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<br />A-0000000464
<br />CONFIDENTIAL 11 Rev . 03/31/2020
<br />termination or expiration, DSI shall not be obligated to maintain Subscriber Data and may delete or destroy what remains
<br />in its possession or control unless prohibited by law.
<br />(a) If applicable in the United States, if Subscriber is a “Covered Entity” under the Health Insurance Portability
<br />and Accountability Act of 1996 (as amended from time to time, “HIPAA”), and if Subscriber must reasonably provide
<br />protected health information as defined by HIPAA in order to use the Services, DSI shall be Subscriber’s “Business
<br />Associate” under HIPAA, and any Subscriber Data provided by Subscriber to DSI in their capacities as a Covered Entity and
<br />Business Associate, respectively, DSI and Subscriber shall enter into a Business Associate Agreement (the form of which
<br />shall be reasonably satisfactory to DSI).
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<br />(b) If applicable in the United Kingdom, Switzerland or European Economic Area (EEA), both parties will
<br />comply with the applicable requirements of Data Protection Legislation. “Data Protection Legislation” means (i) the United
<br />Kingdom’s Data Protection Act 2018, and (ii) the General Data Protection Regulation (“GDPR”) and any national
<br />implementing laws, regulations or secondary legislation. DSI and Subscriber agree that DSI will not be processing any
<br />personal data on behalf of the Subscriber as “Data Controller” (defined in accordance with the Data Protection Legislation).
<br />DSI will collect, use, disclose, transfer and store personal information when needed to administer this Agreement and for
<br />its operational and business purposes, in accordance with Data Protection Legislation. To the extent personal data from
<br />the UK, Switzerland or the EEA are processed by DSI, the terms of a data processing addendum (“DPA”) must be signed by
<br />the parties. To the extent DSI processes personal data, its binding corporate rules and the standard contract clauses shall
<br />apply, as set forth in the DPA. For standard contract clauses, Subscriber and DSI agree that Subscriber is the data exporter
<br />and Subscriber’s acceptance of this Agreement or applicable Order Form shall be treated as its execution of the standard
<br />contract clauses.
<br />Section 4.0 Third Party Interactions
<br />4.1 Relationship to Third Parties. In connection with Subscriber’s use of the Service, at Subscriber’s
<br />discretion, Subscriber may: (i) participate in Third Party promotions through the Service; (ii) purchase Third Party goods
<br />and/or services, including implementation, customization, content, forms, schedules, integration and other services; (iii)
<br />exchange data, integrate, or interact between Subscriber’s Account, the Service, API and a Third Party provider; (iv) receive
<br />additional functionality within the user interface of the Service through use of the API; and/or (v) receive content,
<br />knowledge, subject matter expertise in the creation of forms, content and schedules. Any such activity, and any terms,
<br />conditions, warranties or representations associated with such Third Party activity, shall be solely between Subscriber and
<br />the applicable Third Party. DSI shall have no liability, obligation or responsibility for any such Third Party correspondence,
<br />purchase, promotion, data exchange, integration or interaction. DSI does not warrant any Third Party providers or any of
<br />their products or services, whether or not such products or services are designated by DSI as “certified,” “validated,”
<br />“premier” and/or any other designation. DSI does not endorse any sites on the Internet that are linked through the
<br />Service.
<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 comment,
<br />edit or advise Subscriber with respect to such Third Party content and data in any manner.
<br />Section 5.0 Fees and Payment.
<br />5.1 Fees. Subscriber shall pay to DSI all fees specified in Order Forms. All Subscription Fees are non-
<br />refundable and non-cancelable, and the Subscription Fee for such Service subscription shall be invoiced upon
<br />commencement of the Initial Term of a Service subscription. Thereafter, DSI shall make reasonable efforts to invoice
<br />Subscriber for each applicable Subscription Fee sixty (60) days prior to the commencement of the applicable Renewal
<br />Term. Unless Subscriber provides written notice of termination in accordance with Section 6.1, Subscriber agrees to pay
<br />all fees no later than thirty (30) days after the receipt of DSI’s applicable invoice. Subscriber is responsible for providing
<br />DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9
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