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TERMS AND CONDITIONS
<br /> 1. SERVICES AND SUPPORT 3.1 Each party (the "Receiving Party") understands that
<br /> 1.1 Subject to the terms of this Agreement, Company the other party(the"Disclosing Party") has disclosed or may
<br /> will use commercially reasonable efforts to provide disclose business, technical or financial information relating
<br /> to the Disclosing Party's business (hereinafter referred to as
<br /> Customer the Services outlined in the Order Form and "Proprietary Information" of the Disclosing Party).
<br /> customization described in Exhibit A. Proprietary Information of Company includes non-public
<br /> 1.2 Subject to the terms hereof, Company will provide information regarding promotions, features, functionality
<br /> Customer with reasonable product and technical support and performance of the Services. Regardless of foregoing,
<br /> services in accordance with the terms set forth in Exhibit B. Proprietary Information of Company does not include this
<br /> Agreement, invoices, pricing or work orders, all of which
<br /> Company acknowledges may be posted on the Customer's
<br /> 2. RESTRICTIONS AND RESPONSIBILITIES public website. Proprietary Information of Customer
<br /> includes non-public data that has been created by the
<br /> 2.1 Customer will not, directly or indirectly: reverse Customer, an official representative of the Customer, or a
<br /> engineer, decompile, disassemble or otherwise attempt to third-party at the direction of the Customer and is provided
<br /> discover the source data, underlying structure, ideas, know- by Customer to Company to enable the provision of the
<br /> how or algorithms relevant to the Services, documentation Services ("Customer Data"). Customer warrants that they
<br /> or data related to the Service; modify, translate, or create have received permission from respective third-party data
<br /> derivative works based on the Services(except to the extent provider(s)to distribute Customer Data to Company for the
<br /> expressly permitted by Company or authorized within the purpose of performance of the Services. Any restrictions of
<br /> Services); use the Services for the benefit of a third party; or Customer Data usage that will impact or limit the provision
<br /> remove any branding, proprietary notices or labels. of Services must be disclosed in writing to the Company.The
<br /> 2.2 Customer represents, covenants, and warrants that Receiving Party agrees: (i)to take reasonable precautions to
<br /> Customer will use the Services only in compliance this protect such Proprietary Information, and (ii) not to use
<br /> agreement and all applicable laws and regulations. Customer (except in performance of the Services or as otherwise
<br /> hereby agrees to indemnify and hold harmless Company permitted herein) or divulge to any third person any such
<br /> against any damages, losses, liabilities, settlements and Proprietary Information. The Disclosing Party and the
<br /> Receiving Party agree that the foregoing shall apply with
<br /> expenses (including without limitation costs and attorneys' respect to the Proprietary Information and the Customer
<br /> fees) in connection with any claim or action that arises from Data for a period of two (2) years following the disclosure
<br /> an alleged violation of the foregoing or otherwise from thereof, and shall not apply to any information that the
<br /> Customer's use of Services. Although Company has no
<br /> obligation to monitor Customer's use of the Services, Receiving Party can document (a) is or becomes generally
<br /> Company may do so and may prohibit any use of the Services available to the public, or(b)was in its possession or known
<br /> by it prior to receipt from the Disclosing Party, (c)was
<br /> it believes may be (or alleged to be) in violation of the rightfully disclosed to it without restriction by a third party,
<br /> foregoing.
<br /> (d)was independently developed without use of any
<br /> 2.3 Company will deliver the Services electronically and Proprietary Information of the Disclosing Party, or (e) is
<br /> Customer shall be responsible for obtaining and maintaining required to be disclosed by law, including without limitation
<br /> any equipment and ancillary services needed to access or the Washington Public Records Act.
<br /> otherwise use the Services, including, without limitation, 3.2 Customer shall own all right,title and interest in and
<br /> modems, hardware, servers, software, operating systems, to the Customer Data. Company retains an unrestricted,
<br /> networking, web servers and the like (collectively, irrevocable, perpetual, non-exclusive,fully-paid and royalty-
<br /> "Equipment"). Customer shall also be responsible for free, license to use the Customer Data in order to provide
<br /> maintaining the security of the Equipment, Customer the Services and to improve Company's Services, including
<br /> account, passwords (including but not limited to the right to develop aggregated Customer Data or any
<br /> administrative passwords) and files, and for all uses of information derived from or obtained by using Customer
<br /> Customer account or the Equipment with or without Data. All Customer Data is subject to the terms of the
<br /> Customer's knowledge or consent. If the Customer requests applicable user agreement and any terms that may limit the
<br /> physical copies of the Services,Customer will be responsible scope of this agreement must be disclosed in writing by the
<br /> to pay for the costs of printing,postage,and additional labor. Customer. Customer expressly gives Company the right to
<br /> disclose publicly and to other parties Customer status as a
<br /> 3. CONFIDENTIALITY; PROPRIETARY RIGHTS customer of Company and to reasonably cooperate with
<br /> Company to serve as a reference account upon request.
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