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<br />A‐0000000464
<br />CONFIDENTIAL 7 Rev . 03/31/2020
<br />any access to or use of the Service by Subscriber or any Account User that does not strictly comply with the terms of
<br />the Agreement or the Documentation; (b) any failure of performance caused in whole or in part by Subscriber’s delay
<br />in performing, or failure to perform, any of its obligations under the Agreement; (c) Subscriber’s or its Account User’s
<br />Internet connectivity; (d) any Force Majeure Event; (e) any failure, interruption, outage, or other problem with
<br />Internet service or Non‐DSI Service; (f) Scheduled Downtime; or (g) any disabling, suspension, or termination of the
<br />Service by DSI pursuant to the terms of the Agreement. “Scheduled Downtime” means, with respect to any
<br />applicable Service, the total amount of time (measured in minutes) during an applicable calendar month when such
<br />Service is unavailable for the majority of Subscribers’ Account Users due to planned Service maintenance. To the
<br />extent reasonably practicable, DSI shall give at least eight (8) hours prior electronic notice of Service maintenance
<br />events and schedule outside the business hours of 6:00 AM to 10:00 PM EST.
<br />(b) DSI shall use reasonable efforts to ensure the availability of the API in accordance with the service
<br />levels described in Section 3.3. Notwithstanding the foregoing, DSI does not guarantee any required uptime,
<br />performance, or integrity of any product, application or service that integrates with and/or otherwise utilizes the API
<br />(including, without limitation, any such product, application or service developed by Subscriber). Moreover, DSI shall
<br />not be liable to Subscriber or any Third Party for the unavailability of the API or the failure of the API to perform in
<br />accordance with its specifications. Subscriber shall not represent to any Third Party any availability or performance
<br />levels with respect to the API.
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<br />3.4 Protection of Subscriber Data. DSI shall maintain commercially reasonable administrative, physical,
<br />and technical safeguards for protection of the security, unauthorized access or disclosure of Subscriber Data. In
<br />addition, if Subscriber is a “Covered Entity” under HIPAA, DSI shall be Subscriber’s “Business Associate” under HIPAA,
<br />and any Subscriber Data provided by Subscriber to DSI in their capacities as a Covered Entity and Business Associate,
<br />respectively, DSI and Subscriber shall enter into a Business Associate Agreement (the form of which shall be reasonably
<br />satisfactory to DSI). At all times during the Subscription term and upon written request of Subscriber within thirty (30)
<br />days after the effective date of termination or expiration of this Agreement, Subscriber data shall be available for
<br />Subscriber’s export and download. Following the thirty (30) days after termination or expiration, DSI shall not be
<br />obligated to maintain Subscriber Data and shall delete or destroy what remains in its possession or control unless
<br />prohibited by law.
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<br />Section 4.0 Third Party Interactions
<br />4.1 Relationship to Third Parties. In connection with Subscriber’s use of the Service, Subscriber may: (i)
<br />enter into correspondence with and/or participate in promotions of advertisers or sponsors showing their goods
<br />and/or services through the Service; (ii) purchase goods and/or services, including implementation, customization,
<br />content, forms, schedules, integration and other services; (iii) exchange data, integrate, or interact between
<br />Subscriber’s Account, the Service, the API and a Third Party provider; (iv) be offered additional functionality within the
<br />user interface of the Service through use of the API; and/or (v) be provided content, knowledge, subject matter
<br />expertise in the creation of forms, content and schedules. Any such activity, and any terms, conditions, warranties or
<br />representations associated with such activity, shall be solely between Subscriber and the applicable Third Party. DSI
<br />shall have no liability, obligation or responsibility for any such correspondence, purchase, promotion, data exchange,
<br />integration or interaction between Subscriber and any such Third Party.
<br />4.2 Ownership. Subscriber is the owner of all Third Party content and data loaded into the Subscriber
<br />Account. As the owner, it is Subscriber’s responsibility to make sure it meets its particular needs. DSI shall not
<br />comment, edit or advise Subscriber with respect to such Third Party content and data in any manner.
<br />DocuSign Envelope ID: DD188A2F-0774-457E-8F8D-BA0FB2CABB8E
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