|
DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148
<br /> reflecting all associated fees associated with Client's Change Order. Client shall have ten (10) business days from receipt
<br /> of such proposal to accept or reject Simpleview's proposal in writing. If Client accepts Simpleview's proposal to
<br /> undertake the work necessitated by the Change Order, then the Change Order, as supplemented and/or modified by
<br /> Simpleview's proposal, shall amend and become a part of Exhibit A and Exhibit C hereto (Fee Schedule). Routine
<br /> updates and "fixes" shall be performed according to the Fee Schedule in Exhibit C.
<br /> 2.3 Hosting
<br /> Unless otherwise indicated in the Exhibits hereto, the Site shall be accessible to third parties via the World Wide
<br /> Web portion of the Internet twenty-four (24) hours a day, seven (7) days a week following launch of the Site, except for
<br /> scheduled maintenance and required repairs, and except for any loss or interruption due to causes beyond the control
<br /> of Simpleview. Client's exclusive remedy for any unscheduled downtime exceeding twenty-four hours shall be a
<br /> prorated credit towards future hosting services. Simpleview shall provide client with a system and the necessary
<br /> software to allow Client to transmit revisions, updates, deletions, enhancements or modifications (the "Updates") to the
<br /> Site. Simpleview shall incorporate Updates according to a written schedule and security policies agreed upon by the
<br /> Parties.
<br /> 3. Service Fees
<br /> Client shall pay the fees set forth in the Fee Schedule in Exhibit C hereto. Simpleview expressly reserves the right
<br /> to change the rates charged hereunder for the Services during any Renewal Term. Client shall pay, or promptly
<br /> reimburse Simpleview for, any out-of-pocket expenses, including, without limitation, travel and travel-related expenses,
<br /> incurred by Simpleview in connection with the performance of the Services, provided however, that the travel and
<br /> related expenses shall be approved in advance by an officer of Client's company. Client shall pay to Simpleview all fees
<br /> within thirty (30) days of the date of the applicable Simpleview invoice. Implementation of certain applications may
<br /> require two or three days of onsite training.
<br /> 4. Proprietary Rights
<br /> 4.1 Proprietary Rights of Client
<br /> Client Content, Work Product, Client Data and User Information shall remain the sole and exclusive property of
<br /> Client subject to section 4.2 of this Agreement. Nothing in this Agreement shall be construed to grant Simpleview any
<br /> ownership right in the Client Content, Work Product, Client Data or User Information. Subject to section 5.1 of this
<br /> Agreement, to the extent, if any, that ownership of Client Content, Work Product, Client Data and User Information
<br /> does not automatically vest in Client by virtue of this Agreement or otherwise, Simpleview hereby transfers and assigns
<br /> to Client all rights, title and interest which Simpleview may have in and to Client Content, Work Product, Client Data and
<br /> User Information.
<br /> "Client Content" includes, without limitation, all copyrights, domain names, designs, images, text, trademarks,
<br /> patents, trade secrets, and any other proprietary rights.
<br /> "Work Product" means all elements of the Site and documentation prepared specifically for Client by Simpleview
<br /> in accordance with the terms of this Agreement including but not limited to HTML files, XML files, graphics files,
<br /> animation files, data files, scripts and programs, in object code, source code or other programming code.
<br /> "Client Data" means all data and information about Client's businesses, customers (current, former or prospective),
<br /> employees, operations, facilities, products, markets, assets or finances that Simpleview obtains, creates, generates,
<br /> collects or processes in connection with this Agreement, and all intellectual property rights in that data and information.
<br />
|