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27 <br /> INTELLECTUAL PROPERTY: Customer hereby agrees and acknowledges that USDD owns all rights,title, and interest in and to the Intellectual <br /> Property(as defined below). Customer agrees to not remove, obscure, or alter USDD's or any third party's copyright notice,trademarks, or other <br /> proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD's Product(as defined below). Nothing herein <br /> shall be deemed to give,transfer,or convey to Customer any rights in the Intellectual Property other than the License, as set forth above. For purposes <br /> of this Section,"Intellectual Property" means any and all rights of USDD related to USDD's Products existing from time to time under patent law, <br /> copyright law,trade secret law,trademark law,unfair competition law, and any and all other proprietary rights,and any and all derivative works,work <br /> product,applications,renewals,extensions and restorations thereof,now or hereafter in force and effective worldwide. <br /> REMOTE ACCESS TO THE SYSTEM. <br /> 14.1. Remote Access. USDD requires remote network access to the Customer's Products through Secure Shell(SSH) to perform implementation and <br /> support tasks under this Agreement.To enable remote network access,the Customer will provide USDD support personnel VPN or similar remote <br /> network access to the Products for USDD support personnel("Customer Support")to effectively troubleshoot critical or complex problems and to <br /> expedite resolution of such issues.Remote network access is also used to install core software upgrades and customized software.USDD will only <br /> access Customer's Products with the knowledge and consent of Customer. USDD will not access any other systems or data. <br /> 14.2. Alternative to Network Access. If the Customer elects not to provide remote network access to the Products,then USDD may not be able to perform <br /> some support functions.Customers that elect not to routinely provide network access may temporarily reinstate this access to allow USDD to perform <br /> the above services.The following services will not be performed without this access: Product software upgrades; Product software customization; <br /> Network troubleshooting assistance including packet capture and network monitoring on USDD devices;Detailed log analysis; Bulk updates to certain <br /> Product database tables;Troubleshooting that requires low-level system access or large file transfer. <br /> 14.3. Timely Access. Customers much ensure that remote access is available prior to notifying USDD of a support request. In the event that the Customer <br /> is unable to provide remote access, USDD will not be required to provide support outside those tasks that do not require remote access, and any <br /> corresponding resolution response times will not apply. <br /> 14.4. Physical Security Tokens. USDD has multiple software engineers that provide after-hours support and these engineers do not typically take security <br /> tokens from the USDD office.If the customer requires the use of physical security tokens,this may delay after hours service. <br /> GOVERNING LAW. This proposal and any contract or agreement resulting therefrom will be governed by and construed according to the laws of the <br /> State of Arizona without reqard to its conflicts of law principles. <br /> DISPUTE RESOLUTION/ARBITRATION. Before either USDD or Customer initiate any dispute resolution process related to the Agreement,they <br /> must schedule a mandatory executive resolution conference to be held within thirty(30) days of receipt of the other party's written request. The <br /> conference must be attended by at least one executive from each party. At the conference,each party will present its view of the dispute in detail and the <br /> executives will enter into good faith negotiations in an attempt to resolve the dispute. If the dispute is not resolved within fifteen(15)days of the end of <br /> the conference or if one party refuses to attend the executive resolution conference,then USDD and Customer further agree that any remaining dispute <br /> between them arising out of or relating to this Agreement will be settled by arbitration administered by the American Arbitration Association under its <br /> Commercial Arbitration Rules,to the extent such rules are not inconsistent with this Section, in the AAA's Phoenix regional office by a single,neutral <br /> arbitrator. Discovery may be conducted either upon mutual consent of the parties or by order of the arbitrator upon good cause being shown. In ruling <br /> on motions pertaining to discovery,the arbitrator shall consider that the purpose of arbitration is to provide for the efficient and inexpensive resolution of <br /> disputes,and the arbitrator shall limit discovery whenever appropriate to ensure that this purpose is preserved. The arbitrator shall permit dispositive <br /> motions and issue a written decision sufficient to explain the essential findings and conclusions and may award damages. Any award rendered by the <br /> arbitrator will be final and binding upon USDD and Customer, and judgment may be entered upon it in accordance with applicable law in any court <br /> having jurisdiction thereof. USDD and Customer expressly and irrevocably consent to the jurisdiction of the Maricopa County Superior Court of <br /> Arizona for such purpose.In the event a dispute is submitted to arbitration pursuant to this Section,the prevailing party shall be entitled to the payment of <br /> its reasonable attorneys'fees and costs,as determined by the arbitrator. Each of the parties shall keep all disputes and arbitration proceedings strictly <br /> confidential,except for disclosures of information required by applicable law or regulation. <br /> PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 17 of 18 <br />