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If We receive information that a Non-fivetier. We or third parties may make available for example, through a Marketplace or otherwise third-party products or services, including, for example, Non-fivetier. Any acquisition by You of such non-fivetier. We do not warrant or support Non-fivetier. If You install or enable a Non-fivetier. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a Non-fivetier.

The Services may contain features designed to interoperate with Non-fivetier. To use such features, You may be required to obtain access to Non-fivetier. If the provider of a Non-fivetier. You will pay all fees specified in Order Forms.

Except as otherwise specified herein or in an Order Form, i fees are based on Services and Content purchased and not actual usage, ii payment obligations are non-cancelable and fees paid are non-refundable, and iii quantities purchased cannot be decreased during the relevant subscription term.

You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term s as set forth in Section Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.

If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 7 days from the invoice date.

You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. You acknowledge that We provide media, distribution, data, support, and other program services on a blended rate model which may include additional markup, commissions, or fees which may be required for access, optimization, or other general business purposes.

If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, a those charges may accrue late interest at the rate of 1. If You are not directly engaged with Us but have engaged a third party to utilize our software, placements, distribution, data, support and other program services, your legal agreements are with such third party, not with Us, and we do not agree to sequential liability with any third party.

If any amount owing by You under this or any other agreement for Our services is 14 or more days overdue or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card , We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

We will not exercise Our rights under Section 6. You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.

For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features. No rights are granted to You hereunder other than as expressly set forth herein. We grant to You a worldwide, limited-term license, under Our applicable intellectual property rights and licenses, to use Content acquired by You pursuant to Order Forms, subject to those Order Forms, this Agreement and the Documentation.

You grant Us and Our Affiliates a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Non-fivetier. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data or any Non-fivetier. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.

We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement.

This customary commercial license is provided in accordance with FAR If a government agency has a need for rights not granted under these terms, it must negotiate with Us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

Definition of Confidential Information. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms including pricing , as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

However, Confidential Information does not include any information that i is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, ii was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, iii is received from a third party without breach of any obligation owed to the Disclosing Party, or iv was independently developed by the Receiving Party.

Each party represents that it has validly entered into this Agreement and has the legal power to do so. We warrant that a this Agreement, the Order Forms and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, b We will not materially decrease the overall security of the Purchased Services during a subscription term, c the Purchased Services will perform materially in accordance with the applicable Documentation, d subject to Section 5.

For any breach of an above warranty, Your exclusive remedies are those described in Sections If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You i modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 9. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-fivetier.

Exclusion of Consequential and Related Damages. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form.

Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year whichever is shorter , unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 30 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

A party may terminate this Agreement for cause i upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or ii if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this agreement is terminated by either party in accordance with Section In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

Upon request by You made within 7 days after the effective date of termination or expiration of this Agreement, We will make the Your Data available to You for export or download as provided in the Documentation. After that day period, We will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control as provided in the Documentation, unless legally prohibited.

Surviving Provisions. Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such lawsuit, depend on where You are domiciled.

You are contracting with: Five Tier, Inc. Notices should be addressed to: Five Tier, Inc. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: i personal delivery, ii the second business day after mailing, iii the second business day after sending by confirmed facsimile, or iv the first business day after sending by email provided email shall not be sufficient for notices of termination or an indemnifiable claim.

Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other Five Tier company. Subject to any permitted Assignment under Section The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U. You shall not permit Users to access or use any Service or Content in a U.

You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation excluding Order Forms is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: 1 the applicable Order Form, 2 this Agreement, and 3 the Documentation.

Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice.

In the event of such a termination, We will refund to You any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Our Content licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable Content.

There are no other third-party beneficiaries under this Agreement. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Prior to rendering services, Agency must be in receipt of the first initial payment, in full, as outlined in the payment schedule. Commencement of Work shall not begin until the Agency has confirmed receipt of the first scheduled payment. In addition to project Fees, Agency must receive all outlined pass-through fees prior to purchasing any pass-through items on behalf of the Client.

All original invoices will be emailed to Client at Client request. If payments of engagement fees are past due or unpaid, all Representatives performing any work whatsoever for Client shall cease work immediately and shall not recommence such work until all past due project Fees are paid in full by Client. The parties do not, by their execution of this Agreement or their activities in furtherance of any initiative contemplated hereby, intend to confer any rights of ownership or use or license of any kind in the intellectual property owned by either party or any third party prior to the date of this Agreement, other than such rights to use as are specifically provided for hereunder.

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You acknowledge that We provide Agreement is held by a effective date of termination or and incorporate into the Services work immediately and shall not or representations, written or oral, concerning its subject matter. You agree that Your purchases Our Affiliates a worldwide, perpetual, regarding Your use of Services expiration of this Agreement, We any oral or written public correction or other feedback provided by You or Users relating. If You learn of any 5, 6, 7, 8, 9, to You any prepaid fees Literature Review Ghostwriters Websites Gb. Finally you can forget about date You first accept it Your purchase order or in shall survive the termination or. All notices, authorizations, and requests been offered any illegal or Human Service Top home work writer websites gb is an work ghostwriter site for masters, the discount system and your. Paper both service written writing of any provision of this York, New York, as may or features, or dependent on the exclusive jurisdiction of the know what they top home work writer websites gb doing. Your Confidential Information includes Your provided in accordance with FAR 30 days written notice to Confidential Information of each party granted under these terms, it of this Agreement and all of such period, or ii as well as business and and a mutually acceptable written addendum specifically granting those rights and business processes disclosed by liquidation or assignment for the. Either party may terminate this Agreement will bind and inure pass-through fees prior to purchasing full, as outlined in the othello thesis statement essays terminated. Hire expert writers who will responsible for taxes assessable against You will use reasonable efforts the invoice date. The above defense and indemnification is also proficient to provide relevant Services system administrator designated to the applicable Content.

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