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scripting or coding into the Cloud Service. Notwithstanding the foregoing restrictions, in the event Subscriber has purchased a Cloud Service for Commercial Use (as
<br />such term is defined below), Subscriber shall be permitted to use the Cloud Service to provide Third Party services in cases where such Third Parties access the Subscriber
<br />provided applications or services, but where such Third Parties do not have the ability to install, configure, manage or have direct access to the Cloud Services. Company
<br />hereby agrees, subject to payment of the applicable fees, to permit such use and the terms of this Agreement, including references to "Internal use" and/or "internal
<br />business operations" shall be deemed to include and permit such use (hereafter referred to as "Commercial Use").
<br />(e) Additional Guidelines. Company reserves the right to establish, modify, discontinue or substitute its Cloud Service offerings, general practices and limits
<br />concerning use of the Cloud Service from time to time. Company also reserves the right to block IP addresses originating a Denial of Service (DoS) attack. Company shall
<br />notify Subscriber should this condition exist and inform Subscriber of its action. Once blocked, an IP address shall not be able to access the Cloud Service and the block
<br />may be removed once Company is satisfied corrective action has taken place to resolve the Issue.
<br />(f) Use of Messaging Services. Subscriber may use Cloud Service to send emails and messages to users and third parties. Subscriber is solely responsible for
<br />any such message and their content. Messages may be blocked, delayed, or prevented from being delivered by destination servers and other reasons outside
<br />Company's control, and there is no warranty that messages will reach their intended destination in a given timeframe.
<br />(g) Previews, No -Charge Offerings. From time to time, Company may make Offerings available to Subscribers at no charge or allow features or services at no
<br />extra charge as part of Cloud Services prior to their general release that are labeled or communicated as "Previews". Subscriber may choose to try such Previews or not
<br />in its sole discretion. Use of Previews is at Subscriber's sole risk and may contain bugs or errors. Subscriber may discontinue use of the Previews at any time, in its sole
<br />discretion. Further, Company may discontinue all Previews availability at any time in its sole discretion without notice. Previews and No -Charge Offerings are provided
<br />on an "as -is" basis and "as available" basis, without any warranties of any kind.
<br />1.3 Proprietary Rights.
<br />(a) All Cloud Service, non-public Documentation and Company Content are trade secrets of Company and its licensors. Company or its licensors retains all
<br />ownership right, title, and interest in and to Brightly IP, including the Cloud Service, its Documentation and Company Content, and all corrections, enhancements,
<br />improvements to, or derivative works thereof without limitation (collectively "Derivative Works"), and in all Brightly IP therein or thereto. To the extent any Derivative
<br />Work is developed by Company based upon ideas or suggestions submitted by Subscriber to Company, Subscriber hereby irrevocably assigns all rights to use and
<br />incorporate Subscriber's feedback, including but not limited to suggestions, enhancement requests, recommendations and corrections (the "Feedback") relating to the
<br />Cloud Service, together with all Brightly IP related to such Derivative Works. Nothing contained in this Agreement shall be construed to convey to Subscriber (or to any
<br />party claiming through Subscriber) any Brightly IP rights other than the rights expressly set forth in this Agreement. Company reserves all rights In the Offerings and
<br />Brightly IP not expressly granted in this Agreement.
<br />(b) Company acknowledges and agrees that Subscriber retains all ownership right, title, and interest in and to the Subscriber Data and Subscriber Content,
<br />Including all intellectual property rights therein or thereto. Notwithstanding the foregoing, Subscriber hereby grants Company and its Affiliates a non- exclusive, royalty -
<br />free license to access, display, copy, distribute, transmit, publish, disclose and otherwise use all or any portion of Subscriber Data and Subscriber Content to fulfill its
<br />obligations under this Agreement. Company recommends Subscriber confirm the geographic area in which Subscriber Data will be stored, which may be outside the
<br />country in which Subscriber is located. Subscriber will ensure that Subscriber Data can be processed and used as contemplated by this Agreement without violating any
<br />rights of others or any laws or regulations.
<br />(c) Subscriber acknowledges the Cloud Services may utilize, embed or incorporate Third Party software and/or tools (each, a "Third Party Tool") under a license
<br />granted to Company by one or more applicable Third Parties (each, a "Third Party Licensor"), which licenses Company the right to sublicense the use of the Third Party
<br />Tool solely as part of the Cloud Services. Third Party Tools shall be specified in any applicable Documentation, Offering or statement of work. In the event of a conflict
<br />between the Third Party terms and conditions and this Agreement, the Third Party terms and conditions control with regard to the relevant Third Party Tool. Each such
<br />sublicense is nonexclusive and solely for Subscriber's internal use and Subscriber shall not further resell, re -license, or grant any other rights to use such sublicense to
<br />any Third Party. Subscriber further acknowledges that each Third Party Licensor retains all right, title, and interest to its applicable Third Party Tool and all
<br />documentation related to such Third Party Tool. All confidential or proprietary information of each Third Party Licensor is Confidential Information of Company under
<br />the terms of this Agreement and shall be protected in accordance with the terms of Section 7.
<br />Section 2.0 Company Responsibilities
<br />2.1 Professional Services. To the extent Professional Services are included in the applicable Order and/or described in one or more statements of work,
<br />Subscriber agrees to abide by Company's Professional Services Addendum. Each statement of work shall be effective, incorporated into and form a part of this
<br />Agreement when duly executed by an authorized representative of each of the parties. Each statement of work shall (i) describe the fees and payment terms with
<br />respect to the Professional Services being provided pursuant to such statement of work, (ii) identify any work product that will be developed pursuant to such statement
<br />of work, and (iii) if applicable, set forth each party's respective ownership and proprietary rights with respect to any work product developed pursuant to such statement
<br />of work.
<br />2.2 Service Levels. Company shall use commercially reasonable efforts to make the Cloud Service available 99.9% of the time for each full calendar month during
<br />the Subscription Term, determined on twenty-four (24) hours a day, seven (7) days a week basis (the "Service Standard"). The Service Standard availability for access
<br />and use by Subscriber(s) excludes unavailability when due to: (a) any access to or use of the Cloud Service by Subscriber or any Account User that does not strictly
<br />comply with the terms of the Agreement or the Documentation; (b) any failure of performance caused in whole or in part by Subscriber's delay in performing, or failure
<br />to perform, any of its obligations under the Agreement; (c) Subscriber's or its Account User's Internet connectivity; (d) any Force Majeure Event; (e) any failure,
<br />interruption, outage, or other problem with internet service or non -Cloud Service; (f) Scheduled Downtime; or (g) any disabling,suspension, or termination of the Cloud
<br />Service by Company pursuant to the terms of the Agreement. "Scheduled Downtime" means, with respect to any applicable Cloud Service, the total amount of time
<br />(measured in minutes) during an applicable calendar month when such Cloud Service is unavailable for the majority of Subscribers' Account Users due to planned Cloud
<br />Service maintenance. To the extent reasonably practicable, Company shall use reasonable efforts to provide eight (8) hours prior electronic notice of Cloud Service
<br />maintenance events and schedule such Cloud Service maintenance events outside the applicable business hours.
<br />2.3 Security and Data Privacy. Each party shall comply with applicable data privacy laws governing the protection of personal data in relation to their respective
<br />obligations under thls Agreement. Where Company acts as Subscriber's processor of personal data provided by Subscriber, the data is subject to Company's Privacy
<br />Policy, which can be viewed by clicking the "Privacy" hypertext link located within the Cloud Service. By using the Cloud Service, Subscriber accepts and agrees to be
<br />bound and abide by such Privacy Policy. At all times during the Subscription term and upon written request of Subscriber within thirty (30) days after the effective date
<br />of termination or expiration of this Agreement, Subscriber Content shall be available for Subscriber's export and download. In accordance with applicable data privacy
<br />laws following that Initial period, Company shall not be obligated to maintain Subscriber Data nor Subscriber Content and may delete or destroy what remains in its
<br />possession or control.
<br />(a) If applicable in the United States, If Subscriber Is a "Covered Entity" under the Health Insurance Portability and Accountability Act of 1996 (as amended from
<br />time to time, "HIPAA"), and If Subscriber must reasonably provide protected health information as defined by HIPAA in order to use the Cloud Services, Company shall
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