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3.3 Notwithstanding anything to the contrary,Company shall "Term"), unless either party requests termination at least
<br /> have the right to collect and analyze data and other information thirty(30)days prior to the end of the then-current term.
<br /> relating to the provision,use and performance of various aspects 5.2 In addition to any other remedies it may have,either party
<br /> of the Services and related systems and technologies (including, may also terminate this Agreement upon thirty(30) days' notice
<br /> without limitation, information concerning Customer Data and (or without notice in the case of nonpayment), if the other party
<br /> data derived therefrom), and Company will be free (during and materially breaches any of the terms or conditions of this
<br /> after the term hereof) to (a)use such information and data to Agreement. Customer will pay in full for the Services up to and
<br /> improve and enhance the Services and for other development, including the last day on which the Services are provided. Upon
<br /> diagnostic and corrective purposes in connection with the Services any termination,Company will make all Customer Data available
<br /> and other Company offerings,and(b)disclose such data solely in to Customer for electronic retrieval for a period of thirty(30)days,
<br /> aggregate or other de-identified form in connection with its but thereafter Company may,but is not obligated to,delete stored
<br /> business.No rights or licenses are granted except as expressly set Customer Data. All sections of this Agreement which by their
<br /> forth herein. nature should survive termination will survive termination,
<br /> 4. PAYMENT OF FEES including, without limitation, accrued rights to payment,
<br /> 4.1 Customer will pay Company the then applicable fees confidentiality obligations, warranty disclaimers, and limitations
<br /> described in the Order Form for the Services and Implementation of liability.
<br /> Services in accordance with the terms therein (the "Fees"). If 6. WARRANTY AND DISCLAIMER
<br /> Customer's use of the Services exceeds the Service Capacity set Company shall use reasonable efforts consistent with
<br /> forth on the Order Form or otherwise requires the payment of prevailing industry standards to maintain the Services in a manner
<br /> additional fees(per the terms of this Agreement),Customer shall which minimizes errors and interruptions in the Services and shall
<br /> be billed for such usage and Customer agrees to pay the additional perform the Implementation Services in a professional and
<br /> fees in the manner provided herein. Company reserves the right workmanlike manner. Services may be temporarily unavailable
<br /> to change the Fees or applicable charges and to institute new for scheduled maintenance or for unscheduled emergency
<br /> charges and Fees at the end of the Initial Service Term or maintenance, either by Company or by third-party providers, or
<br /> then-current renewal term, upon thirty(30) days prior notice to because of other causes beyond Company's reasonable control,
<br /> Customer(which may be sent by email).If Customer believes that but Company shall use reasonable efforts to provide advance
<br /> Company has billed Customer incorrectly,Customer must contact notice in writing or by e-mail of any scheduled service disruption.
<br /> Company no later than 60 days after the closing date on the first HOWEVER,COMPANY DOES NOT WARRANT THAT THE
<br /> billing statement in which the error or problem appeared,in order SERVICES WILL BE UNINTERRUPTED OR ERROR FREE;
<br /> to receive an adjustment or credit. Inquiries should be directed to NOR DOES IT MAKE ANY WARRANTY AS TO THE
<br /> Company's customer support department. RESULTS THAT MAY BE OBTAINED FROM USE OF THE
<br /> 4.2 Company may choose to bill through an invoice,in which SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS
<br /> case,full payment for invoices issued in any given month must be SECTION, THE SERVICES AND IMPLEMENTATION
<br /> received by Company thirty(30)days after the mailing date of the SERVICES ARE PROVIDED "AS IS" AND COMPANY
<br /> invoice. Unpaid amounts are subject to a finance charge of 1.5% DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
<br /> per month on any outstanding balance,or the maximum permitted INCLUDING, BUT NOT LIMITED TO, IMPLIED
<br /> by law, whichever is lower, plus all expenses of collection and WARRANTIES OF MERCHANTABILITY AND FITNESS
<br /> may result in immediate termination of Service.Customer shall be FOR A PARTICULAR PURPOSE AND NON-
<br /> responsible for all taxes associated with Services other than U.S. INFRINGEMENT.
<br /> taxes based on Company's net income.
<br /> 4.3 Following the Initial Service Tern, the annual 7. INDEMNITY
<br /> subscription fee shall automatically increase (and annually Company shall indemnify Customer from liability to
<br /> thereafter)by an amount equal to the greater of five percent(5%) third parties resulting from infringement by the Service of any
<br /> or one hundred percent(100%)of the percentage increase in the United States patent or any copyright or misappropriation of any
<br /> Consumer Price Index, Urban Consumers, All Cities Average trade secret,provided Company is promptly notified of any and all
<br /> 1982-84 Equals 100, (CPI-U) during the prior calendar year as threats, claims and proceedings related thereto and given
<br /> published by the U.S. Department of Labor or any successor reasonable assistance and the opportunity to assume sole control
<br /> index,compounded annually from the Effective Date. over defense and settlement;Company will not be responsible for
<br /> 5. TERM AND TERMINATION any settlement it does not approve in writing. The foregoing
<br /> obligations do not apply with respect to portions or components of
<br /> 5.1 Subject to earlier termination as provided below, this the Service(a)not supplied by Company,(b)made in whole or in
<br /> Agreement is for the Initial Service Term as specified in the Order part in accordance with Customer specifications, (c)that are
<br /> Form, and shall be automatically renewed for additional periods modified after delivery by Company, (d)combined with other
<br /> of the same duration as the Initial Service Term(collectively,the products, processes or materials where the alleged infringement
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