2.3 Institution Use. Institution's licensed Users may use the Program only to access Institution's own data and to fulfill Institution's internal information processing needs. Institution may not sublicense, resell, publish, transmit, broadcast or otherwise distribute all or any portion of the Program to any person or entity, except as expressly set forth herein, or use it to process the data of a third party.

2.4 Institution Responsibilities. Institution is responsible for all activities that occur under Institution's User accounts. Institution shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Institution Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Program, and notify Campus Labs promptly of any such unauthorized use; (iii) be responsible for acquiring and maintaining the software, equipment and communications Programs necessary to connect to the Program and to download, print and otherwise process data delivered by the Program, and (iv) comply with all applicable local, state, federal, and foreign laws in using the Program.

2.5 Technical & Support Programs. During the License Term, the Institution will have access to technical support and support Programs ("Standard Programs"). Included in Standard Programs are telephone and online support and consulting, professional development webinars, and available Program updates.

2.6 Additional Programs. Support Programs that are beyond the scope of Standard Programs may call for significant consultations, research, development, analysis, and/or on-site training (“Additional Programs”), unless otherwise specified in the License Schedule, will be charged to Institution as fees for such Programs. In cases where requests made by Institution are not Standard Programs, but rather Additional Programs, such requests will be clearly identified as Additional Programs to Institution for approval before any fees are incurred.

3.1 Annual Fees. Institution agrees to pay Campus Labs an annual subscription fee for the Program(s) in an amount specified in Schedules A, B, and any subsequent amendments for the purchase of additional products. Institution agrees to pay Campus Labs the annual subscription fee within thirty (30) days of the Effective Date of this Agreement. Thereafter, for the term of the Agreement, Institution agrees to pay Campus Labs the annual subscription fee on or before the anniversary of the Effective Date of each respective calendar year. Upon renewal of the License(s), Campus Labs shall increase the pricing by a variance of 4% for each Program on an annual basis for the term(s) of the Agreement.

3.2 Invoicing & Payment. Campus Labs shall invoice Institution for any and all fees relating to the Program, including any late charges, in accordance with the terms of the relevant License Schedule.

3.3 Suspension of Program(s). If Institution's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, Campus Labs reserves the right after notice of overdue payment to Institution to suspend the Program provided to Institution, without liability to Institution, until such amounts are paid in full.

3.4 Taxes. Campus Labs's fees are exclusive of all local, state, federal and foreign taxes, levies, or duties of any nature ("Taxes"), and Institution is responsible for payment of all Taxes, excluding only taxes based on Campus Labs's net income. If Campus Labs has the legal obligation to pay or collect taxes for which Institution is responsible pursuant to this Section 3.4, the appropriate amount shall be billed to and paid by Institution unless Institution provides Campus Labs with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.5 Billing & Contact Information. Institution shall maintain complete, accurate and up-to-date Institution billing and contact information with Campus Labs.

4.1 Reservation of Rights. Institution acknowledges that in providing the Program, Campus Labs utilizes (i) the Campus Labs and Campus Labs names, the Campus Labs, Campus Labs, campuslabs.com logos, the campuslabs.com domain name, the product names associated with the Program and other trademarks; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Campus Labs Technology") and that the Campus Labs Technology is covered by intellectual property rights owned or licensed by Campus Labs ("Campus Labs IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in the Campus Labs IP Rights are granted to Institution and all such rights are hereby expressly reserved.