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Unified Master Services Agreement Page 2 | 10 v.13.0 2.2.2022
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<br />1.10. "Fees" means the fees for the Service(s) payable to Vendor under this Agreement and any Service Order.
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<br />1.11. "Individual User" means (a) each student who is or may be placed with Client or Client’s Affiliated Unit
<br />(as applicable) for clinical, residency, experientials, or other education or degree requirements; or (b) any of
<br />Client’s students, employees, volunteers, contractors, applicants, or other individuals to whom Services will
<br />be provided at the direction of Client.
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<br />1.12. “IP” means all networks, websites, systems, platforms, products, services, solutions, and software, and all
<br />interfaces, components, features, functions, tools, code (including, without limitation object code and source
<br />code), content, programming, tutorials, material s, graphics, documentation, information, modules, data that
<br />is compiled, accessed, obtained, created, or received by Vendor in connection with use of the Services
<br />(provided such data is not Client or a User’s Confidential Information), and other intellectual property,
<br />proprietary property, and trade secrets used or incorporated in, part of, made available to Client or its
<br />individual users in connection with using, procuring, or accessing, the Services .
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<br />1.13. “IP Rights” means any and all intellectual property rights, including, but not limited to, copyrights,
<br />trademarks, service marks, and patents, regardless of whether registered, unregistered, capable of registration,
<br />or incapable of registration, as well as know-how and trade secrets, contained in, related to, part of, or arising
<br />from the IP.
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<br />1.14. "Natural Person" means an identifiable natural person who can be identified, directly or indirectly, in
<br />particular by reference to an identifier such as a name, an identification number, location data, an online
<br />identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural
<br />or social identity of that natural person.
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<br />1.15. "Personal Information" means all information that can be used to identify a Natural Person or can be used
<br />with other sources to identify a Natural Person including, but not limited to (i) the user name or email address
<br />of a User, in combination with a password or other log -in credential that would permit access to the
<br />individual’s Account, (ii) a User’s first name or first initial, and last name, in combination with any one or
<br />more of the following data elements regarding the individual, when either the nam e or the data elements are
<br />not encrypted: the full social security number; driver’s license number or state identification card number;
<br />bank account number or credit or debit card number, in combination with any required security code, access
<br />code, or password that would permit access to an individual’s financial account; or biometric data.
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<br />1.16. "Protected Health Information" mirrors the definition of the same term under 45 C.F.R. 160.103.
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<br />1.17. "Required by Law" means all applicable international, federal, state, or local laws or regulations governing
<br />use of the Services, including but not limited to, Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.
<br />("FCRA"), Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. § 1232g, Health Insurance
<br />Portability and Accountability Act of 1996 (“HIPAA”), Data Protection Laws, and “Ban the Box” laws.
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<br />1.18. "Services" means the Vendor services requested and ordered by Client under one or more completed Service
<br />Orders, as hosted and made accessible to Client by Vendor.
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<br />1.19. "Service Order" means an order for Services and the relevant terms required by Vendor to supply such
<br />Services. All Service Orders shall be deemed a part of and included in the term “Agreement.”
<br />Notwithstanding the above, any irreconcilable conflict between this Agreement and a Service Order shall be
<br />controlled by the Service Order, but only for the Services covered by such Service Order.
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<br />1.20. "Subscription Term" means the duration of Client’s subscription to access and use the Service(s) subscribed
<br />to by Client, as set forth in the applicable Service Order, as may be renewed or otherwise modified by mutual
<br />written agreement of Client and Vendor.
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<br />1.21. "Third Party Fees" means the fees charged to Vendor by any vendor, furnisher, provider, record repository,
<br />or governmental agency or department in connection with the Services, such as, but not limited to, fees to
<br />access a data or information source.
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<br />Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A
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