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<br />A‐0000000464
<br />CONFIDENTIAL 6 Rev . 03/31/2020
<br />Rights in or to the Service, the API, the Documentation and the Content, other than the rights expressly set forth in
<br />this Agreement.
<br />(b) DSI acknowledges and agrees that (as between Subscriber and DSI) Subscriber retains all ownership
<br />right, title, and interest in and to the Subscriber Data, including all Intellectual Property Rights therein or
<br />thereto. Notwithstanding the foregoing, Subscriber hereby grants DSI and its Affiliates a non‐exclusive, royalty‐free
<br />license to: (i) access, display, copy, distribute, transmit, publish, disclose and otherwise use all or any portion of the
<br />Subscriber Data to fulfill its obligations under this Agreement. In addition, Subscriber hereby grants DSI a non‐
<br />exclusive, royalty‐free right to use aggregated and de‐identified data generated and/or derived by DSI from the
<br />Subscriber Data (the "De‐Identified Data") in order to improve the Services and DSI's performance hereunder to
<br />grow DSI's business, including without limitation, submitting and sublicensing such De‐Identified Data to Third
<br />Parties for analytical purposes, provided that DSI shall take commercially reasonable efforts to conduct such de‐
<br />identification in a manner that ensures that such De‐Identification cannot be traced back to Subscriber.
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<br />(c) Subscriber acknowledges the Services may utilize, embed or incorporate Third Party software and/or
<br />tools (each, a "Third‐Party Tool") under a license granted to DSI by one or more applicable Third Parties (each, a
<br />"Third‐Party Licensor"), which licenses DSI the right to sublicense the use of the Third‐Party Tool solely as part of the
<br />Services. Each such sublicense is nonexclusive and solely for Subscriber's internal use and Subscriber shall not further
<br />resell, re‐license, or grant any other rights to use such sublicense to any Third Party. Subscriber further
<br />acknowledges that each Third‐Party Licensor retains all right, title, and interest to its applicable Third‐Party Tool and
<br />all documentation related to such Third‐Party Tool. All confidential or proprietary information of each Third‐Party
<br />Licensor is Confidential Information of DSI under the terms of this Agreement and shall be protected in accordance
<br />with the terms of Section 8.
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<br />Section 3.0 DSI Responsibilities
<br />3.1 Implementation, Training and Support Program (ITSP). During the Term DSI (or its agent,
<br />representative or designee) shall provide and maintain an ITSP program. During the Term, DSI shall, as part of
<br />Subscriber’s Subscription Fees, provide telephone and email support (“Support Services”) during the hours of 8:00 AM
<br />and 6:00 PM EST, Monday through Friday, excluding New Year’s Day, Memorial Day, Independence Day, Labor Day,
<br />Thanksgiving Day, day after Thanksgiving, Christmas Eve and Christmas Day (“Business Hours”), except Community
<br />Development Services, where Business Hours means 5:00 AM – 5:00 PM PST.
<br />3.2 Professional Services. DSI shall provide and perform professional, technical, consulting and/or other
<br />services (collectively, “Professional Services”) that are mutually agreed upon and described in one or more statements
<br />of work that expressly reference this Agreement. Each statement of work shall be effective, incorporated into and
<br />form a part of this Agreement when duly executed by an authorized representative of each of the parties. Each
<br />statement of work shall (i) describe the fees and payment terms with respect the Professional Services being provided
<br />pursuant to such statement of work, (ii) identify any work product that will be developed pursuant to such statement
<br />of work, and (iii) set forth each party’s respective ownership and proprietary rights with respect to any work product
<br />developed pursuant to such statement of work.
<br />3.3 Service Levels.
<br />(a) DSI shall use commercially reasonable efforts to make the Service available 99.9% for each full
<br />calendar month during the Term, determined on a twenty‐four(24) hours a day, seven (7) days a week basis (the
<br />“Service Standard”). Service availability for access and use by Subscriber(s) excludes unavailability when due to: (a)
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<br />DocuSign Envelope ID: DD188A2F-0774-457E-8F8D-BA0FB2CABB8E
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