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Page 3 of 9
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<br />1. SERVICES AND SUPPORT
<br />TERMS AND CONDITIONS
<br />3. CONFIDENTIALITY; PROPRIETARY RIGHTS
<br />1.1 Subject to the terms of this Agreement,
<br />Company will use commercially reasonable efforts to
<br />provide Client the Services outlined in the Order Form
<br />and customization described in Exhibit A.
<br />1.2 Subject to the terms hereof, Company
<br />will provide Client with reasonable product and technical
<br />support services in accordance with the terms set forth
<br />in Exhibit B.
<br />
<br />2. RESTRICTIONS AND RESPONSIBILITIES
<br />2.1 Client will not, directly or indirectly:
<br />reverse engineer, decompile, disassemble or otherwise
<br />attempt to discover the source data, underlying
<br />structure, ideas, know-how or algorithms relevant to the
<br />Services, documentation or data related to the Service;
<br />modify, translate, or create derivative works based on
<br />the Services (except to the extent expressly permitted
<br />by Company or authorized within the Services); use the
<br />Services for the benefit of a third party; or remove any
<br />branding, proprietary notices or labels.
<br />2.2 Client represents, covenants, and
<br />warrants that Client will use the Services only in
<br />compliance with this agreement and all applicable laws
<br />and regulations. Client hereby agrees to indemnify and
<br />hold harmless Company against any damages, losses,
<br />liabilities, settlements and expenses (including without
<br />limitation costs and attorneys’ fees) in connection with
<br />any claim or action that arises from an alleged violation
<br />of the foregoing or otherwise from Client’s use of
<br />Services. Although Company has no obligation to
<br />monitor Client’s use of the Services, Company may do so
<br />and may prohibit any use of the Services it believes may
<br />be (or alleged to be) in violation of the foregoing.
<br />2.3 Company will deliver the Services
<br />electronically and Client shall be responsible for
<br />obtaining and maintaining any equipment and ancillary
<br />services needed to access or otherwise use the Services,
<br />including, without limitation, modems, hardware,
<br />servers, software, operating systems, networking, web
<br />servers and the like (collectively, “Equipment”). Client
<br />shall also be responsible for maintaining the security of
<br />the Equipment, Client account, passwords (including but
<br />not limited to administrative passwords) and files, and
<br />for all uses of Client account or the Equipment with or
<br />without Client’s knowledge or consent. If the Client
<br />requests physical copies of the Services, Client will be
<br />responsible to pay for the costs of printing, postage, and
<br />additional labor.
<br />3.1 Each party (the “Receiving Party”)
<br />understands that the other party (the “Disclosing
<br />Party”) has disclosed or may disclose business, technical
<br />or financial information relating to the Disclosing Party’s
<br />business (hereinafter referred to as “Proprietary
<br />Information” of the Disclosing Party). Proprietary
<br />Information of Company includes non-public
<br />information regarding prices, promotions, features,
<br />functionality and performance of the Services.
<br />Regardless of foregoing, Proprietary Information of
<br />Company does not include this Agreement, invoices,
<br />pricing or work orders, all of which Company
<br />acknowledges may be posted on the Customer’s
<br />public website. Proprietary Information of Client
<br />includes non-public data that has been created by the
<br />Client, an official representative of the Client, or a
<br />third-party at the direction of the Client and is
<br />provided by Client to Company to enable the
<br />provision of the Services (“Digital Media
<br />Placement/Client Data”). Client warrants that they
<br />have received permission from respective third-party
<br />data provider(s) to distribute Client Data to Company
<br />for the purpose of performance of the Services. Any
<br />restrictions of Client Data usage that will impact or
<br />limit the provision of Services must be disclosed in
<br />writing to the Company. The Receiving Party agrees:
<br />(i) to take reasonable precautions to protect such
<br />Proprietary Information, and (ii) not to use (except in
<br />performance of the Services or as otherwise permitted
<br />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 Client
<br />Data for a period of two (2) years following the
<br />disclosure thereof, and shall not apply to any
<br />information that the Receiving Party can document (a) is
<br />or becomes generally available to the public, or (b) was
<br />in its possession or known by it prior to receipt from the
<br />Disclosing Party, (c) was rightfully disclosed to it without
<br />restriction by a third party, (d) was independently
<br />developed without use of any Proprietary Information
<br />of the Disclosing Party, or (e) is required to be disclosed
<br />by law including without limitation the Washington
<br />Public Records Act.
<br />3.2 Client shall own all right, title and
<br />interest in and to the Client Data. Company retains an
<br />unrestricted, irrevocable, perpetual, non-exclusive,
<br />fully-paid and royalty-free, license to use the Client Data
<br />in order to provide the Services and to improve
<br />Company’s Services, including the right to develop
<br />aggregated Client Data or any information derived from
<br />or obtained by using Client Data. All Client Data is
<br />subject to the terms of the applicable user agreement
<br />and any terms that may limit the scope of this
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