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<br />A-0000000464
<br />CONFIDENTIAL 7 Rev . 03/31/2020
<br />(a) DSI Cloud Service. Unless otherwise specified on an applicable Order Form, DSI Service shall be provided
<br />as DSI-hosted, cloud Service. DSI grants Subscriber a non-exclusive and non-transferable right to access and use the Service
<br />for the Term.
<br />(b) Subscriber-Hosted Software. Where an applicable Order Form sets forth Subscriber-Hosted Software,
<br />subject to the provisions of this Agreement, DSI grants Subscriber a non-exclusive and non-transferable license (with no
<br />right to sublicense) to install and use the software for the Term. In respect of such Subscriber-Hosted Software:
<br />(i) Subscriber is responsible for installing and implementing the Subscriber-Hosted Software and any
<br />updates, enhancements or modifications, except for any Professional Services set forth on an applicable Order
<br />Form (i.e. implementation).
<br />(ii) Subscriber may create copies of the Subscriber-Hosted Software to the extent strictly necessary
<br />to install and operate the Subscriber-Hosted Software for use in accordance with this Agreement, and to create
<br />backup and archival copies to the extent reasonably required in the normal operation of Subscriber systems. All
<br />such copies must include a reproduction of all copyright, trademarks or other proprietary notices contained in
<br />the original copy of the Subscriber-Hosted Software.
<br />(iii) Subscriber is responsible for providing the Environment and ensuring the Environment functions
<br />properly, and for implementing appropriate data backup and security measures. “Environment” means the
<br />systems, networks, servers, equipment, hardware, software and other material specified in Documentation or
<br />an Order Form on which, or in connection with which, the Subscriber –Hosted Service will be used.
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<br />2.2 Use of the Service and API.
<br />(a) Service Subscription. Subject to the terms of this Agreement (including, without limitation, the
<br />responsibilities, limitations and restrictions set forth in this Section 2.2 and payment of the Subscription Fees required
<br />hereunder), (i) DSI shall permit Subscriber’s Account Users to access and use the Service(s) during the Term, including
<br />access and use of all of the Content contained in or made available through the Service(s), (ii) Subscriber shall be
<br />automatically enrolled in the ITSP (“Implementation, Training and Support Program”), if applicable, and (iii) DSI shall use
<br />commercially reasonable efforts to make available to Subscriber each of the components described in the ITSP, when
<br />applicable. Subscriber agrees that it shall use the Service(s) solely for internal business purposes, and access and use of
<br />the Service(s) and the ITSP shall be limited to Account Users.
<br />(b) API License. Subject to the terms of this Agreement (including, without limitation, the responsibilities,
<br />limitations and restrictions set forth in this Section 2.2 and payment of the Subscription Fees required hereunder), DSI
<br />hereby grants to Subscriber a limited, non-exclusive, non-transferable, revocable license (without the right to sublicense)
<br />to use and make calls to the API solely for the purpose of (i) extracting and transferring Subscriber Data from the Service
<br />to other Third Party applications used by the Subscriber for internal business purposes, and/or (ii) Subscriber’s internal
<br />development efforts to develop applications to work in conjunction with the functionality and capabilities of the Service
<br />purchased by Subscriber (“Subscriber Applications”). Subscriber shall have no right to distribute, license (whether or not
<br />through multiple tiers) or otherwise transfer the API to any Third Party or incorporate the API in any software, product, or
<br />technology. DSI sets and enforces limits on Subscriber use of DSI API (e.g. limiting the number of API requests that may be
<br />made or the number of Subscriber uses). Subscriber agrees to, and will not circumvent, DSI’s usage guidelines and volume
<br />limits as described in DSI’s technical documentation or other documentation otherwise made available to Subscriber. Any
<br />usage beyond the guidelines and volume limits must obtain DSI’s prior express consent from DSI.
<br />(c) Account Setup. To subscribe to the Service, Subscriber must establish its Account, which may only be
<br />accessed and used by its Account Users. To setup an Account User, Subscriber must provide DSI (and agree to maintain,
<br />promptly update and keep) true, accurate, current and complete information for such Account User. If Subscriber or any
<br />applicable Account User provides any information that is untrue, inaccurate, not current or incomplete, DSI has the right
<br />to immediately suspend or terminate Subscriber’s Account and usage of the Service and API and refuse any and all future
<br />use. Each Account User must establish and maintain personal, non-transferable Access Credentials, which shall not be
<br />DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9
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