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CONFIDENTIAL ESO ESA v093025 |
<br />
<br />offered by ESO in collaboration with Lexipol, f/k/a The Praetorian Group. If Customer
<br />subscribes to Education, Customer acknowledges and agrees to the terms and conditions
<br />of the Praetorian license agreement, located at https://www.lexipol.com/terms-and-
<br />conditions/, which shall supersede this Agreement as it applies to Customer’s use of
<br />Education and any Customer Data stored therein.
<br />3.5.2 Third-Party Data. If Customer (as indicated on an Order) elects to license Third-
<br />Party Data, then subject to the terms hereof, ESO hereby grants Customer a non-
<br />exclusive, non-sublicensable, and non-transferable license during the Term to use
<br />such Third-Party Data via the Software solely for Customer’s internal purposes.
<br />Customer will not
<br />(i) allow greater access than that set forth in the applicable Order, (ii) disclose, release, distribute, or deliver Third-
<br />Party Data, or any portion thereof, to any third party (iii) copy, modify, or create derivative works of Third-Party Data,
<br />(iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Third-Party
<br />Data, (v) attempt to output in any form more than 10% of the Third-Party Data or otherwise circumvent the usage
<br />limitations included in the Software, (vi) remove any proprietary notices included within Third-Party Data or Software,
<br />or (vii) use Third-Party Data in any manner or for any purpose that infringes or otherwise violates any proprietary
<br />right of a person, or that violates applicable law. ESO does not warrant the functionality, reliability, accuracy,
<br />completeness or utility of Third-Party Data, or accept any liability therefor. Additional terms and limitations
<br />applicable to Third-Party Data may be provided on the applicable Order.
<br />3.6 Integrated Services and Non-ESO Products Procured by Customer. If Customer procures
<br />any non-ESO Products Customer is responsible for securing the rights for ESO to
<br />receive, transmit, process, display, and store all data
<br />(“Integrated Data”) from and to such Integrated Services to the extent required for ESO to perform its obligations and
<br />exercise its rights under this Agreement. ESO’s obligation to support Integrated Services is contingent upon Customer
<br />securing such rights. Customer’s failure to secure such rights does not terminate or suspend Customer’s obligation to
<br />pay Fees. Customer bears (and shall hold ESO harmless from) all risks associated with access to and use of Integrated
<br />Services and Integrated Data. Any Integrated Data made accessible by ESO in or through the Integrated Service is
<br />provided on an “as-is” and “as available” basis without any warranty of any kind. Customer acknowledges that ESO is
<br />not responsible for and under no obligation to control, monitor or correct Integrated Data; provided, however, ESO
<br />reserves the right to take remedial action if any such data violates applicable law or this Agreement, including without
<br />limitation, the removal of, or disablement of access to, such data and the Integrated Service. Customer acknowledges
<br />that ESO’s ability to deliver each Service is contingent upon Customer or User’s compliance with this Agreement and
<br />any applicable third party’s terms of use. Accordingly, if ESO’s performance under this Agreement is prevented or
<br />delayed by any act or omission of Customer or its agents, subcontractors, or third-party vendors (other than ESO)
<br />(“Customer Delay”), ESO shall not be deemed in breach of its obligations under this Agreement or otherwise be liable
<br />for any costs or losses of Customer (in each case, to the extent arising directly or indirectly from Customer Delay).
<br />3.7 Third Party APIs. Customer acknowledges that: (i) the nature, type, quality and
<br />availability of Integrated Data and Integrated Services may change at any time during
<br />the Term, and (ii) features of the Integrated Service that integrate or interoperate
<br />with third parties and Integrated Data depend on the continuing availability of such
<br />third parties’ respective application programming interfaces (“APIs”) for use with the
<br />Integrated Service. ESO may update, change or modify the Integrated Services under this
<br />Agreement because of a change in, or unavailability of, such Integrated Data or APIs. If
<br />any third-party ceases to make its Integrated Data or APIs available on reasonable terms
<br />for the Integrated Services, as determined by ESO in its sole discretion, ESO may cease
<br />providing access to or support for the affected Integrated Data or Integrated Service
<br />without any liability to Customer. Any changes to Integrated Data or APIs, including
<br />their availability or unavailability, during the Term does not affect Customer’s
<br />obligations under this Agreement or the applicable Order, and Customer will not be
<br />entitled to any reduction in fees, refund, credit or other compensation due to any such
<br />changes.
<br />3.8 Non-ESO Products. If Customer enables, accesses, uses or otherwise relies upon Third-
<br />Party Software or Third-Party Services (collectively, “Non-ESO Products”), Customer’s
<br />access and use of such Non-ESO Services shall be governed solely by the terms and
<br />conditions of such Non-ESO Products. ESO does not endorse, is not responsible or liable
<br />for, and makes no representations as to any aspect of such Non-ESO Products, including,
<br />Docusign Envelope ID: 2EFF50EF-3BF5-8C99-8339-765A7C3D837E
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