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<br />GDSVF&H\9154876.4
<br />GDSVF&H\9154876.4 LA515\1\1011954.v2
<br />EXHIBIT A
<br />CUSTOMER TERMS AND CONDITIONS
<br />The Parties agree as follows:
<br />1. Definitions.
<br />1.1 “Authorized User“ means Customer’s employees, consultants, contractors, and agents: (i) who are
<br />authorized by Customer to access and use the Platform under this Agreement; and (ii) for whom access to the Platform
<br />has been purchased hereunder.
<br />1.2 “BS&A IP” means the Platform and any and all intellectual property provided to Customer or any
<br />Authorized User in connection with the foregoing. For the avoidance of doubt, BS&A IP includes Usage Data and any
<br />information, data, or other content derived from BS&A’s provision of the Platform but does not include Customer Data.
<br />1.3 “Business Contact Data” means Personal Information that relates to BS&A’s relationship with
<br />Customer, including, by way of example and without limitation, the names and contact information of Authorized Users
<br />and any other data BS&A collects for the purpose of managing its relationship with Customer, identity verification, or as
<br />otherwise required by applicable laws, rules, or regulations.
<br />1.4 “Customer Data” means information, data, and other content, in any form or medium, that is
<br />submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Platform,
<br />including Business Contact Data; provided that, for purposes of clarity, Customer Data as defined herein does not include
<br />Business Contact Data or Usage Data.
<br />1.5 “Documentation” means Company’s end user documentation relating to the Platform, including any
<br />user guides.
<br />1.6 “Harmful Code” means any software, hardware, or other technology, device, or means, including any
<br />virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access
<br />to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software,
<br />firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity,
<br />confidentiality, or use of any data processed thereby.
<br />1.7 “Order” means: (i) a purchase order, order form, or other ordering document entered into by the Parties
<br />that incorporates this Agreement by reference; or (ii) if Customer registered for the Platform through BS&A’s online
<br />ordering process, the results of such online ordering process.
<br />1.8 “Personal Information” means any information that, individually or in combination, does or can identify
<br />a specific individual or by or from which a specific individual may be identified, contacted, or located, including without
<br />limitation all data considered “personal data”, “personally identifiable information”, or something similar under applicable
<br />laws, rules, or regulations relating to data privacy.
<br />1.9 “Platform” ’has the meaning set forth on the Order.
<br />1.10 “Professional Services” means training, migration, implementation, integration, or other professional
<br />services that are memorialized in writing in a Statement of Work and provided to Customer in connection with its use of
<br />the Platform hereunder.
<br />1.11 “Statement of Work” or “SOW” means a written statement of work for Professional Services executed
<br />by both Parties that incorporates this Agreement by reference.
<br />1.12 “Subscription Period” means the time period identified on the Order during which Customer’s
<br />Authorized Users may access and use the Platform.
<br />1.13 “Third -Party Products” means any third-party products provided with, integrated with, or incorporated
<br />into the Platform.
<br />1.14 “Usage Data” means usage data collected and processed by BS&A in connection with Customer’s use
<br />of the Platform, including without limitation test configuration metadata, activity logs, and data used to optimize and
<br />maintain performance of the Platform, and to investigate and prevent system abuse. For purposes of clarity, Customer
<br />Data is not Usage Data and Usage Data does not contain Personal Information or any other Customer Data.
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