Master Services Terms to Service Agreement

1. Provision of Services. Enumerate will provide Customer with access to and use of the Services identified in an Order Form executed by the Parties in accordance with this Agreement and, if applicable, will provide related setup or other professional services as may be requested by Customer and mutually agreed to in an Order Form or applicable statement of work (“SOW”). Subject to the terms of this Agreement, Enumerate will use commercially reasonable efforts to make the Services available to Customer pursuant to Enumerate’s service level objectives (“SLO”).
2. Access and Use License. During the Term and subject to the terms of this Agreement, Enumerate hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable (except as provided herein) license to access and use the Services solely for its internal business purposes of providing management and communication services to its residents (“Residents”). For clarity, all intellectual property rights to the Services remain with Enumerate, and Enumerate reserves all rights in and to the Services not expressly granted herein.
3. Customer Administrator and Authorized Users. Customer’s authorized users (“Authorized Users”) will include its designated personnel with administrator status (“Customer Admin”), additional Customer personnel who need to use the Services in connection with providing Customer’s services to its Residents, and Residents, each as authorized by Customer and for a designated level of access. Among Authorized Users, only Customer Admins are authorized to grant and administer access to other Authorized Users on behalf of Customer. Customer Admin shall be responsible for: (i) managing Authorized Users, including providing support to Resident users; and (ii) ensuring that Customer’s Authorized Users list remains accurate and current. Customer Admins shall promptly terminate access for any Authorized Users who cease being employed by Customer or cease being Residents. Use of the Services by Authorized Users shall be subject to all terms and conditions in any end user license terms and/or acceptable use policy made available within the Services, as may be updated by Enumerate from time to time. Enumerate reserves the right to disable or delete accounts of any users in violation of such terms or policies. As between Enumerate and Customer, Enumerate has no responsibility with respect to Customer’s agreements with its Residents.
4. Use Restrictions. Customer shall not, directly or indirectly, nor permit any Authorized User to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) copy, modify, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party except for providing services to its Residents as expressly authorized herein; (v) use the Services to develop any similar or competitive service; (vi) use the Services in violation of any applicable laws or third-party rights; (vii) introduce any viruses, worms, malware, or other destructive code into the Services; (viii) bypass any measures Enumerate uses to restrict access to the Services; or (ix) remove or modify any proprietary markings or restrictive legends placed in the Services. Customer shall ensure that it and its Authorized Users comply with the provisions of this Agreement applicable to use of the Services and shall be responsible for all use of and access to the Services by its Authorized Users.
5. Customer Data. “Customer Data” means all information uploaded into the Services or otherwise provided or made available by or on behalf of Customer or any Authorized User, including data about Residents, to Enumerate in connection with Customer’s use of the Services. As between Enumerate and Customer, Customer is and will remain the owner of all Customer Data, and such information is considered the confidential information of Customer. Subject to the terms of this Agreement, Customer hereby grants Enumerate a limited, non-exclusive license to access, use, store, manage, and process Customer Data as necessary to provide the Services during the Term. For the avoidance of doubt, Customer Data does not include aggregated de-identified or technical data related to Customer’s or its Authorized Users’ access to or use of the Services, which may be used by Enumerate to manage and improve performance, for statistical analysis, and for research and development purposes, provided that such data will not identify Customer, its Authorized Users, or any individual.