Common use of Party Software Clause in Contracts

Party Software. Open source software licenses for components of the Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede this Agreement, the open source licenses govern Customer’s agreement with NextRequest for the use of the components of the Service released under an open source license. For the avoidance of doubt, the owners of the open source licenses do not have access to Customer Content or Requester Content. Customer Content. As between Customer and NextRequest, Customer retains ownership of all Intellectual Property in Customer Content. Customer grants to NextRequest, its Service Providers and each of NextRequest’s respective subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, unlimited, and sub-licensable right to use, host, store, cache, reproduce, publish, publicly display, perform, distribute, transmit, translate, publicly perform, adapt, and modify Customer Content, in all media now known or later developed, for the purpose of providing, maintaining, operating, or improving the Service. NextRequest and its Service Providers may access or use Customer Content as necessary to maintain or provide the Service, comply with the law or an order of a governmental body, as permitted under Section 6 Requester Content. NextRequest and/or Requesters retain ownership of all Intellectual Property in Requester Content. NextRequest grants to Customer a worldwide, non-exclusive, royalty-free, fully-paid, non-transferrable, irrevocable, perpetual, and non- sublicensable right to use Requester Content for the Purpose. Usage Data. NextRequest retains ownership of all Intellectual Property in Usage Data, and Customer hereby unconditionally and irrevocably grants to NextRequest an assignment of all right, title and interest in and to the Usage Data, including all Intellectual Property rights relating thereto. NextRequest grants to Customer a worldwide, non-exclusive, royalty-free, fully-paid, non-transferrable, irrevocable, perpetual, and non- sublicensable right to use Usage Data for the Purpose. Transfer of Content. Customer Content may be disclosed and otherwise transferred to an acquirer, or successor or assignee as part of any merger, acquisition, debt financing, sale of company assets, or similar transaction, as well as in the event of an insolvency, bankruptcy, or receivership in which such data is transferred to one or more third parties as a NextRequest business asset. Feedback and improvements. Any suggestions provided by Customer to NextRequest with respect to NextRequest’s products or services shall be collectively deemed “Feedback.” NextRequest will be free to use Feedback without any obligation to Customer and Customer hereby assigns to NextRequest all rights, title, and interest in and to any Feedback. NextRequest will be considered the sole author of all modifications or improvements to the Service. NextRequest may use Customer Content to improve the Service and shall be the sole owner of any such improvements, so long as such use protects the confidentiality of Customer Content. Payment. Customer will make all payments required under Section 5. Security. Customer will protect the accounts, passwords, and other authentication information Customer uses to access the Service and any NextRequest system, and will be responsible for any activity attributable to a Customer account or Customer Users. Customer’s user names, passwords, other login information or personal information may be stored by NextRequest or its Service Providers in the course of providing Service and may be available to the NextRequest application and Service Providers. Laws Applicable to Customer. Customer is solely responsible for Customer Content and will comply with all laws applicable to Customer’s use of the Service, including without limitation privacy and security laws and laws regarding the export of data or software. NextRequest shall not be liable for any damages that arise due to Customer or Customer Users’ publication, processing, storage or transmission of any information in violation of any law. Customer represents and warrants that it has reviewed the Security Plan carefully and has made its own, independent determination whether the levels of privacy and security set forth in the Security Plan are sufficient for Customer’s use of the Service. Customer acknowledges and agrees that the Service, including without limitation the degree of privacy and security provided by the Service, may not comply with special privacy and security requirements relating to the processing, storage or transmission of Sensitive Information. Customer will not use the Service to process any information subject to the Health Insurance Portability and Accountability Act (“HIPAA”). Customer agrees that if Customer uses the Service to process Sensitive Information, any such use is at Customer’s own risk and NextRequest will have no liability to Customer or any third party arising out of or relating to such use. Customer will indemnify NextRequest and its Service Providers against any and all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to such use. Customer will not disclose to NextRequest or any third party any information that Customer is prohibited by any law or regulation from disclosing. To the extent that Customer Content causes NextRequest or its Service Providers to be subject to any law to which it otherwise would not be subject (such as HIPAA), NextRequest or its Service Providers may remove such data pursuant to Section 9 or discontinue the Service without any liability except to refund any fees Customer paid to NextRequest attributable to unused services. Public Records Laws. Customer is solely responsible for compliance with all applicable public record laws and under no circumstances shall NextRequest be liable for any damages relating to non-compliance, regardless of whether such non-compliance arises out of or relates to Customer’s use of or reliance on the Service. Customer warrants that Customer is solely responsible for all Customer Content and use of Customer Content by Requesters. Neither NextRequest nor its Service Providers guarantees the accuracy, integrity or quality of Customer Content.

Party Software. Open source software licenses for components of the Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede this Agreement, the open source licenses govern Customer’s agreement with NextRequest for the use of the components of the Service released under an open source license. For the avoidance of doubt, the owners of the open source licenses do not have access to Customer Content or Requester Content. Customer Content. As between Customer and NextRequest, Customer retains ownership of all Intellectual Property in Customer Content. Customer grants to NextRequest, its Service Providers and each of NextRequest’s respective subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, unlimited, and sub-licensable right to use, host, store, cache, reproduce, publish, publicly display, perform, distribute, transmit, translate, publicly perform, adapt, and modify Customer Content, in all media now known or later developed, for the purpose of providing, maintaining, operating, or improving the Service. NextRequest and its Service Providers may access or use Customer Content as necessary to maintain or provide the Service, comply with the law or an order of a governmental body, as permitted under Section 6 . Requester Content. NextRequest Nextrequest and/or Requesters retain ownership of all Intellectual Property in Requester Content. NextRequest grants to Customer a worldwide, non-exclusive, royalty-free, fully-paid, non-transferrable, irrevocable, perpetual, and non- sublicensable right to use Requester Content for the Purpose. Usage Data. NextRequest NextRequests retains ownership of all Intellectual Property in Usage Data, and Customer hereby unconditionally and irrevocably grants to NextRequest an assignment of all right, title and interest in and to the Usage Data, including all Intellectual Property rights relating thereto. NextRequest grants to Customer a worldwide, non-exclusive, royalty-free, fully-paid, non-transferrable, irrevocable, perpetual, and non- sublicensable right to use Usage Data for the Purpose. Transfer of Content. Customer Content may be disclosed and otherwise transferred to an acquirer, or successor or assignee as part of any merger, acquisition, debt financing, sale of company assets, or similar transaction, as well as in the event of an insolvency, bankruptcy, or receivership in which such data is transferred to one or more third parties as a NextRequest business asset. Feedback and improvements. Any suggestions provided by Customer to NextRequest with respect to NextRequest’s products or services shall be collectively deemed “Feedback.” NextRequest will be free to use Feedback without any obligation to Customer and Customer hereby assigns to NextRequest all rights, title, and interest in and to any Feedback. NextRequest will be considered the sole author of all modifications or improvements to the Service. NextRequest may use Customer Content to improve the Service and shall be the sole owner of any such improvements, so long as such use protects the confidentiality of Customer Content. Payment. Customer will make all payments required under Section 5. Security. Customer will protect the accounts, passwords, and other authentication information Customer uses to access the Service and any NextRequest system, and will be responsible for any activity attributable to a Customer account or Customer Users. Customer’s user names, passwords, other login information or personal information may be stored by NextRequest or its Service Providers in the course of providing Service and may be available to the NextRequest application and Service Providers. Data Backup. Customer will maintain backups of all Customer Content stored in the Service in an environment separate from the Service. Laws Applicable to Customer. Customer is solely responsible for Customer Content and will comply with all laws applicable to Customer’s use of the Service, including without limitation privacy and security laws and laws regarding the export of data or software. Customer will not use the Service to store data that Customer is prohibited by any law or regulation from disclosing to NextRequest or any third party, such as financial data, individually identifiable information about children, individually identifiable health information, geolocation information about specific people, Social Security numbers, driver's license numbers, other confidential ID numbers, financial account numbers, credit or debit card numbers, personal identification numbers (PINs) or passwords, street addresses, phone numbers or other personal information of third parties. NextRequest shall not be liable for any damages that arise due to Customer or Customer Users’ publication, processing, storage or transmission publication of any information in violation of any law. Customer represents and warrants that it has reviewed the Security Plan carefully and has made its own, independent determination whether the levels of privacy and security set forth in the Security Plan are sufficient for Customer’s use of the Service. Customer acknowledges and agrees that the Service, including without limitation the degree of privacy and security provided by the Service, may not comply with special privacy and security requirements relating to the processing, storage or transmission of Sensitive Information. Customer will not use the Service to process any information subject to the Health Insurance Portability and Accountability Act (“HIPAA”). Customer agrees that if Customer uses the Service to process Sensitive Information, any such use is at Customer’s own risk and NextRequest will have no liability to Customer or any third party arising out of or relating to such use. Customer will indemnify NextRequest and its Service Providers against any and all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to such use. Customer will not disclose to NextRequest or any third party any information that Customer is prohibited by any law or regulation from disclosing. To the extent that Customer Content causes NextRequest or its Service Providers to be subject to any law to which it otherwise would not be subject (such as HIPAAHIPPA), NextRequest or its Service Providers may remove such data pursuant to Section 9 or discontinue the Service without any liability except to refund any fees Customer paid to NextRequest attributable to unused services. Public Records Laws. Customer is solely responsible for compliance with all applicable public record laws and under no circumstances shall NextRequest be liable for any damages relating to non-compliance, regardless of whether such non-compliance arises out of or relates to Customer’s use of or reliance on the Service. Customer warrants that Customer is solely responsible for all Customer Content and use of Customer Content by Requesters. Neither NextRequest nor its Service Providers guarantees the accuracy, integrity or quality of Customer Content.

Party Software. Open source software licenses for components of the Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede this Agreement, the open source licenses govern Customer’s agreement with NextRequest for the use of the components of the Service released under an open source license. For the avoidance of doubt, the owners of the open source licenses do not have access to Customer Content or Requester Content. Customer Content. As between Customer and NextRequest, Customer retains ownership of all Intellectual Property in Customer Content. Customer grants to NextRequest, its Service Providers and each of NextRequest’s respective subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, unlimited, and sub-licensable right to use, host, store, cache, reproduce, publish, publicly display, perform, distribute, transmit, translate, publicly perform, adapt, and modify Customer Content, in all media now known or later developed, for the purpose of providing, maintaining, operating, or improving the Service. NextRequest and its Service Providers may access or use Customer Content as necessary to maintain or provide the Service, comply with the law or an order of a governmental body, as permitted under Section 6 Requester Content. NextRequest Nextrequest and/or Requesters retain ownership of all Intellectual Property in Requester Content. NextRequest grants to Customer a worldwide, non-exclusive, royalty-free, fully-paid, non-transferrable, irrevocable, perpetual, and non- sublicensable right to use Requester Content for the Purpose. Usage Data. NextRequest NextRequests retains ownership of all Intellectual Property in Usage Data, and Customer hereby unconditionally and irrevocably grants to NextRequest an assignment of all right, title and interest in and to the Usage Data, including all Intellectual Property rights relating thereto. NextRequest grants to Customer a worldwide, non-exclusive, royalty-free, fully-paid, non-transferrable, irrevocable, perpetual, and non- sublicensable right to use Usage Data for the Purpose. Transfer of Content. Customer Content may be disclosed and otherwise transferred to an acquirer, or successor or assignee as part of any merger, acquisition, debt financing, sale of company assets, or similar transaction, as well as in the event of an insolvency, bankruptcy, or receivership in which such data is transferred to one or more third parties as a NextRequest business asset. Feedback and improvements. Any suggestions provided by Customer to NextRequest with respect to NextRequest’s products or services shall be collectively deemed “Feedback.” NextRequest will be free to use Feedback without any obligation to Customer and Customer hereby assigns to NextRequest all rights, title, and interest in and to any Feedback. NextRequest will be considered the sole author of all modifications or improvements to the Service. NextRequest may use Customer Content to improve the Service and shall be the sole owner of any such improvements, so long as such use protects the confidentiality of Customer Content. Payment. Customer will make all payments required under Section 5. Security. Customer will protect the accounts, passwords, and other authentication information Customer uses to access the Service and any NextRequest system, and will be responsible for any activity attributable to a Customer account or Customer Users. Customer’s user names, passwords, other login information or personal information may be stored by NextRequest or its Service Providers in the course of providing Service and may be available to the NextRequest application and Service Providers. Data Backup. Customer will maintain backups of all Customer Content stored in the Service in an environment separate from the Service. Laws Applicable to Customer. Customer is solely responsible for Customer Content and will comply with all laws applicable to Customer’s use of the Service, including without limitation privacy and security laws and laws regarding the export of data or software. NextRequest shall not be liable for any damages that arise due to Customer or Customer Users’ publication, processing, storage or transmission of any information in violation of any law. Customer represents and warrants that it has reviewed the Security Plan carefully and has made its own, independent determination whether the levels of privacy and security set forth in the Security Plan are sufficient for Customer’s use of the Service. Customer acknowledges and agrees that the Service, including without limitation the degree of privacy and security provided by the Service, may not comply with special privacy and security requirements relating to the processing, storage or transmission of Sensitive Information. Customer will not use the Service to process any information subject to the Health Insurance Portability and Accountability Act (“HIPAA”). Customer agrees that if Customer uses the Service to process Sensitive Information, any such use is at Customer’s own risk and NextRequest will have no liability to Customer or any third party arising out of or relating to such use. Customer will indemnify NextRequest and its Service Providers against any and all damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to such use. Customer will not disclose to NextRequest or any third party any information that Customer is prohibited by any law or regulation from disclosing. To the extent that Customer Content causes NextRequest or its Service Providers to be subject to any law to which it otherwise would not be subject (such as HIPAA), NextRequest or its Service Providers may remove such data pursuant to Section 9 or discontinue the Service without any liability except to refund any fees Customer paid to NextRequest attributable to unused services. Public Records Laws. Customer is solely responsible for compliance with all applicable public record laws and under no circumstances shall NextRequest be liable for any damages relating to non-compliance, regardless of whether such non-compliance arises out of or relates to Customer’s use of or reliance on the Service. Customer warrants that Customer is solely responsible for all Customer Content and use of Customer Content by Requesters. Neither NextRequest nor its Service Providers guarantees the accuracy, integrity or quality of Customer Content.