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