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<br />3.3 Company shall own and retain all right, title and
<br />interest in and to (a) the Services, all improvements,
<br />enhancements or modifications thereto, (b) any software,
<br />applications, inventions or other technology developed in
<br />connection with Services or support, (c) the Aggregate Data
<br />(defined below), and (d) all intellectual property rights related
<br />to any of the foregoing.
<br />3.4 Notwithstanding anything to the contrary, Company
<br />shall have the right to collect and analyze data and other
<br />information relating to the provision, use, and performance
<br />of various aspects of the Services and related systems and
<br />technologies (including, without limitation, information
<br />concerning Customer Data, data or information regarding
<br />Customer’s activities on Company’s website or in connection
<br />with the Services, including frequency of visits to the
<br />website, data entered when using the website, vital statistics
<br />and trends, general information regarding Customer’s use of
<br />the Services, correlations identified or categorical
<br />information regarding the kinds of Customer Data provided,
<br />and data derived therefrom (“Aggregate Data”)), and
<br />Company will be free (during and after the term hereof) to (i)
<br />use such information and data to improve and enhance the
<br />Services and for other development, diagnostic and
<br />corrective purposes in connection with the Services and
<br />other Company offerings, and (ii) disclose Aggregate Data in
<br />connection with its business. No rights or licenses are
<br />granted except as expressly set forth herein.
<br />
<br />4. PAYMENT OF FEES
<br />4.1 Customer will pay Company the then applicable fees
<br />described in the Order Form for the Services in accordance
<br />with the terms therein (the “Fees”). Company reserves the
<br />right to change the Fees or applicable charges and to
<br />institute new charges and Fees at the end of the Initial
<br />Service Term or then-current renewal term, upon thirty (30)
<br />days prior notice to Customer (which may be sent by email).
<br />If Customer believes that Company has billed Customer
<br />incorrectly, Customer must contact Company no later than
<br />60 days after the closing date on the first billing statement in
<br />which the error or problem appeared, in order to receive an
<br />adjustment or credit. Inquiries should be directed to
<br />Company’s customer support department.
<br />4.2 Company may choose to bill through an invoice, in
<br />which case, full payment for invoices issued in any given
<br />month must be received by Company thirty (30) days after
<br />the mailing date of the invoice. Unpaid amounts are subject
<br />to a finance charge of 1.5% per month on any outstanding
<br />balance, or the maximum permitted by law, whichever is
<br />lower, plus all expenses of collection and may result in
<br />immediate termination of Service.
<br />5. TERM AND TERMINATION
<br />5.1 Subject to earlier termination as provided below,
<br />this Agreement is for the Initial Service Term as specified in
<br />the Order Form, and thereafter shall continue month to
<br />month. After the Initial Service Term, either party may
<br />terminate this Agreement for convenience and without
<br />penalty by providing the other party thirty (30) days written
<br />notice. Customer will pay in full for the Services up to and
<br />including the last day on which the Services are provided.
<br />5.2 In addition to any other remedies it may have, either
<br />party may also terminate this Agreement upon thirty (30)
<br />days’ notice (or without notice in the case of nonpayment), if
<br />the other party materially breaches any of the terms or
<br />conditions of this Agreement. Customer will pay in full for
<br />the Services up to and including the last day on which the
<br />Services are provided. Upon any termination, Company may,
<br />but is not obligated to, delete stored Customer Data. All
<br />sections of this Agreement which by their nature should
<br />survive termination will survive termination, including,
<br />without limitation, accrued rights to payment, confidentiality
<br />obligations, warranty disclaimers, and limitations of liability.
<br />
<br />6. WARRANTY AND DISCLAIMER
<br />6.1 Company shall use reasonable efforts consistent
<br />with prevailing industry standards to maintain the Services
<br />in a manner which minimizes errors and interruptions in the
<br />Services and shall perform the Services in a professional and
<br />workmanlike manner. Services may be temporarily delayed
<br />either by Company or by third-party providers, or because of
<br />other causes beyond Company’s reasonable control, but
<br />Company shall use reasonable efforts to provide advance
<br />notice in writing or by e-mail of any service disruption.
<br />HOWEVER, COMPANY DOES NOT WARRANT THAT THE
<br />SERVICES WILL BE UNINTERRUPTED OR ERROR FREE;
<br />NOR DOES IT MAKE ANY WARRANTY AS TO THE
<br />RESULTS THAT MAY BE OBTAINED FROM USE OF THE
<br />SERVICES OR WITH RESPECT TO ANY MARKETING OR
<br />INVESTMENT DECISION MADE WHILE USING THE
<br />SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS
<br />SECTION, THE SERVICES ARE PROVIDED “AS IS” AND
<br />COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR
<br />IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
<br />WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
<br />A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
<br />6.2 Company shall use reasonable efforts to maintain
<br />availability of data sources required for the provision of
<br />Services. COMPANY DOES NOT WARRANT THAT THE
<br />DATA UTILIZED IN THE PERFORMANCE OF SERVICES
<br />WILL BE AVAILABLE IN PERPETUITY, AND THE DATA
<br />MAY, DUE TO CIRCUMSTANCES BEYOND THE
<br />COMPANY’S CONTROL, BECOME UNAVAILABLE. Under
<br />such circumstances, Company may, at its option and expense
<br />(a) replace or modify the Services to utilize available data
<br />sources, provided that such modification or replacement
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