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DocuSign Envelope ID: FE1E8B92-9595-4C5D-B35A-2BA611765673 <br /> The Services shall not be used by Client or by Authorized Users for, or on <br /> behalf of, third parties that are not authorized under this Agreement. Client <br /> shall use its best efforts to ensure that the Authorized Users use the Services <br /> in accordance with the terms and conditions of this Agreement. Client <br /> acknowledges that its right to use the Services will be web-based only <br /> pursuant to the terms of this Agreement and the Software will not be installed <br /> on any servers or other computer equipment owned or controlled by Client or <br /> otherwise provided to Client. <br /> 2. Intellectual Property Rights. <br /> a. Client acknowledges that all right, title, and interest in and to the Services <br /> and the Software, together with its codes, sequences, derivative works, <br /> organization, structure, interfaces, any documentation, data, trade names, <br /> trademarks, or other related materials (collectively, the "Provider IP"), is, and <br /> at all times shall remain, the sole and exclusive property of Provider. The <br /> Provider IP contains trade secrets and proprietary information owned by <br /> Provider and is protected by United States copyright laws (and other laws <br /> relating to intellectual property). Except the right to use the Services, as <br /> expressly provided herein, this Agreement does not grant to Client any rights <br /> to, or in, patents, copyrights, database rights, trade secrets, trade names, <br /> trademarks (whether registered or unregistered) or any other rights or licenses <br /> with respect to the Services or the Software. <br /> b. Client shall not attempt, or directly or indirectly allow any Authorized User or <br /> other third party to attempt to copy, modify, duplicate, create derivative works <br /> from, frame, mirror, republish, reverse compile, disassemble, reverse <br /> engineer, download, transmit or distribute all or any portion of the Services <br /> and/or Software in any form or media or by any means. <br /> c. The provisions of this paragraph 2 shall survive termination of this <br /> Agreement. <br /> 3. Subscription Fee. <br /> a. Client shall pay to Provider the subscription fee (the "Subscription Fee") in <br /> the amount and for the duration that Client has entered and agreed to <br /> pursuant to the sign up page for this Agreement. <br /> b. The Subscription Fee for the first Subscription Period (either month or year, <br /> as applicable) of the term of this Agreement shall be paid on the Effective <br />