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otherwise unambiguously identifies through the Industry—Data Security Standards (PCI-DSS),
<br /> Services as being made freely available to PowerDMS Personally Identifiable Information (PII), or personal
<br /> or other PowerDMS customers. Volunteered Data data of data subjects within the European Union(EU),
<br /> shall not include Protected Health Information (PHI), European Economic Area (EEA),or Switzerland.
<br /> data applicable to or regulated by the Payment Card
<br /> 1.2. Construction.This Agreement applies to the provision of all Services.The parties will enter into one or more
<br /> Service Orders that contain additional terms and conditions applicable to the provision of certain Services. Upon
<br /> execution by the Customer(or upon becoming effective under Section 7.3),each Service Order will be incorporated
<br /> into this Agreement. In the event of any conflict between the provisions of this Agreement and any Service Order,
<br /> the provisions of the Service Order will prevail,but only to the extent of such conflict.
<br /> 2. Services
<br /> 2.1. Services.PowerDMS will(a)make the Services available to Customer and Customer's Users pursuant to this
<br /> Agreement and any applicable Service Orders, (b) provide applicable standard support for the Services at no
<br /> additional charge (or such other level of support specified in a Service Order), (c) use commercially reasonable
<br /> efforts, using applicable current industry practices,to ensure the Services do not contain or transmit any Malicious
<br /> Code, and (d) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week,
<br /> except for planned downtime(of which PowerDMS will give advance notice).
<br /> 2.2. Subscriptions. Unless otherwise provided in the applicable Service Order, Services are purchased as
<br /> subscriptions. If Customer elects to increase the number of Users permitted to use the Services pursuant to a
<br /> subscription, fees for the additional Users will be calculated at the same per User pricing as the underlying
<br /> subscription and will be prorated for the portion of that subscription term remaining at the time the additional Users
<br /> are added.Any such modification to a subscription will be confirmed in writing by Customer,and both PowerDMS
<br /> and Customer shall be subject to the terms of this Agreement with respect to the additional Users and any new
<br /> Services purchased in connection with such modification.
<br /> 2.3. Customer Responsibilities. Customer will be responsible for (a) ensuring Customer and its Users comply
<br /> with terms and conditions of this Agreement and each Service Order, (b) the accuracy, quality and legality of the
<br /> Customer Data,the means by which the Customer obtained the Customer Data and Customer's use of the Customer
<br /> Data in connection with the Services, (c) using reasonable efforts to prevent unauthorized access to or use of
<br /> Services,and provide prompt notice to PowerDMS of any unauthorized access or use,(d) using the Services only in
<br /> accordance with this Agreement, any applicable Service Orders and applicable laws and government regulations,
<br /> and (e)allocating the necessary resources and personnel to cooperate with PowerDMS staff in a timely manner to
<br /> allow the Services to perform.
<br /> 2.4. Restrictions. Customer acknowledges that PowerDMS does not pre-screen,verify,or endorse the content
<br /> of the Customer Data that Customer or its Users stores or transmits via the Services. Customer will not, and will
<br /> ensure its Users do not(a)make any of the Services available to anyone other than Users or use any Services for the
<br /> benefit of anyone other than Customer and its Users, unless otherwise agreed in writing by the parties, (b) sell,
<br /> resell,license,sublicense,distribute,make available,rent or lease any of the Services,or include any of the Services
<br /> in a service bureau or outsourcing offering,unless otherwise agreed in writing by the parties, (c)use the Services to
<br /> store or transmit infringing, libelous,or otherwise unlawful or tortious material,or to store or transmit material in
<br /> violation of the privacy rights, publicity rights, copyright rights,or other rights of any person or entity, (d) use the
<br /> Services to store or transmit Protected Health Information (PHI), unless otherwise agreed in writing by the parties,
<br /> (e)use the Services to store,transmit or process the personal data of data subjects within the European Union(EU),
<br /> European Economic Area(EEA),Switzerland or the United Kingdom unless otherwise agreed in writing by the parties,
<br /> (f)use the Services to store or transmit data applicable to or regulated by the Payment Card Industry—Data Security
<br /> Standards (PCI-DSS), (g) use the Services to store or transmit Malicious Code, (h) interfere with or disrupt the
<br /> integrity or performance of the Services (including,without limitation,activities such as security penetration tests,
<br /> stress tests,and spamming activity),(i)attempt to gain unauthorized access to the Services or its related systems or
<br /> networks, (j) modify,copy, or create derivative works based on the Services or any part,feature,function or user
<br /> interface thereof, (k)frame or mirror any part of the Services, other than framing on Customer's own intranets or
<br /> otherwise for Customer's own internal purposes, (1) access the Services for the purpose of building, selling or
<br /> marketing a competitive product or service or copying any PowerDMS Technology, (m) remove the copyright,
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