2021-252-E-County Manager-Dude Solutions Contract safety center app

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A‐0000000464 CONFIDENTIAL 3 Rev . 03/31/2020 clauses (i) through (iv); and (vi) divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired. 1.17 “Order Form” means DSI’s ordering document or online order specifying the Services to be provided hereunder that is entered into between Subscriber and DSI or its Affiliates, including any addenda and supplements. Entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party. 1.18 “Privacy Policy” means the DSI privacy policy, as amended from time‐to‐time, which can be viewed by clicking the “Privacy” hypertext link located on www.dudesolutions.com. 1.19 “Service” means DSI’s suite of Software‐as‐a‐Service (SaaS) applications, products and services, as updated, enhanced or otherwise modified from time‐to‐time that are ordered by Subscriber on an Order Form or provided without charge (if applicable) and made available by DSI, including mobile components. 1.20 “Subscriber” means the legal entity identified on the Account. 1.21 “Subscriber Data” means all data, information and other content provided by or on behalf of Subscriber to the Service, including that which the Account Users input or upload to the Service. 1.22 “Third Party” means a party other than Subscriber or DSI. Section 2.0 Use of the Service and the API; Proprietary Rights 2.1 Use of the Service and the API. (a) Service Subscription. Subject to the terms of this Agreement (including, without limitation, the responsibilities, limitations and restrictions set forth in this Section 2.1 and payment of the Annual Fees required hereunder), (i) DSI shall permit Subscriber's Account Users to access and use the Service(s) during the Term, including access and use of all of the Content contained in or made available through the Service(s), (ii) Subscriber shall be automatically enrolled in the ITSP (Implementation, Training and Support Program), if applicable, and (iii) DSI shall use commercially reasonable efforts to make available to Subscriber each of the components described in the ITSP, when applicable. Subscriber agrees that it shall use the Service(s) solely for internal business purposes, and access and use of the Service(s) and the ITSP shall be limited to Account Users. (b) API License. Subject to the terms of this Agreement (including, without limitation, the responsibilities, limitations and restrictions set forth in this Section 2.1 and payment of the Annual Fees required hereunder), provided that Subscriber is purchasing the right to use the Connector Toolkit, DSI hereby grants to Subscriber a limited, non‐exclusive, non‐transferable, revocable license (without the right to sublicense) to use and make calls to the API solely for the purpose of (i) extracting and transferring Subscriber Data from the Service to other Third Party applications used by the Subscriber for internal business purposes, and/or (ii) Subscriber's internal development efforts to develop applications to work in conjunction with the functionality and capabilities of the Service purchased by Subscriber ("Subscriber Applications"). Subscriber shall have no right to distribute, license (whether or not through multiple tiers) or otherwise transfer the API to any Third Party or incorporate the API in any software, product, or technology. (c) Account Setup. To subscribe to the Service, Subscriber must establish its Account, which may only be accessed and used by its Account Users. To setup an Account User, Subscriber must provide DSI (and agree to DocuSign Envelope ID: DD188A2F-0774-457E-8F8D-BA0FB2CABB8E