|
permitted by law,whichever is lower,from the date such payment was due until the date paid, and/or(b)We may
<br /> condition future subscription renewals on payment terms shorter than those specified in Section 5.2(Invoicing and
<br /> Payment).
<br /> 5.4.Suspension of Service and Acceleration.If any amount owed by You under this or any other agreement for
<br /> Our services is 30 or more days overdue,We may,without limiting Our other rights and remedies, accelerate Your
<br /> unpaid fee obligations under such agreements so that all such obligations become immediately due and payable,and
<br /> suspend Our services to You until such amounts are paid in full.We will give You at least 7 days'prior notice that
<br /> Your account is overdue, in accordance with Section 12.2(Manner of Giving Notice), before suspending services to
<br /> You.
<br /> 5.5.Payment Disputes.We shall not exercise Our rights under Section 5.3(Overdue Charges)or 5.4(Suspension
<br /> of Service and Acceleration)if You are disputing the applicable charges reasonably and in good faith and are
<br /> cooperating diligently to resolve the dispute.
<br /> 5.6.Taxes.Unless otherwise stated, Our fees do not include any taxes, levies,duties or similar governmental
<br /> assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by
<br /> any local,state, provincial,federal or foreign jurisdiction(collectively, "Taxes"). You are responsible for paying all
<br /> Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which
<br /> You are responsible under this paragraph,the appropriate amount shall be invoiced to and paid by You, unless You
<br /> provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are
<br /> solely responsible for taxes assessable against it based on Our income, property and employees.
<br /> 6.PROPRIETARY RIGHTS
<br /> 6.1.Reservation of Rights in Services.Subject to the limited rights expressly granted hereunder,We reserve all
<br /> rights,title and interest in and to the Services, including all related intellectual property rights. No rights are granted to
<br /> You hereunder other than as expressly set forth herein.
<br /> 6.2.Restrictions.You shall not(i)permit any third party to access the Services except as permitted herein,(ii)create
<br /> derivative works based on the Services except as authorized herein, (iii)copy, frame or mirror any part or content of
<br /> the Services,other than copying or framing on Your own intranets or otherwise for Your own internal business
<br /> purposes, (iv)reverse engineer the Services,or(v)access the Services in order to(a)build a competitive product or
<br /> service,or(b)copy any features,functions or graphics of the Services.
<br /> 6.3.Your Applications and Code.If You,a third party acting on Your behalf, or a User creates applications or
<br /> program code using the Services,You authorize Us to review such applications and program code, solely as
<br /> necessary for Us to provide the Services in accordance with this Agreement and to assure our security and privacy
<br /> standards. Subject to the above,We acquire no right,title or interest from You or Your licensors under this
<br /> Agreement in or to such applications or program code, including any intellectual property rights therein.
<br /> 6.4.Your Data.Subject to the limited rights granted by You hereunder,We acquire no right,title or interest from You
<br /> or Your licensors under this Agreement in or to Your Data,which included personal information, including any
<br /> intellectual rights herein.
<br /> 6.5.Suggestions.We shall have a royalty-free,worldwide, irrevocable, perpetual license to use and incorporate into
<br /> the Services any suggestions,enhancement requests, recommendations or other feedback provided by You,
<br /> including Users, relating to the operation of the Services.
<br /> 7.CONFIDENTIALITY
<br />
|