3. Term
This Agreement shall remain in effect in perpetuity. Notwithstanding anything to the contrary, Client can terminate this Agreement at any time ninety (90) days following the effective date.
4.Data
NSS agrees that all data and information provided by Client shall remain the sole property of Client. This clause shall survive termination of this Agreement.
All data and information provided under this Agreement shall be deemed confidential Client information and shall not be shared with any other individual or entity without express written consent from Client. NSS agrees to maintain the security of, and to keep confidential, all data and information provided under this Agreement. This clause shall survive termination of this Agreement.
5. Intellectual Property
The BellesBoard product has been developed at significant effort and cost by NSS. As such, the BellesBoard product remains the exclusive property of NSS.
6. Confidential Information
NSS and Client shall each keep confidential and not disclose to any third party without prior written consent of the other Party any confidential information during the term of this Agreement and thereafter. The term “confidential information” shall include all of the terms of this Agreement (including the compensation terms) and shall also mean information provided or made available by a Party to the other Party in contemplation of or in connection with this Agreement which is reasonable considered to be proprietary or confidential. Each Party hereto acknowledges and agrees that the other Party hereto is entitled to prevent its competitors from obtaining and utilizing their Confidential Information and that the receiving Party may be provided access to the same solely to enable the Party to perform the services as provided for or contemplated in this Agreement. Each Party hereto agrees to hold the other Party’s Confidential Information in the strictest confidence and not to disclose it or allow it to be disclosed directly or indirectly to any person or entity (other than persons employed or engaged by the recipient Party who has a need to know such information and who are obligated by written agreement to maintain the confidentiality thereof) without the other Party’s prior written consent. Confidential information shall not include information which was, is, or becomes known from a third party through no fault of a Party, is learned from a third party legally entitled to disclose such confidential information, or, is required to be disclosed to a third party under applicable law.
7. Invoices and Fees
The initial BellesBoard invoice is for a 90-day subscription. Following that, invoices for access to BellesBoard will be submitted to the Client every thirty (30) days, unless otherwise mutually agreed upon in writing by Client and NSS. Invoices not paid within forty-five (45) days following submission will be deemed past due, and may be subject to a late payment fee of one and one-half percent (1.5%) per month; Invoices not paid within seventy-five (75) days may result in denial of access to BellesBoard.
8. Limited Warranty
NSS warrants that BellesBoard will perform in substantial accordance with previously published documentation. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN ANY ORDER FORM : (A) THE OFFERINGS ARE PROVIDED “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NSS DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) NSS WARRANTS THAT THE FUNCTIONS OR INFORMATION CONTAINED IN BELLEBOARD WILL NOT MEET ANY OTHER REQUIREMENTS OR NEEDS CUSTOMER MAY HAVE, NOR THAT THE SOFTWARE WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE OR SERVICE IS COMPATIBLE WITH ANY PARTICULAR COMPUTER SYSTEM OR SOFTWARE; AND (C) NSS MAKES NO GUARANTEE OF ACCESS TO OR OF ACCURACY OF THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE OFFERINGS.
9. Miscellaneous
This Agreement shall only be modified or amended in writing and duly executed by the parties.
10. Jurisdiction
This Agreement shall be governed by the laws of the State of New York.