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Subscription Agreement
<br />GovAl Enterprise
<br />GovAl
<br />8.1 Fees. Customer shall pay GovAl the Subscription
<br />Fees as specified in the Order Form.
<br />8.2 Invoicing & Payment. Unless otherwise stated
<br />on the Order Form, Subscription Fees will be
<br />invoiced quarterly or annually in advance, and
<br />payment is due net thirty (30) days from the
<br />invoice date. Customer is responsible for
<br />maintaining complete and accurate billing and
<br />contact information with GovAl.
<br />8.3 Overdue Payments. Any payment not received
<br />from Customer by the due date may accrue, at
<br />GovAl's discretion, late charges at the rate of 1.5%
<br />of the outstanding balance per month, or the
<br />maximum rate permitted by law, whichever is
<br />lower, from the date such payment was due until
<br />the date paid.
<br />8.4 Taxes. Unless otherwise stated, the Subscription
<br />Fees do not include any direct or indirect local,
<br />state, provincial, federal or foreign taxes, levies,
<br />duties, or similar governmental assessments of
<br />any nature, including value-added, goods and
<br />services, harmonized, use, or withholding taxes
<br />(collectively, "Taxes"). Unless otherwise exempt,
<br />Customer is responsible for paying all Taxes
<br />associated with its purchases pursuant to the
<br />Subscription Agreement, excluding taxes based on
<br />GovAl's net income or property. If GovAl has the
<br />legal obligation to pay or collect Taxes for which
<br />Customer is responsible under this section, the
<br />appropriate amount shall be invoiced to and paid
<br />by Customer, unless Customer provides GovAl
<br />with a valid tax exemption certificate authorized by
<br />the appropriate taxing authority.
<br />8.5 Audit Rights. GovAl shall have the right to use
<br />the capabilities of the Service to confirm the
<br />number of users using the Service and Customer's
<br />compliance with these Subscription Terms.
<br />8.6 Suspension of Service. If Customer's account is
<br />sixty (60) days or more overdue, then in addition to
<br />any of its other rights or remedies, GovAl shall
<br />have the right to suspend the Service provided to
<br />Customer, without liability to Customer, until such
<br />amounts are paid in full.
<br />8.1 Fee Changes; Automatic Annual Increase.
<br />Subscription Fees shall automatically increase by
<br />three and one-half percent (3.5%) per annum on
<br />the start date of each Renewal Term (each
<br />anniversary of the Effective Date). GovAl will
<br />provide written notice of the adjusted Subscription
<br />Fees at least sixty (60) days prior to the start of the
<br />applicable Renewal Term. Except for the foregoing
<br />automatic increase, GovAl may change any other
<br />GoM.com
<br />fees upon sixty (60) days prior written notice, and
<br />such revised prices shall become applicable at the
<br />start of the next Renewal Term.
<br />9. CONFIDENTIALITY.
<br />9.1 Definitions. As used in this Section 9,
<br />"Confidential Information" shall mean and
<br />include information disclosed by GovAl or
<br />Customer (the "Disclosing Party") to the other
<br />(the "Recipient") during the term of the Agreement
<br />that is either (i) marked as confidential or (ii)
<br />disclosed orally and described as confidential at
<br />the time of disclosure and subsequently set forth in
<br />writing, marked confidential, and sent to the
<br />Recipient not more than thirty (30) days after the
<br />initial disclosure. Notwithstanding the foregoing, in
<br />no event shall the absence of such a mark or
<br />legend preclude disclosed information which would
<br />be considered confidential by someone exercising
<br />reasonable business judgment from being treated
<br />as Confidential Information. Confidential
<br />Information includes the Service (and the results of
<br />any testing or evaluation of the Service),
<br />Documentation, and any other related information
<br />furnished by GovAl to Customer, including, without
<br />limitation, all Intellectual Property Rights,
<br />information, pricing plans, know-how, product
<br />plans, technical information and specifications.
<br />9.2 Compliance and Obligations. The Disclosing
<br />Party agrees to keep confidential any and all
<br />Confidential Information of Recipient and shall take
<br />reasonable steps it takes to protect its own
<br />Confidential Information. Recipient shall only
<br />disclose such Confidential Information (i) to its
<br />Personnel, agents, or representatives who have a
<br />need to know such information, for the purpose of
<br />performing their obligations under this Agreement,
<br />and who have entered into confidentiality
<br />agreements and are bound by confidentiality
<br />obligations no less protective as this Agreement,
<br />or (ii) to the extent required by Applicable Law or
<br />during the course of or in connection with any
<br />litigation, arbitration or other proceeding based
<br />upon or in connection with the subject matter of
<br />this Agreement, provided that the Disclosing Party
<br />shall give the recipient reasonable notice prior to
<br />such disclosure and shall comply with any
<br />applicable protective order or equivalent.
<br />9.3 Freedom of Information Requests and Public
<br />Records Laws. Notwithstanding the obligations in
<br />this Section 9, the Customer may be subject to
<br />applicable public records laws, including but not
<br />limited to the Freedom of Information Act (FOIA) or
<br />similar state or provincial legislation, which may
<br />require disclosure of certain information. If the
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