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<br />otherwise change the Services or prepare derivative works of the Services unless expressly agreed between the
<br />parties; (f) use the Services to violate third party rights or applicable laws or to process unauthorized, infringing,
<br />libelous, unlawful, or tortious data that you are not authorized to process; (g) use the Services to store or transmit
<br />Malicious Code or interfere with, impair, or disrupt the integrity or performance of the Services or any party’s use
<br />of the Services; (h) use or otherwise exploit the Services for the purposes of benchmarking, competitive analysis, or
<br />the development of a competing software product; (i) circumvent or attempt to circumvent any methods employed
<br />by PlanSource to control access to the components, features, or functions o f the Services; (j) conduct security testing
<br />on PlanSource’s infrastructure, Services, or other products; or (j) remove, obscure, or alter any proprietary notices,
<br />including trademark or copyright notices, from the Services.
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<br />4. OWNERSHIP; FEEDBACK; END USER DATA; PROTECTION.
<br />4.1 Ownership. PlanSource (or its licensors) is the sole and exclusive owner(s) of all right, title, and interest in
<br />and to the Services and PlanSource’s proprietary property (including all improvements, enhancements, or
<br />modifications of the foregoing or any other intellectual property or proprietary rights) and reserves and retains all
<br />right, title and interest in and to the same.
<br />4.2 Feedback. You may provide suggestions, comments, or other feedback to PlanSource with respect to the
<br />Services (“Feedback”). End User grants PlanSource a worldwide, royalty-free, fully-paid, worldwide, transferable,
<br />sublicensable, irrevocable and perpetual license to use and incorporate the Feedback for any purpose , but only to
<br />the extent that any such Feedback does not incorporate any of your identifying information.
<br />4.3 End User Data. As between you and PlanSource, you are the sole and exclusive owner of all right , title and
<br />interest in and to the End User Data and reserve all right, title and interest in and to the End User Data not expressly
<br />granted under the Agreement. You shall retain copies of such End User Data. You grant PlanSource the right to host
<br />and process End User Data for providing and improving the Services and to support you under this Agreement. If
<br />you choose to use third party systems and applications with the Subscription Services, or you authorize or direct
<br />PlanSource to provide or exchange such End User Data to a Provider, you grant PlanSource permission to allow such
<br />third-party systems and applications or Provider(s) to access, receive, or exchange such End User Data with such
<br />third-party systems and applications or Provider(s), as appropriate. PlanSource will access data or information that
<br />constitutes classified information or protected health information (“PHI”) as defined under the Health Insurance
<br />Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”), the Health Information
<br />Technology for Economic and Clinical Health Act (“HITECH”), and to the extent that you are providing PlanSource
<br />with access to PHI, the parties shall process PHI in accordance with PlanSource’s Business Associate Agreement,
<br />which is incorporated by reference.
<br />4.4 Protection. During the Term, each party shall comply with its respective obligations under applicable data
<br />protection and privacy laws, and each party shall maintain a security program that is reasonably designed to protect
<br />the security of, and prevent unauthorized a ccess to, Confidential Information and End User Data. Such security
<br />program shall include implementation of appropriate administrative, technical, and physical safeguards.
<br />5. BENEFIT SERVICES. Benefit Services shall be outlined in the PlanSource Scope of Services, which shall be
<br />incorporated hereto by reference. PlanSource will perform its Services in a professional and workmanlike manner.
<br />You will cooperate with PlanSource, as necessary, in the delivery of such Services and make available personnel and
<br />information and take other action(s) as PlanSource may reasonably request and require. Any delays or failures
<br />resulting from your failure to cooperate will not impose any liability upon PlanSource.
<br />6. TERM AND TERMINATION.
<br />6.1 Term of Agreement. This Agreement commences on the Effective Date and will continue for the period
<br />specified in the applicable Order Form (“Initial Term”). Unless otherwise agreed, the Agreement will automatically
<br />renew for successive renewal terms upon the expiration of the Initial Term and any renewal term thereafter (each
<br />a “Renewal Term,” and collectively with the Initial Term, the “Term”). Each Renewal Term will be the same length
<br />as the Initial Term unless otherwise specified at the time of renewal.
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