|
<br />
<br /> 4
<br />
<br />
<br />6.2 Termination. Either party may terminate this Agreement by providing the other party with at least ninety
<br />(90) days prior written notice of their intention not to renew the Agreement prior to the end of the applicable Term
<br />and such termination will be effective at the end of the then-current Term. This Agreement may be earlier
<br />terminated by either party (a) if the other party materially breaches this Agreement and fails to cure such breach
<br />within ninety (90) days or after receiving written notice of such breach from the other party, except the cure period
<br />for non-payment is ten (10) days; or (b) immediately upon written notice, if you or your Authorized User(s) infringe
<br />upon or misappropriate PlanSource’s intellectual property rights, or if you become insolvent or cease to operate in
<br />the ordinary course, make an assignment for the benefit of creditors, or becomes the subject of any bankruptcy,
<br />reorganization, liquidation, dissolution, or similar proceeding.
<br />
<br />6.3 Effect of Termination. Upon termination of this Agreement, you shall immediately cease use of the Services
<br />and will download End User Data prior to such termination. Following termination, PlanSource shall have no
<br />obligation with respect to storage of End User Data and may, in i ts sole discretion, permanently delete End User
<br />Data in accordance with its internal policies and procedures. Any termination or expiration shall not relieve you of
<br />your obligation to pay all fees outlined in the Order Form(s) (“Fees”), and any provisions, which by their express
<br />terms survive or by their nature should survive, shall survive any termination of this Agreement.
<br />
<br />7. FEES AND TAXES. You will pay all Fees specified in the applicable Order Form(s) and shall provide
<br />PlanSource with accurate and complete billing information and payment method. Services purchased under an
<br />Order Form are non-cancelable and non-refundable. You may, at any time, purchase additional Services and may be
<br />required to execute a new Order Form related to such Services. If you exceed your quantity commitment outlined
<br />in the Order Form, additional charges will be applied to such actual use. If you, in good faith, dispute Fees outlined
<br />in an invoice, you must notify PlanSource within ninety (90) days from receipt of such invoice; failure to do so will
<br />waive your right to dispute such Fees. If any undisputed amount is overdue and you fail to cure such nonpayment,
<br />PlanSource may, without limiting its other rights and remedies, suspend the Services. The Fees and all other
<br />payments hereunder do not include taxes, duties, tariffs, levies, withholdings and similar assessments of any nature
<br />(including without limitation, sales, use, and value- added and withholding taxes), assessable by any jurisdiction
<br />whatsoever (collectively, “Taxes”), other than taxes based on PlanSource’s net income. You are responsible for the
<br />payment of all Taxes associated with its purchases hereunder.
<br />
<br />8. CONFIDENTIALITY. The Receiving Party will: (i) hold the Disclosing Party’s Confidential Information in
<br />confidence and use reasonable care to protect the same; (ii) restrict disclosure of such Confidential Information to
<br />those employees or agents with a need to know such information and who are under a duty of confidentiality
<br />respecting the protection of Confidential Information substantially similar to those of this Agreement; and (iii) use
<br />Confidential Information only for the purposes for which it was disclosed. The restrictions will not apply to
<br />Confidential Information, to the extent it (a) is (or, through no fault of the Receiving Party, has become) generally
<br />available to the public; (b) was lawfully received by the Receiving Party from a third party without such restrictions;
<br />(c) was known to the Receiving Party without such restrictions prior to r eceipt from the Disclosing Party; (d) was
<br />independently developed by the Receiving Party without breach of this Agreement or access to or use of the
<br />Confidential Information; or (e) disclosure of Confidential Information was approved in writing by the Disclosing
<br />Party. The Receiving Party may disclose Confidential Information to the extent the disclosure is required by law,
<br />regulation, or judicial order, provided the Receiving Party will provide prompt notice to the Disclosing Party, where
<br />permitted, of such order and will take reasonable steps to contest or limit such disclosure.
<br />
<br />9. DISCLAIMER.
<br />
<br />9.1 ERISA. PlanSource will perform certain Services under this Agreement for you. Such Services will not include
<br />or imply any discretionary control or discretionary authority over the management of any employee benefits plans
<br />(“Plan(s)”), or any authority or control over management or disposition of any assets of any Plan(s), or any
<br />discretionary authority or discretionary responsibility in the administration of any Plan(s). As to any Plan(s),
<br />PlanSource is not and will not be deemed to be a “fiduciary”, an “administ rator” or “plan administrator”, or “plan
<br />sponsor,” as those terms are defined in or referred to in the Employee Retirement Income Security Act of 1974 and
|