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- Services and Devices. Subject to the terms and conditions of this Agreement, Dinero Detective will provide Customer the Services and Devices and hereby grants Customer a non-exclusive right to access and use the Services and Devices during the Term. Customer will cooperate with Dinero Detective in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required. Customer understands that Dinero Detective’s performance is dependent in part on Customer’s actions, asset quantity, and asset quality. Accordingly, Customer will timely provide Digital Dinero with the necessary items, assistance, and a single Decision Maker in connection with its performance.
- Intellectual Property. Dinero Detective will retain all intellectual property rights relating to the Services and Devices, other than Customer Content. Customer will be solely responsible for the accuracy, quality, integrity and legality of Customer Content. Customer hereby grants to Dinero Detective a non-exclusive, perpetual, indefinite, worldwide license to copy, modify (including the right to create derivative works of), display and use Customer Content. “Customer Content” means any data, information and other material uploaded or supplied to Dinero Detective by Customer in the course of receiving or using Services and Devices.
- Payment. Customer will pay Dinero Detective the Fees set forth in the Order Form. Customer agrees to provide Dinero Detective with a valid credit card and hereby authorize. Dinero Detective or its agents to charge the Fees set forth in the Order Form until termination or expiration of this Agreement. All unpaid Fees are subject to a finance charge of one and a half percent (1.5%) per month, or the maximum amount permitted by law, whichever is lower and Customer will be responsible for reasonable costs and expenses (including for collection agencies and attorneys’ fees) that Dinero Detective incurs in collecting any such unpaid amounts, including the Termination Fee (defined below)3.
- Intellectual Property. Dinero Detective will retain all intellectual property rights relating to the Services and Devices, other than Customer Content. Customer will be solely responsible for the accuracy, quality, integrity and legality of Customer Content. Customer hereby grants to Dinero Detective a non-exclusive, perpetual, indefinite, worldwide license to copy, modify (including the right to create derivative works of), display and use Customer Content. “Customer Content” means any data, information and other material uploaded or supplied to Dinero Detective by Customer in the course of receiving or using Services and Devices
- Confidentiality; Restrictions. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required by law. Further, Customer will not, and will not permit any third party to reverse engineer or otherwise attempt to discover the source code or underlying structure or algorithms of the Services (except to the extent such restrictions are contrary to applicable law), modify or create derivative works based on the Services and Devices, or otherwise use the Services and Devices outside of the scope permitted under this Agreement.
- Term and Termination. Customer may terminate the Agreement without cause upon thirty (30) days prior written notice to Dinero Detective and Customer will be charged the remainder of the subscription fees due for the agreement term (“Termination Fee”) per location. Dinero Detective reserves the right to cancel at any time upon thirty (30) days prior written notice. Termination will be effective at the end of the then-current monthly billing period as set forth in the Order Form. All fees paid up front are non-refundable. Customer must provide written request to have unspent ad budget refunded prior to cancellation. Customer will be billed for the full month during which the written notification is received. Any Device(s) not paid up front and in full as set forth in the Order Form remains property of Dinero Detective and must be returned via a provided shipping label or will be charged off at up to $300 per Device. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice of such breach. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party’s making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business. Termination or expiration of this Agreement shall not affect any rights or obligations of the parties, including the payment of amounts due, which have accrued up to the date of such termination or expiration. The provisions of Sections 3-8 shall survive termination or expiration of this Agreement.
- Warranties; Disclaimer. Dinero Detective warrants that (a) the Services and Devices will operate in material conformity with any specifications set forth in writing by Dinero Detective, and (b) it will perform the Services in a professional and workmanlike manner with employees having a level of skill commensurate with the requirements of this Agreement. Except for the warranties expressly set forth Dinero Detective hereby disclaims all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title.
- Limitation of Liability. Except for either party’s breach of Section 3, in no event will either party be liable for (a) any indirect, punitive, incidental, special or consequential damages arising out of this Agreement or the delay or inability to use the Services and Devices (including lost profits) or (b) any other damages in excess of the aggregate Fees (and payable) paid to Dinero Detective hereunder in the twelve (12) month period ending on the date that a claim or demand is first asserted, even if either party has been advised of the possibility of damages.
- General. This Agreement is inclusive of the Terms of Service available at www.dinerodetective.com/terms-of-service. For all purposes under this Agreement, each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of North Carolina, without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. Without limiting anything herein, and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party. Neither party shall have the right to assign this Agreement, except that either party may assign its rights and obligations without consent to a successor to substantially all its relevant assets or business. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable.