REPUTATION.COM END USER LICENSE AGREEMENT

1.  LICENSE GRANT AND RESTRICTIONS

1.1 Service Term.  The Agreement is a subscription license to access and use, and not a contract of sale for, the Services. 

1.2 Proprietary Rights. All intellectual property rights in and to the Services and any user documentation related thereto are owned exclusively by Company, including, but not limited to, all patents, copyrights, trade secrets, and trademarks.

1.3 License Grant.  Upon Company’s acceptance of an agreement to purchase Services, and for the duration of the Services Term defined in the purchase document, Customer shall have a nonexclusive, non-assignable (except as set forth in Section 10.7 below), royalty free, worldwide limited right to access and use the Services solely for its internal business operations and subject to the terms of the Agreement.  Customer may allow its employees to use the Services for this purpose and Customer shall be responsible for its employees’ compliance with the Agreement.

1.4 License Restrictions.  The licenses granted to Customer in this Agreement do not include any right to: (a) damage, disable, or impair the Services or the network(s) connected thereto; (b) copy a Service or any part, feature, function or user interface thereof; (c)  modify, reroute, create derivative works of, derive the source code of, reverse engineer, disassemble or tamper with Services, or attempt to do any of the foregoing; (d) permit direct or indirect access to or use of any Services by a third party, (e) take any action that imposes an unreasonably or disproportionately large burden on Company’s infrastructure; (f) violate any local, state, federal or other applicable consumer privacy regulations or applicable law or violate the rights of any third party (including, without limitation, rights of privacy or proprietary rights); (g) disable or circumvent any security features of the Company’s products or Services; or (h) cause or permit any third party to do any of the foregoing.  

1.5 Reservation of Rights.  All rights not expressly granted to Customer in this Agreement are reserved to Company.  No additional rights whatsoever (including, without limitation, any implied licenses) are granted to Customer by implication, estoppel or otherwise.  Customer shall not, by virtue of this Agreement or otherwise, acquire any ownership interest or any rights in the Services, any Company trademarks or service marks, or any other Company technology, software (including third party technology and software) or intellectual property, except for the limited use and access rights described herein. 

2. CUSTOMER WARRANTIES.

Customer represents and warrants that: (a) all information it provides to Company to perform the Services is accurate; (b) Customer is authorized to provide Company with the end customer information and/or other personal data that it provides in connection with the Services; (c) the Company’s possession and/or use of such end or personal data will not violate any contract, statute, or regulation; and (d) Customer and persons acting on its behalf, including Company, are authorized and have consent to make or send communications (including emails, SMS and MMS messages) to customers, patients or other end-users at any telephone number, email address, physical address, or other contact source provided by Customer.

3. CONFIDENTIALITY AND PRIVACY

3.1 Definition of Confidential Information. As used herein, Confidential Information (“CI”) means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure.  CI shall include, without limitation, technical product information, product designs, techniques, methods, or strategies used in connection with the Services, user names, passwords and other log-in information, Company pricing information, the specific terms of this Agreement, and all End Customer Personal Data. “End Customer Personal Data” means any personal information / personal data of Customer’s end customers and/or Customer’s employees (if the services are used to survey employees)  that is provided by Customer in the course of performing the Services.  As between Company and Customer, all End Customer Personal Data is Customer’s property.  Customer grants Company a non-exclusive, worldwide, royalty-free license to process, reproduce, display, copy, communicate, and otherwise use the End Customer Personal Data solely to the extent necessary to perform its obligations under the Agreement.   Company shall not: (i) retain or use End Customer Personal Data other than as needed to perform the Services or (ii) sell, lease, or otherwise disclose such End Customer Personal Data except to service providers needed to render the Services. CI shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

3.2 Protection of Confidential Information.   The parties each agree to collect, store, and use all CI provided to it or obtained by it as a result of this Agreement, in a manner that: (i) protects the security, confidentiality and integrity of the CI; (ii) ensures against reasonably anticipated threats or hazards to the security or integrity of the CI; and (iii) protects against unauthorized access to or use of the CI that could result in harm or inconvenience to the other party.  Each party shall use at least the same degree of care in protecting the CI as the party uses to protect its own CI of like kind (but in no event less than reasonable care).  The parties agree that CI shall not be used for any purpose outside the scope of this Agreement and that neither party shall disclose any CI to any third party without the other party’s prior written consent other than to: (i) its legal counsel and accountants; (ii) to potential investors, lenders, purchasers of either party’s business, or underwriters in connection with their due diligence in future financings, acquisitions mergers or public offerings of either party; or (iii) as required by law.

3.3 Privacy.   Customer should carefully read the Company’s privacy policy located at www.reputation.com/privacy-policy (“Privacy Policy”) as it is hereby incorporated into this Agreement by reference, and governs Company’s treatment of Personal Data (as defined in the Privacy Policy), including Customer Data, that Customer submits to Company or that Company collects in connection with providing the Services. Customer acknowledges and understands that the Privacy Policy may be amended from time to time at the Company’s discretion. The Company has provided a Data Protection Tool in its reputation management Platform to enable Customer to search for, access, copy and/or permanently delete End Customer Personal Data that resides within the Company’s reputation management platform and related modules as required in order to respond to consumer and/or data subject data protection requests under the data privacy regulations such as the California Consumer Privacy Act (“CCP
A”) and/or the General Data Protection Regulations (“GDPR”).  This product feature will be made available to Customer’s authorized users that require access to the tool in order to respond to Data Protection Requests or otherwise manage personal data in the Platform. 

4. PRODUCT MODIFICATIONS.

The Company continues to innovate and develop its Services and reserves the right from time-to-time to make modifications to the Services and/or to particular components of the Services to improve the Services and/or to address market changes, including, but not limited to, making changes to the particular third party review, social media and/or business listing sites that the Services monitor and/or manage and are included within the Services.  The Company does not warrant or promise that any specific third party review, social media and/or business-listing site will be included within the scope of the Services. Company will use commercially reasonable efforts to notify Customer of any material modifications to its Services.

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