|
Page 5 of 9
<br />3.3 Company shall own and retain all right,
<br />title and interest in and to (a) the Services, all
<br />improvements, enhancements or modifications thereto,
<br />(b) any software, applications, inventions or other
<br />technology developed in connection with Services or
<br />support, (c) the Aggregate Data (defined below), and (d)
<br />all intellectual property rights related to any of the
<br />foregoing.
<br />3.4 Notwithstanding anything to the
<br />contrary, Company shall have the right to collect and
<br />analyze data and other information relating to the
<br />provision, use, and performance of various aspects of
<br />the Services and related systems and technologies
<br />(including, without limitation, information concerning
<br />Client Data, data or information regarding Client’s
<br />activities on Company’s website or in connection with
<br />the Services, including frequency of visits to the website,
<br />data entered when using the website, vital statistics and
<br />trends, general information regarding Client’s use of the
<br />Services, correlations identified or categorical
<br />information regarding the kinds of Client Data provided,
<br />and data derived therefrom (“Aggregate Data”)), and
<br />Company will be free (during and after the term Client
<br />will pay in full for the Services up to and including the
<br />last day on which the Services are provided. hereof) to (i)
<br />use such information and data to improve and enhance
<br />the Services and for other development, diagnostic and
<br />corrective purposes in connection with the Services and
<br />other Company offerings, and (ii) disclose Aggregate
<br />Data in connection with its business. No rights or
<br />licenses are granted except as expressly set forth herein.
<br />
<br />4. PAYMENT OF FEES
<br />4.1 Client will pay Company the then
<br />applicable fees described in the Order Form for the
<br />Services in accordance with the terms therein (the
<br />“Fees”). Company reserves the right to change the Fees
<br />or applicable charges and to institute new charges and
<br />Fees at the end of the Initial Service Term or then-
<br />current renewal term, upon thirty (30) days prior notice
<br />to Client (which may be sent by email). If Client believes
<br />that Company has billed Client incorrectly, Client must
<br />contact Company no later than 60 days after the closing
<br />date on the first billing statement in which the error or
<br />problem appeared, in order to receive an adjustment or
<br />credit. Inquiries should be directed to Company’s Client
<br />support department. Datafy reserves the right to
<br />increase fees for existing products and services upon
<br />renewal. Any expanded or newly added products or
<br />services are not initially subject to an increased fee.
<br />4.2 Company may choose to bill through an
<br />invoice, in which case, full payment for invoices issued in
<br />any given month must be received by Company thirty
<br />(30) days after the mailing date of the invoice.
<br />Unpaid amounts are subject to a finance charge of 1.5%
<br />per month on any outstanding balance, or the maximum
<br />permitted by law, whichever is lower, plus all expenses
<br />of collection and may result in immediate termination of
<br />Service.
<br />
<br />5. TERM AND TERMINATION
<br />5.1 Subject to earlier termination as
<br />provided below, these Agreements are for the Campaign
<br />Dates/Initial Service Term as specified in the Order
<br />Forms, and thereafter shall continue month to month.
<br />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
<br />written notice. Client will pay in full for the Services and
<br />media costs up to and including the last day on which the
<br />Services are provided.
<br />5.2 In addition to any other remedies it may
<br />have, either party may also terminate this Agreement
<br />upon thirty (30) days’ notice (or without notice in the
<br />case of nonpayment), if the other party materially
<br />breaches any of the terms or conditions of this
<br />Agreement. Client will pay in full for the Services and
<br />media costs up to and including the last day on which the
<br />Services are provided. Upon any termination, Company
<br />may, but is not obligated to, delete stored Client Data.
<br />All sections of this Agreement which by their nature
<br />should survive termination will survive termination,
<br />including, without limitation, accrued rights to payment,
<br />confidentiality obligations, warranty disclaimers, and
<br />limitations of liability.
<br />
<br />6. WARRANTY AND DISCLAIMER
<br />6.1 Company shall use reasonable efforts
<br />consistent with prevailing industry standards to
<br />maintain the Services in a manner which minimizes
<br />errors and interruptions in the Services and shall
<br />perform the Services in a professional and workmanlike
<br />manner. Services may be temporarily delayed either by
<br />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
<br />advance notice in writing or by e-mail of any service
<br />disruption. In cases where Datafy does not have access
<br />to monitor all aspects of performance metrics, Client
<br />assumes responsibility to inform Datafy of any reporting
<br />discrepancies in a timely manner. Client is responsible
<br />for any billing or charges that are a result of the
<br />reporting discrepancy.
<br />
<br />6.2 HOWEVER, COMPANY DOES NOT
<br />WARRANT THAT THE SERVICES WILL BE
<br />UNINTERRUPTED OR ERROR FREE; NOR DOES IT
<br />MAKE ANY WARRANTY AS TO THE RESULTS THAT
|