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Rev. 1.01
<br />Page 3 of 7
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<br />3.2 Usage Limits.
<br />Services and Content are subject to usage limits, including, for example, the number of users specified in
<br />Order Forms. A User identification may be reassigned to a new individual replacing one who no longer
<br />requires ongoing use of the Service or Content. If You exceed a contractual usage limit, We may work with
<br />You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are
<br />unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional
<br />users of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess
<br />usage in accordance with Section 5.2 (Invoicing and Payment).
<br />3.3 Your Responsibilities.
<br />You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy,
<br />quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially
<br />reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly
<br />of any such unauthorized access or use.
<br />3.4 Usage Restrictions.
<br />You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of,
<br />anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or
<br />Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to
<br />store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit
<br />material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e)
<br />interfere with or disrupt the integrity or performance of any Service or third-party data contained therein,
<br />(f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g)
<br />permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual
<br />usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content
<br />except as permitted herein or in an Order Form , (j) frame or mirror any part of any Service or Content,
<br />other than framing on Your own intranets or otherwise for Your own internal business purposes, (k) access
<br />any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service
<br />(to the extent such restriction is permitted by law).
<br />3.5. Removal of Content.
<br />If We are required by a licensor to remove Content, or receive information that Content provided to You
<br />may violate applicable law or third-party rights, We may so notify You and in such event You will promptly
<br />remove such Content from Your systems. If You do not take required action in accordance with the above,
<br />We may disable the applicable Content, Service until the potential violation is resolved.
<br />4. FEES AND PAYMENT FOR PURCHASED SERVICES
<br />4.1. Fees.
<br />You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form,
<br />(i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are
<br />non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during
<br />the relevant subscription term.
<br />4.2. Invoicing and Payment.
<br />You will provide Us with valid and updated credit card information, or with a valid purchase order or
<br />alternative document reasonably acceptable to Us. If You provide credit card information to Us, You
<br />authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial
<br />subscription term and any renewal subscription term(s) as set forth in Section 9.1 (Term of Purchased
<br />Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different
<br />billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by
<br />a method other than a credit card, We will invoice You in advance and otherwise in accordance with the
<br />relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days
<br />from the invoice date. You are responsible for providing complete and accurate billing and contact
<br />information to Us and notifying Us of any changes to such information.
<br />DocuSign Envelope ID: A02BA949-9D15-4C84-8EF8-1B9312966848
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