtBook a nd Customer,all right,title,
<br /> and Interest in Aggregated Statistics,and all intellectual property rights therein,belong to and are retained solely by DebtBook.
<br /> DebtBook may compile Aggregated Statistics based on Customer Data input into the Services.DebtBook may(1)make Aggregated
<br /> Statistics publicly available in compliance with applicable law,and(2)use Aggregated Statisticsas permitted under applicable law
<br /> so long as, in each case, DebtBook's use of any Aggregated Statistics does not identify Customer or disclose Customers
<br /> Confidential Information.
<br /> 3. Services and Su pport.
<br /> (a) Order Forms.The Services and Products,and any Service or Product speclficterms and conditions,will be set
<br /> forth in the Order Form,governed by this Agreement.Customer's execution of an Order Form constitutes a binding commitment
<br /> to purchase the Services and Products specified in such Order Form.
<br /> (b) Services Generally. Subject to the terms of the Agreement, DebtBook will grant Customer access to the
<br /> Application Servicesduringthe Initial Term and,if applicable,each subsequent Renewal Term.As part of the onboarding process,
<br /> DebtBook will provide Customer with the Onboarding Services and the level of Implementation Services indicated in the Order
<br /> Form,DebtBook will provide Customer with the Support Services throughout the Term.
<br /> (c) Implementation Services. DebtBook will provide Implementation Services for each Product to the extent
<br /> Indicated for such Product in the applicable Order Form. Unless DebtBook has agreed to provide Premium Implementation
<br /> Services for any such Product In accordance with this subsection,DebtBook will provide Customer with Guided Implementation
<br /> Services for such Product at no additional charge.At Customers request,DebtBook will identify in an Order Form those Products
<br /> for which DebtBook will provide Premium Implementation Services. For each Product indicated for Premium Implementation
<br /> Services, DebtBook will charge Customer a one-time Fee for the Premium Implementation Services as set forth in such Order
<br /> Form, Customer agrees to cooperate in good faith and to respond in a timely manner to any reasonable request for data or
<br /> information DebtBook may require to complete the Implementation Services. DebtBook is not obligated to provide any
<br /> Implementation Services after the date that is 180 days after the Effective Date of the Order Form pursuant to which DebtBook
<br /> is providing such Implementation Services.
<br /> (d) Service levels and Support. Subject to the terms and conditions of the Agreement,DebtBook will make the
<br /> Application Services and Support Services available In accordance with the S1A.
<br /> 4. Fees and Payment.
<br /> (a) fees.Customer will pay DebtBook the fees set forth in each Order Form(the"Fees").DebtBook will Invoice
<br /> Customer for all Fees in accordance with the Invoicing schedule and requirements set forth In each Order Form.Customer must
<br /> pay all Fees in US dollars within 30 days of Its receipt of a valid invoice unless other payment terms are set forth In the Customer
<br /> Terms. If Customer is a Government Entity,then Customers obligation to pay any Fees under the Agreement Is subject in all
<br /> respects to the requirements and limitations of the Governing State's prompt payment act,as amended. Except as expressly
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