|
<br />A-0000000464
<br />CONFIDENTIAL 5 Rev . 03/31/2020
<br />Attachment B
<br />MASTER SUBSCRIPTION AGREEMENT
<br />This Master Subscription Agreement (this “Agreement”) shall govern Subscriber’s (as defined below) access and
<br />use of the Services (as defined below) provided by Dude Solutions (“DSI”). BY ACCEPTING THIS AGREEMENT, EITHER BY
<br />CLICKING A BOX INDICATING ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY
<br />OTHERWISE ACCESSING AND USING THE SERVICES, SUBSCRIBERAGREES TO THE TERMS OF THIS AGREEMENT. AS A
<br />RESULT, PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY.
<br />IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL
<br />ENTITY, THE INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO
<br />THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERMS “ACCOUNT” OR “SUBSCRIBER” SHALL
<br />REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH
<br />AUTHORITY, OR DOES NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN, THE INDIVIDUAL
<br />MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
<br />Section 1.0 Definitions
<br />As used in this Agreement, the following terms shall have the meanings set forth below:
<br />1.1 “Access Credentials” means any user name, identification number, password, license or security key, security
<br />token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s
<br />identity and authorization to access and use the Service.
<br />1.2 “Account” means Subscriber’s specific account where Subscriber subscribes to access and use Service(s).
<br />1.3 “Account User” means each employee, consultant and contractor of Subscriber that has been granted Access
<br />Credentials.
<br />1.4 “Affiliate” means, with respect to any legal entity, any other legal entity that (i) controls, (ii) is controlled by
<br />or (iii) is under common control of such legal entity. A legal entity shall be deemed to “control” another legal entity if it
<br />has the power to direct or cause the direction of the management or policies of such legal entity, whether through the
<br />ownership of voting securities, by contract, or otherwise.
<br />1.5 “Subscription Fee” means the fee invoiced to Subscriber by DSI prior to the Initial Term and each applicable
<br />Renewal Term, which is required to be paid in order for Subscriber to be permitted to access and use the Service and, if
<br />applicable the API.
<br />1.6 “API” means DSI’s proprietary application programming interface and any accompanying or related
<br />documentation, software libraries, software tools, published specifications, and other materials, as amended from time-
<br />to-time in DSI’s sole discretion.
<br />1.7 “Beta Service” means DSI Service or functionality that may be made available to Subscriber to try at its option
<br />at no additional charge that is clearly designated as beta, pilot, limited release, early adoption, non-production, sandbox,
<br />evaluation or a similar description.
<br />1.8 “Business Hours” means the applicable business hours as defined on the Order Form.
<br />1.9 “Confidential Information” means any non-public information and/or materials maintained in confidence and
<br />disclosed in any form or medium by a party under this Agreement (the “Disclosing Party”) to the other party (the
<br />“Receiving Party”), that is identified as confidential, proprietary or that a reasonable person should have known, was the
<br />Confidential Information of the other party given the nature of the circumstances or disclosure, or as otherwise defined
<br />as Confidential Information, trade secrets, and proprietary business information as provided under applicable state law
<br />and exempted from disclosure by the applicable statute. Confidential Information may include without limitation:
<br />information about clients, services, products, software, data, technologies, formulas, processes, know-how, plans,
<br />operations, research, personnel, suppliers, finances, pricing, marketing, strategies, opportunities and all other aspects of
<br />business operations and any copies or derivatives thereof. Confidential Information includes information belonging to a
<br />DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9
|