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<br />Provider means any third party that you have separately and independently engaged for other services, including
<br />your designated carrier; payroll, service, or insurance provider; broker of record; auditor, or other agent.
<br />Services means Subscription Services, Benefits Services, and any other products provided by PlanSource or its
<br />authorized third parties to you.
<br />Subscription Services means PlanSource software-as-a-service, API, and Software made available by PlanSource to
<br />you, which includes updates, new releases, versions, modifications, or enhancements, on a subscription basis.
<br />Software means object code versions of any downloadable software provided by PlanSource to you, which may
<br />include an agent or progressive web application to access the Subscription Services, and which includes updates,
<br />new releases, versions, modifications, or enhancements, pursuant to this Agreement.
<br />2.GRANT; NO FEE ACCESS.
<br />2.1 Grant. Upon payment of fees and subject to compliance with this Agreement, PlanSource grants you a
<br />limited, revocable, non-exclusive, non-transferable, non-sublicensable, right during the Term (defined below) to
<br />access and use the Subscription Services for Custom er’s internal business purposes as well as access to and use of
<br />the other Services available under this Agreement.
<br />2.2 No Fee Access. If Subscription Services are provided to Customer for evaluation, demonstration, beta,
<br />release candidate, or free purposes, PlanSource hereby grants to you, subject to your compliance with this
<br />Agreement, a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use
<br />evaluation, demonstration, beta, or release candidate features and functionality or free versions of the Subscription
<br />Services pursuant to the terms of the Agreement. Unless as otherwise agr eed between the parties, Subscription
<br />Services provided for evaluation, demonstration, beta, or release candidate purposes shall not be used for
<br />production use, and your access and use right shall terminate on the end date of the predetermined period or
<br />immediately upon notice from PlanSource in its sole discretion, whichever occurs first. YOU ACKNOWLEDGE AND
<br />AGREE THAT THE SUBSCRIPTION SERVICES PROVIDED UNDER THIS SECTION ARE PROVIDED ON AN “AS -IS” BASIS
<br />AND WITHOUT ANY INDEMNIFICATION, SUPPORT, OR WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER
<br />STATUTORY, EXPRESS OR IMPLIED, AND PLANSOURCE HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES,
<br />INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -
<br />INFRINGEMENT OF THIRD-PARTY RIGHTS. Except to the extent such terms conflict with this Section, all other terms
<br />of this Agreement shall apply to the Services provided for evaluation, demonstration, beta, release candidate, or
<br />free purposes.
<br />3.USE OF SERVICES; RESTRICTIONS.
<br />3.1 Use of Services. You acknowledge, agree, and warrant that you: (i) will be responsible for your , your
<br />Authorized Users’, and End Users’ activity and use of the Services and compliance with applicable laws and
<br />regulations, and, if you become aware of any violation, will immediately terminate the offending party’s access to
<br />the Services; (ii) will utilize the latest version of the Services , including any API or Software, and only utilize the
<br />Services with properly licensed software and applications; (iii) are able to legally process and provide End User Data
<br />to PlanSource and will be solely responsible for the procurement, accuracy, security, quality, integrity, and legality
<br />of the same; and (iv) are responsible for the security, completeness, and accuracy of your registration, account, and
<br />billing information (and will promptly notify PlanSource of any unauthorized access or use of the same).
<br />3.2 Restrictions. You shall not (and shall not permit your Authorized Users or End Users to), directly or
<br />indirectly: (a) exceed your rights to use the Services pursuant to this Agreement and the Order Form; (b) make any
<br />Services available to anyone other than you, your Authorized Users, or End Users, or use any Services for the benefit
<br />of anyone other than you or your Affiliates; (c) sell, resell, license, sublicense, distribute, rent, lease, loan, or
<br />otherwise transfer any Services; (d) reverse engineer, decompile, or disassemble, or otherwise obtain or attempt to
<br />create, derive, or obtain the source code or unauthorized access of the Services; (e) modify, translate, enhance, or
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