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<br />GDSVF&H\9154876.4
<br />GDSVF&H\9154876.4 LA515\1\1011954.v2
<br />loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service
<br />Suspension.
<br />2.6 Business Contact Data and Usage Data. Notwithstanding anything to the contrary in this Agreement,
<br />BS&A may process Business Contact Data: (i) to manage BS&A’s relationship with Customer; (ii) to carry out BS&A’s core
<br />business operations, such as, by way of example and without limitation, accounting, audits, tax preparation and for filing
<br />and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of
<br />the Platform, and to prevent harm to BS&A, Customer, and BS&A’s other customers; (iv) for identity verification purposes;
<br />and (v) to comply with applicable laws, rules, and regulations relating to the processing and retention of Personal
<br />Information to which BS&A may be subject. BS&A may process Usage Data for any lawful purpose, including to monitor,
<br />maintain, and optimize the Platform. ’
<br />3. Customer Responsibilities.
<br />3.1 General. Customer is responsible and liable for all uses of the Platform and Documentation resulting
<br />from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this
<br />Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of
<br />Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken
<br />by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all
<br />Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Platform and
<br />shall cause Authorized Users to comply with such provisions.
<br />3.2 Third-Party Products. BS&A may from time to time make Third-Party Products available to Customer or
<br />BS&A may allow for certain Third-Party Products to be integrated with the Platform to allow for the transmission of
<br />Customer Data from such Third-Party Products into the Platform. For purposes of this Agreement, such Third-Party
<br />Products are subject to their own terms and conditions. BS&A is not responsible for the operation of any Third-Party
<br />Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective
<br />providers. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer
<br />should not install or use such Third-Party Products. By authorizing BS&A to transmit Customer Data from Third-Party
<br />Products into the Platform, Customer represents and warrants to BS&A that it has all right, power, and authority to provide
<br />such authorization.
<br />3.3 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all
<br />Customer Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of
<br />Customer or any Authorized User in connection with the Platform; (iii) Customer’s information technology infrastructure,
<br />including computers, software, databases, electronic systems (including database management systems), and networks,
<br />whether operated directly by Customer or through the use of third-party platforms or service providers (“Customer
<br />Systems”); (iv) the security and use of Customer’s and its Authorized Users’ access credentials; and (v) all access to and
<br />use of the Platform directly or indirectly by or through the Customer Systems or its or its Authorized Users’ access
<br />credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions,
<br />decisions, and actions based on, such access or use. For purposes of clarity, Customer Systems do not include BS&A’s
<br />information technology infrastructure, including computers, software, databases, electronic systems (including database
<br />management systems, and networks operated directly by BS&A and its third-party service providers.
<br />4. Support. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement,
<br />including payment of applicable Fees, BS&A will use commercially reasonable efforts to provide Customer with basic
<br />customer support via BS&A’s standard support channels during BS&A’s normal business hours.
<br />5. Professional Services. BS&A will perform Professional Services as described in an Order or Statement of Work.
<br />Customer will provide BS&A all reasonable cooperation required for BS&A to perform the Professional Services, including
<br />without limitation timely access to any reasonably required Customer materials, information, or personnel. Subject to any
<br />limitations identified in an Order or Statement of Work, Customer will reimburse BS&A’s reasonable travel and lodging
<br />expenses incurred in providing Professional Services. To the extent the Professional Services result in any work product of
<br />any kind or character (“Work Product”), all such Work Product will remain owned solely and exclusively by BS&A and, to
<br />the extent any such Work Product consists of enhancements, improvements, or other modifications to the Platform, such
<br />Work Product may be used by Customer solely in connection with Customer’s authorized use of the Platform under this
<br />Agreement.
<br />6. Insurance. During the Subscription Period, BS&A shall procure and maintain appropriate insurance policies with
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