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Digital Cheetah® Solutions, Inc. Orange County Animal Services 2 Confidential & Proprietary
<br />1. Definitions.
<br />“Account” means any account or instance created by or on behalf of Client
<br />within the Services.
<br />“Client Data” refers to electronic data, text, messages, communications,
<br />audio, video, images or other content submitted to and stored within the
<br />Hosted Services by Client and Users in connection with Client’s use of the
<br />Hosted Services. Client Data may include, without limitation, Personal Data.
<br />“Digital Cheetah Technology” means the proprietary technology (including
<br />graphics, data files, algorithms, user interfaces, software, hardware, know-
<br />how, techniques, designs, and other tangible or intangible technical material
<br />or information) provided or utilized by Digital Cheetah to make the Hosted
<br />Services available for access and use by Client including for the storage,
<br />retrieval, and processing of Client Data in connection with Client’s use of the
<br />Hosted Services.
<br />“Documentation” means the user guide, whether in written or electronic
<br />form, which specifies the functionalities and features of the Hosted Services
<br />or describe the Service Plans, as applicable, that Digital Cheetah provides or
<br />makes available to customers through its client portal. Documentation
<br />specifically excludes any “community moderated” forums provided or
<br />accessible through such portal or otherwise.
<br />“Hosted Services” means the online Volunteer Management System
<br />described in Exhibit A made available by Digital Cheetah via the applicable
<br />login link and other web pages designated by Digital Cheetah, as updated or
<br />modified by Digital Cheetah from time to time. Hosted Services exclude
<br />Other Services as that term is defined in this Agreement.
<br />“Order Form” means Digital Cheetah’s then-current standard form
<br />generated by Digital Cheetah and executed or approved by Client with
<br />respect to Client’s subscription to the Hosted Services, which form may
<br />detail, among other things, the Service Plan applicable to Client’s
<br />subscription to the Hosted Services. The initial Order Form entered into by
<br />the parties is attached to this Agreement.
<br />“Other Services” means third party offerings, products, services, or
<br />information which the Hosted Services link to or which Client may connect
<br />to or enable in conjunction with the Hosted Services including, without
<br />limitation, Other Services which may be integrated directly into Client’s
<br />Account by Client or at Client’s direction.
<br />“Personal Data” means any information relating to an identified or
<br />identifiable natural person where an identifiable person is one who can be
<br />identified, directly or indirectly, in particular by reference to an
<br />identification number or to one or more factors specific to their physical,
<br />physiological, mental, economic, cultural or social identity.
<br />“Software” means software provided by Digital Cheetah (either by
<br />download or access through the internet) that allows Users to use any
<br />functionality in connection with the Hosted Services.
<br />“Subscription Fees” means the fees paid by Client for the right to access and
<br />use the Hosted Services during the applicable Term.
<br />“Subscription Term” is defined in Section 10.a (“Subscription Term”).
<br />“Support Plan” means the support services provided by Digital Cheetah as
<br />selected by Client from the plans made available by Digital Cheetah.
<br />“User" means an individual, whether a Client employee, member,
<br />volunteer, or other agent or consultant, who is authorized by Client to use
<br />the Hosted Services.
<br />2. General Conditions; Access to and Use of the Services.
<br />a. Access to the Services. During the Subscription Term and subject to
<br />compliance by Client and Users with this Agreement, Client has the limited
<br />right to access and use the Hosted Services for Client’s internal business
<br />purposes. Digital Cheetah will make the Hosted Services and Client Data
<br />available to Client pursuant to this Agreement and the applicable Order
<br />Forms. Digital Cheetah will use commercially reasonable efforts to make the
<br />Hosted Services available to Client 24 hours a day, 7 days a week, except (i)
<br />during planned downtime for upgrades to and maintenance of the Services
<br />(of which Digital Cheetah will use commercially reasonable efforts to notify
<br />Client in advance through the Services (“Planned Downtime”)); and (ii) for
<br />any unavailability caused by circumstances beyond the reasonable control
<br />of Digital Cheetah.
<br />b. Access Requirements. A high speed Internet connection is required for
<br />proper transmission of the Hosted Services. Client is responsible for
<br />procuring and maintaining all hardware, software and services, including the
<br />network connections that connect Client’s network to the Services and
<br />“browser” software that supports protocols used by Digital Cheetah, and for
<br />following procedures for accessing services that support such protocols.
<br />c. Additional Responsibilities regarding Access to and Use of the
<br />Services.
<br />i. Passwords and Accounts. Client is responsible for all activities
<br />conducted under its Account and User logins, and for all Client Data.
<br />Without limiting the foregoing, Client is solely responsible for ensuring that
<br />use of the Hosted Services to store and transmit Client Data is compliant
<br />with all applicable laws and regulations as well as any and all privacy policies,
<br />agreements or other obligations Client may maintain or enter into with
<br />Users. Client also maintains all responsibility for determining whether the
<br />Hosted Services or the information generated thereby is accurate or
<br />sufficient for Client’s purposes. Client and Users are responsible for
<br />safeguarding the confidentiality of the User names and passwords, and of
<br />all Login information for the Account. Client will provide Digital Cheetah
<br />with prompt written notice regarding any unauthorized use of a User login,
<br />Client Data or the Hosted Services of which Client becomes aware, and will
<br />take all steps necessary to terminate such unauthorized use. In addition,
<br />Client will provide Digital Cheetah with any cooperation and assistance
<br />reasonably requested by Digital Cheetah related to any such unauthorized
<br />use.
<br />ii. Client Content and Data. Client acknowledges and agrees that it (A)
<br />has responsibility for the accuracy and quality of all Client Data that is
<br />transmitted to, stored in, or accessed through the Hosted Services; (B) will
<br />ensure that Client Data complies with this Agreement, and applicable laws
<br />and regulations; and (C) will promptly handle and resolve any notices and
<br />claims from a third party claiming that any Client Data violates that party’s
<br />rights, including regarding take-down notices pursuant to the Digital
<br />Millennium Copyright Act. Digital Cheetah does not monitor any Client Data
<br />transmitted through the Hosted Services.
<br />iii. Other Client Obligations. Client agrees that it will not, and will not
<br />authorize or otherwise permit any Users to: (A) license, sublicense, sell,
<br />resell, rent, lease, transfer, assign, distribute, or time share the Hosted
<br />Services, (B) except as expressly permitted in this Agreement or in the
<br />Documentation, make the Hosted Services available to any third party, other
<br />than authorized Users in furtherance of Client’s internal business purposes,
<br />(C) use the Hosted Services to process data on behalf of any third party other
<br />than Users, (D) modify, adapt, or hack the Hosted Services or otherwise
<br />attempt to gain unauthorized access to the Hosted Services or related
<br />systems or networks, (E) use the Hosted Services in any unlawful manner,
<br />including, but not limited to, violation of any person’s privacy rights, (F) use
<br />the Hosted Services to send spam or otherwise duplicative or unsolicited
<br />messages in violation of applicable laws; (G) use the Hosted Services to send
<br />or store infringing, obscene, threatening, libelous, or otherwise unlawful or
<br />tortious material, including material harmful to children or violative of third
<br />party privacy rights; or (H) use the Hosted Services send or store material
<br />containing software viruses, worms, Trojan horses or other harmful
<br />computer code, files, scripts, agents or programs. Client also agrees not to
<br />interfere with, impair, overburden or disrupt the integrity or performance
<br />of the Hosted Services or the data contained in it or attempt to gain
<br />unauthorized access to the Hosted Services or the systems or networks used
<br />to provide it. Digital Cheetah reserves the right to modify, suspend or
<br />terminate the Hosted Services (or any part of the Hosted Services), Client’s
<br />Account or Client’s and/or Users’ rights to access and use the Hosted
<br />Services, and remove, disable and discard any Client Data if Digital Cheetah
<br />reasonably believes that Client or Users have violated this Agreement. This
<br />includes the removal or disablement of Client Data in accordance with the
<br />requirements of the Digital Millennium Copyright Act. Unless legally
<br />prohibited from doing so, Digital Cheetah will use commercially reasonable
<br />efforts to notify Client directly via email when taking any of the foregoing
<br />actions. Digital Cheetah shall not be liable to Client or Users or any other
<br />third party for any such modification, suspension or discontinuation of
<br />Client’s rights to access and use the Hosted Services.
<br />d. Copyright and Proprietary Notices. Client acknowledges that Digital
<br />Cheetah will post in a mutually agreeable location on Client’s instances of
<br />the Services a “Created by Digital Cheetah” statement and logo in a size and
<br />prominence reasonably acceptable to Client.
<br />3. Availability of Other Digital Cheetah Services.
<br />a. Availability of Support. Upon Client’s payment of applicable fees,
<br />Digital Cheetah will provide Client with the type of support services selected
<br />DocuSign Envelope ID: 56121ADE-D942-49A9-92C3-68C8FC32C05F
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