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DocuSign Envelope ID: DCB6F45C-AC01-45CD-9324-AB088020D6A4
<br /> remix
<br /> processing of one (or more)data set(s), including,without limitation, data sets that include Customer Content and
<br /> data of Remix's other customers.
<br /> 1.12 "Services" means any services provided by Remix to Customer under this Agreement as described
<br /> in an Order Form, including, but not limited to, provision of the Remix Solution and Professional Services.
<br /> 2. PROVISION OF SERVICES
<br /> 2.1 Access. Subject to Customer's payment of the fees set forth in the Order Form ("Fees"), Remix
<br /> will provide Customer with access to the Remix Solution during the Term (as defined below). Customer will use
<br /> commercially reasonable efforts to prevent unauthorized access to, or use of,the Remix Solution,and notify Remix
<br /> promptly of any such unauthorized use known to Customer.
<br /> 2.2 Support Services. Subject to the terms and conditions of this Agreement, Remix will exercise
<br /> commercially reasonable efforts to (a) provide support for the use of the Remix Solution to Customer, (b) keep the
<br /> Remix Solution operational and available to Customer, in each case in accordance with its standard policies and
<br /> procedures, and (c) provide the Service in accordance with the Service Level Terms set out in Exhibit A.
<br /> 2.3 Professional Services. As contemplated in Section 6.1 below, Remix can provide auxiliary
<br /> Professional Services. The provision of these Professional Services,together with the fees to be charged by Remix,
<br /> will be set forth in an Order Form or a statement of work signed by both parties at the time they are requested.
<br /> 2.4 Hosting. Remix will, at its own expense, provide for the hosting of the Remix Solution, provided
<br /> that nothing herein will be construed to require Remix to provide, or bear any responsibility with respect to, any
<br /> telecommunications or computer network hardware required by Customer or any Authorized User to access the
<br /> Remix Solution from the Internet.
<br /> 3. INTELLECTUAL PROPERTY
<br /> 3.1 License Grant. Subject to the terms and conditions of this Agreement, Remix grants to Customer
<br /> a non-exclusive, non-transferable (except as permitted under Section 13.6) license during the Term (as defined
<br /> below), solely for Customer's internal business purposes and in accordance with the limitations(if any)set forth in
<br /> the Order Form, (a)to access and use the Remix Solution and in accordance with the Documentation; and (b) to
<br /> use and reproduce a reasonable number of copies of the Documentation solely to support Customer's use of the
<br /> Remix Solution. Customer may permit any Authorized Users to access and use the features and functions of the
<br /> Remix Solution as contemplated by this Agreement, provided Customer remains responsible for compliance by
<br /> such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such
<br /> individuals is for the sole benefit of Customer.
<br /> 3.2 Restrictions.Customer will not, and will not permit any Authorized User or other party to: (a)allow
<br /> any third party to access the Remix Solution, Licensed Material or Documentation, except as expressly allowed
<br /> herein;(b)modify,adapt,alter or translate the Remix Solution, Licensed Material or Documentation;(c)sublicense,
<br /> lease,sell, resell, rent, loan,distribute,transfer or otherwise allow the use of the Remix Solution or Documentation
<br /> for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive
<br /> or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or
<br /> organization)or nonpublic APIs of the Remix Solution,except as permitted by law; (e) interfere in any manner with
<br /> the operation of the Remix Solution or the hardware and network used to operate the Remix Solution; (f) modify,
<br /> copy or make derivative works based on any part of the Remix Solution or Documentation; (g) access or use the
<br /> Remix Solution to build a similar or competitive product or service; (h) attempt to access the Remix Solution
<br /> through any unapproved interface; or(i) otherwise use the Remix Solution, Licensed Material, or Documentation
<br /> in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with
<br /> applicable law, the Documentation, or this Agreement. Customer acknowledges and agrees that the Remix
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