Common use of RESTRICTIONS AND RESPONSIBILITIES Clause in Contracts

RESTRICTIONS AND RESPONSIBILITIES. 2.1. Company hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term in accordance with the Agreement, solely for Customer's business purposes. Customer will not, directly or indirectly (except to the extent permitted by any applicable law which is incapable of exclusion by the agreement of the parties): reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms (including Company's availability algorithm and booking widget) relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorised within the Services); license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services and any Software (except to the extent expressly permitted by Company or authorised within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable licence to use such Software during the Term only in connection with the Services. 2.2. Customer shall comply with all applicable technology control and export laws and regulations. 2.3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with the terms and conditions of the Agreement, and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from any actual or alleged breach of the terms and conditions of the Agreement, and/or any applicable laws and regulations, or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

RESTRICTIONS AND RESPONSIBILITIES. 2.1. Company hereby grants to Customer a non-exclusive2.1 Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, non-transferable, non-sublicensable right to access and use the Services during the Term in accordance with the Agreement, solely for Customer's business purposes. Customer will not, directly and will not permit or indirectly authorize third parties to: (except 1) modify, rent, lease, or otherwise permit third parties to use the extent permitted by any applicable law which is incapable of exclusion by the agreement of the parties): reverse engineer, Subscription Services; (2) decompile, disassemble or reverse engineer the Subscription Services, or otherwise attempt to discover the source code, object code code, logic, process or underlying methodology, structure, ideas, know-how ideas or algorithms (including Company's availability algorithm and booking widget) relevant to of the Services Subscription Services, or related trade secrets, or any software, documentation or data related to the Services (“Software”); modify(3) provide access to the Subscription Services to any third party for purposes of assessing features, translatefunctionality, or create derivative works based on performance of the Subscription Services; (4) use the Subscription Services or any Software (except to the extent expressly permitted by Company or authorised within the Services); license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services and any Software (except to the extent expressly permitted by Company or authorised within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third partyany purpose other than its own internal use; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable licence to use such Software during the Term only in connection with the Services. 2.2. Customer shall comply with all applicable technology control and export laws and regulations. 2.3. Customer represents, covenants, and warrants that Customer will (5) use the Subscription Services only or Software other than in accordance with this Agreement and in compliance with the terms and conditions of the Agreement, and all applicable laws and regulations; or (6) remove any product identification, proprietary, copyright or other notices contained in the Services or the Software. Customer hereby agrees will use reasonable efforts to indemnify prevent any unauthorized use of the Subscription Services or the Software, and hold harmless Company against will promptly notify COMPANY in writing of any damages, losses, liabilities, settlements unauthorized use that comes to Customer’s attention and expenses (including without limitation costs provide all reasonable cooperation to prevent and attorneys’ fees) terminate such use. 2.2 Customer will cooperate with COMPANY in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as COMPANY may reasonably request. Customer will also cooperate with COMPANY in establishing a password or other procedures for verifying that only designated employees of Customer have access to any claim or action that arises from any actual or alleged breach of the terms and conditions of the Agreement, and/or any applicable laws and regulations, or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use administrative functions of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 2.4. 2.3 Customer shall will designate an employee who will be responsible for obtaining and maintaining any equipment and ancillary services needed all matters relating to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like this Agreement (collectively, “EquipmentPrimary Contact”). Customer shall also may change the individual designated as Primary Contact at any time by providing written notice to COMPANY. 2.4 Customer will be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. 2.5 Customer further acknowledges, agrees to and is bound by the Privacy Policy on COMPANY’s website (as they may be updated from time to time), except to the extent expressly and directly in conflict with the terms hereof. 2.6 Customer acknowledges and agrees that the Subscription Services operates on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). COMPANY is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services except for those Third Party Services embedded in the Services or otherwise provided by COMPANY. Client is solely responsible for complying with any applicable terms or conditions thereof. COMPANY does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

RESTRICTIONS AND RESPONSIBILITIES. 2.1. Company hereby grants 2.1 Access to the Service may require the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term in accordance with the Agreement, solely for Customer's business purposesinstall certain software. Customer will not, directly or indirectly (except to the extent permitted by and will not permit any applicable law which is incapable of exclusion by the agreement of the parties): third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how ideas or algorithms (including Company's availability algorithm and booking widget) relevant to of the Services Service or any software, documentation or data related to the Services Service (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services Service or any Software (except to the extent expressly permitted by Company or authorised within the Services); license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services and any Software (except to the extent expressly permitted by Company or authorised within the Services)Software; use the Services Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third partyany purpose other than its own use for its own internal business practices; or remove any proprietary notices use the Service or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable licence to use such Software during the Term only other than in connection accordance with the Services. 2.2. Customer shall comply this Agreement and in compliance with all applicable technology control and export laws and regulations. 2.3. Customer represents, covenants, and warrants that 2.2 Customer will use the Services only in compliance cooperate with the terms and conditions of the Agreement, and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) Avocado in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Avocado may reasonably request. Customer will also cooperate with Avocado in establishing a password or other procedures for verifying that only designated employees of Customer have access to any claim or action that arises from any actual or alleged breach administrative functions of the terms and conditions of the Agreement, and/or any applicable laws and regulations, or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoingService. 2.4. 2.3 Customer shall will designate an employee who will be responsible for obtaining and maintaining all matters relating to this Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any equipment and ancillary services needed time by providing written notice to connect to, access or otherwise use the ServicesAvocado. 2.4 Customer agrees that Avocado is permitted to disclose, including, without limitation, modemsthrough display of Customer’s name or logo, hardware, servers, software, operating systems, networking, web servers that Customer is one of its customers to any third-party at its sole discretion (including without limitation in its publicity and the like (collectively, “Equipment”marketing materials). 2.5 Avocado will use commercially reasonable security measures to protect Customer data against unauthorized disclosure or use. Information on Avocado’s approach to security can be found on Avocado’s website. 2.6 Customer shall also will be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

RESTRICTIONS AND RESPONSIBILITIES. 2.1. Company hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term in accordance with the Agreement, solely for Customer's business purposes. 2.1 Customer will not, directly or indirectly (except to the extent permitted by any applicable law which is incapable of exclusion by the agreement of the parties): indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms (including Company's availability algorithm and booking widget) relevant to the System and/or Services or any software, documentation or data related to the System and/or Services (“Software”); modify, translate, or create derivative works based on the Services System or any Software (except to the extent expressly permitted by Company or authorised within the Services); license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services and any Software (except to the extent expressly permitted by Company or authorised authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third partythird; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-non- sublicensable licence license to use such Software during the Term only in connection with the System and/or Services. 2.22.2 Customer will take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer will notify Company immediately of any known or suspected unauthorized use of the System or breach of its security and will use best efforts to stop said breach. 2.3 Customer is responsible and liable for: (a) Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the Company’s acceptable use of the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer’s account, whether authorized or unauthorized. 2.4 Company shall not be responsible and liable for any unauthorized data that is uploaded on to the System by the Customer. 2.5 In its use of the System, Customer will comply with all applicable technology control laws, including without limitation laws governing the protection of personally identifiable information and export other laws and regulationsapplicable to the protection of Customer Data. 2.3. 2.6 Customer represents, covenants, and warrants that Customer will use the System and/or Services only in compliance with the terms and conditions of the Agreement, and this Agreement all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from any actual or an alleged breach violation of the terms and conditions of the Agreement, and/or any applicable laws and regulations, foregoing or otherwise from Customer’s use of the System and/or Services. Although Company has no obligation to monitor Customer’s use of the System and/or Services, Company may do so and may prohibit any use of the System and/or Services it believes may be (or alleged to be) in violation of the foregoing. 2.4. 2.7 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the System and/or Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

RESTRICTIONS AND RESPONSIBILITIES. 2.1. Company hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term in accordance with the Agreement, solely for Customer's business purposes. 2.1 Customer will not, directly or indirectly (except to the extent permitted by and will not permit any applicable law which is incapable of exclusion by the agreement of the parties): third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how ideas or algorithms (including Company's availability algorithm and booking widget) relevant to of the Services or any software, documentation or data related to the Services (“Software”provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorised within the Services); license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services and any Software (except to the extent expressly permitted by Company or authorised within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for any purpose other than its own use for the benefit of a third partyits end users and customers; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable licence to use such Software during the Term only in connection with the Services. 2.2. Customer shall comply with all applicable technology control and export laws and regulations. 2.3. Customer represents, covenants, and warrants that Customer will use the Services only other than in accordance with this Agreement and in compliance with the terms and conditions of the Agreement, and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses regulations (including without limitation costs but not limited to FERPA), intellectual property, consumer and attorneys’ fees) in connection with any claim child protection, obscenity or action that arises from any actual or alleged breach of the terms and conditions of the Agreement, and/or any applicable laws and regulations, or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoingdefamation). 2.4. 2.2 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, serversserver, software, operating systemssystem, networking, web servers servers, long distance and the like local telephone service (collectively, “Equipment”). Customer shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Company’s published policies then in effect. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. Additionally, Customer agrees to be bound by any end-user software agreements that govern the installation and use of such Equipment. 2.3 Customer will cooperate with Company in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Company may reasonably request. Customer will also cooperate with Company in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services. 2.4 Customer will be responsible for maintaining the security of Customer’s account passwords (including but not limited to administrative and user passwords), and for all uses of Customer account with or without Customer’s knowledge or consent.

RESTRICTIONS AND RESPONSIBILITIES. 2.1. Company hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term in accordance with the Agreement, solely for Customer's business purposes. Customer will not, directly or indirectly (except to the extent permitted by any applicable law which is incapable of exclusion by the agreement of the parties): indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how how, or algorithms (including Company's availability algorithm and booking widget) relevant to the Services or any software, documentation documentation, or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company Toskr or authorised within the Services); license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services and any Software (except to the extent expressly permitted by Company or authorised authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third partyParty; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company Toskr hereby grants Customer a non-exclusive, non-transferable, non-sublicensable licence license to use such Software during the Term Term, only for the purpose of using the Services in connection a manner consistent with these Terms of Use. This provision does not restrict Customer from deploying the ServicesSoftware for use at affiliated organizations such as local chapters, state federations, or other affiliates, provided that each such organization agrees to these terms and any applicable Service Agreement, and provided that Customer will be responsible for the conduct of any such organizations under this Agreement. 2.2. Customer shall represents, covenants, and warrants that all data it submits to Toskr, including personal information of any type, may be used by Toskr to provide the Services and for all other purposes described in this Agreement, and that Customer has obtained all permissions necessary to transfer such data to Toskr for such uses. Customer represents, covenants, and warrants that Customer will follow all applicable international, federal, state, provincial, municipal, and local laws and regulations governing the use of the Services and/or the Software, including, without limitations, laws and regulations concerning disclosure of political contributions, telemarketing activities, anti-spam, and privacy. Customer will also comply with all applicable technology control standards in the telecommunications industry regarding the use of the Services, such as 10DLC, as well as the standards of the CTIA and export laws and regulationsthe Mobile Marketing Association. 2.3. Customer represents, covenants, and warrants that Customer will not use the Services only in compliance with the terms any way that (i) is illegal; (ii) disrupts or damages any of Toskr’s computer systems or network or other Parties’ computer systems and conditions of the Agreementnetworks, and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against or (iii) violates any damages, losses, liabilities, settlements and expenses person’s rights (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from any actual or alleged breach of the terms and conditions of the Agreementintellectual property, privacy, publicity, and/or any applicable laws and regulationsstatutory rights). Prohibited uses of Toskr Services include communications that are obscene, libelous, defamatory, fraudulent, discriminatory, or abusive; communications that are unsuitable for minors; communications that promote, incite, or instruct on criminal behavior; communications that are false, misleading, or deceptive; communications that infringe on the intellectual property or privacy rights of third parties; and otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoingunlawful communications. 2.4. Without limiting the foregoing, Customer shall specifically agrees to immediately honor any customer opt-out request, including without limitation any communication in which a recipient says STOP, do not text or call me, or otherwise indicates their desire to no longer receive text messages or phone calls from Customer. The customer agrees to desist from sending any further messages or making further phone calls to that recipient following receipt of any such opt out request. 2.5. Customer will be responsible for obtaining and maintaining any all equipment and ancillary services needed to connect to, access access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers servers, and the like (collectively, “Equipment”). Customer shall will also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) ), and files, and for all uses of Customer Customer’s account or the Equipment with or without Customer’s knowledge or consent. 2.6. Toskr does not provide legal advice, and any organization using ThruTalk for fundraising warrants that they’re using ThruTalk at their own risk, in consultation with their legal counsel. Toskr is a service provider and is not a professional fundraiser or fundraising counsel. Customer warrants they will not use subcontracted services and/or professional fundraisers to make phone calls with ThruTalk. ThruTalk, however, may be used for in-house fundraising, which for this purpose is defined as employees of Customer’s organization making fundraising phone calls on behalf of Customer’s organization. Additionally, ThruTalk may not be used for telemarketing, sales, or advertising services for any Customer’s in-house programs (i.e., selling tickets, and membership packages). Violation of these terms may result in termination or suspension of all services provided by Toskr and may also result in civil, criminal, or administrative liability or penalties against Customer and those assisting Customer. Any failure to enforce these terms does not amount to a waiver of Toskr’s rights. Although Toskr has no obligation to monitor the Customer’s use of the Services, Toskr may do so and prohibit any use of the Services it believes may be (or alleged to be) in violation of these Terms. For the purpose of this section, “professional fundraisers” are defined as separate companies, or individuals who are not employees of the organization hired by an organization to conduct fundraising (i.e., a “professional fundraiser” includes, but is not limited to, a separate company which provides a staffed call center to the organization).