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017005.7000\2564684.1 2
<br />interest per month on the outstanding balance of any fees or approved expenses not paid within thirty
<br />(30) days of the due date.
<br />
<br />3.2 Taxes. If Client is not a tax-exempt entity, Client shall pay or reimburse any and all
<br />federal, state, dominion, provincial or local sales, use, personal property, excise, or other taxes, fees or
<br />duties arising from or related to this Agreement (other than taxes based on SizeUp’s net income).
<br />
<br />4. Ownership. Client acknowledges that, as between SizeUp and Client, all right, title and interest
<br />in the Services and Widget Software including SizeUp Local Business Intelligence, and any other SizeUp
<br />materials furnished or made available hereunder, and all modifications, enhancements and improvements
<br />thereof, including all rights under copyright and patent and other intellectual property rights, belong to and
<br />are retained solely by SizeUp, or SizeUp’s licensors and providers, if any. There are no implied rights.
<br />Any rights not granted under this Agreement are reserved by SizeUp.
<br />
<br />5. Confidential Information. To the extent permitted by law, Client agrees to keep confidential and
<br />not disclose or use except in performance of its obligations under this Agreement, confidential or
<br />proprietary information related to SizeUp’s technology or business, including, but not limited
<br />to: information relating to products or technology of SizeUp or the properties, composition, structure, use
<br />or processing thereof, computer programs, code, algorithms, schematics, data, know-how, processes,
<br />ideas, inventions, and other technical, business, financial, and product development plans, forecasts,
<br />strategies and information (all of the foregoing, “Confidential Information”). Client shall use reasonable
<br />precautions to protect SizeUp’s Confidential Information. Confidential Information shall not include
<br />information that (a) is in or enters the public domain including in reasonably available public or
<br />government databases through no improper action or inaction by Client; (b) was rightfully in the Client’s
<br />possession or known by it prior to receipt from SizeUp; (c) was rightfully disclosed to the Client by another
<br />person without restriction; or (d) was independently developed by Client by persons without access to
<br />such information and without use of any Confidential Information of SizeUp. Client may disclose
<br />Confidential Information that is required to be disclosed by a court or other adjudicative body provided
<br />that reasonable measures are taken to minimize disclosure and guard against further disclosure, and also
<br />provided that Client gives SizeUp prior written notice of the proposed disclosure to allow SizeUp to seek
<br />protection for the Confidential Information.
<br />
<br />6. Warranty Disclaimer; Limitation of Liability. SIZEUP FOR ITSELF AND ITS LICENSORS IF
<br />ANY, MAKES, AND CLIENT RECEIVES, NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR
<br />STATUTORY, ARISING IN ANY WAY OUT OF, RELATED TO, OR UNDER THIS AGREEMENT OR
<br />THE PROVISION OF MATERIALS OR SERVICES THEREUNDER, AND SIZEUP SPECIFICALLY
<br />DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br />PURPOSE. IN ADDITION, CLIENT AGREES THAT SIZEUP’S LIABILITY UNDER THIS AGREEMENT
<br />IS LIMITED TO THE AMOUNT PAID FOR THE SERVICES AND SOFTWARE BY CLIENT. IN NO
<br />EVENT SHALL SIZEUP HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL
<br />DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA
<br />OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING IN ANY WAY
<br />OUT OF THIS AGREEMENT UNDER ANY CAUSE OF ACTION.
<br />
<br />7. Term and Termination. This Agreement will take effect on the Effective Date and will remain in
<br />effect, unless earlier terminated in accordance herein, for the term specified in Exhibit A. At the end of
<br />each term, this Agreement shall renew automatically for additional one (1) year terms unless either party
<br />provides written notice of termination to the other at least thirty (30) days before the end of the then
<br />current term. Any such renewal shall be subject to the same terms and conditions of this Agreement,
<br />except for the renewal fee which may change after the initial term. Notwithstanding the foregoing, SizeUp
<br />may immediately terminate this Agreement if SizeUp determines that Client has failed to materially
<br />comply with any of the terms and conditions of this Agreement, or may terminate for convenience
<br />provided that SizeUp offers Client a pro-rata reimbursement for the time period that the Services are not
<br />provided due to such termination for convenience. This Agreement may be terminated by either party if
<br />the other party (i) fails to pay any amount due under this Agreement within ten (10) days after written
<br />notice of such nonpayment, or (ii) commits a material breach of this Agreement, which breach, if capable
<br />of being cured, is not cured within thirty (30) days of written notice of termination. Termination by any
<br />DocuSign Envelope ID: EC5EFAEF-2401-4C60-8F93-CF3CF6CC7702
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