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<br /> <br />Blazestack Inc. <br /> 907 Ranch Rd 620 S # 302, Lakeway, TX 78734 <br />hello@blazestack.com <br />(855) 735-6673 <br /> <br />CONFIDENTIAL <br />Last updated: October 10, 2023 <br /> <br /> <br />payment associated with the work to be performed <br />until such time as said work is completed. <br /> <br />4.2. Taxes. Fees are exclusive of all taxes, including <br />any applicable sales, excise, or use taxes (“Taxes”). <br />Customer shall pay any Taxes directly or to <br />Blazestack, as required by law. If Customer is <br />exempt from paying Taxes, Customer shall provide <br />Blazestack with a valid tax exemption certificate. <br /> <br />4.3. Invoicing and Payment. Blazestack shall invoice <br />Customer according to the terms on the Order Form. <br />Unless the Order Form states otherwise, Fees are due <br />upon receipt of invoice (the “Due Date”). Customer <br />shall provide Blazestack with complete and accurate <br />billing and contact information and promptly notify <br />Blazestack of any changes throughout the Term. <br /> <br />4.4. Overdue Fees. If Blazestack does not receive all <br />Fees by the applicable Due Date, Blazestack may <br />charge a late fee on the unpaid balance at the lesser of <br />1.5% per month or the maximum lawful rate, starting <br />from the date the payment was due until the date <br />paid. Customer shall also reimburse Blazestack for <br />all reasonable costs incurred in collecting any <br />amounts not paid when due, including any attorneys’ <br />fees. Blazestack reserves all rights and available <br />remedies to collect overdue Fees from Customer, <br />including but not limited to suspending Customer’s <br />access to the Service until all Fees are paid. <br /> <br />4.5 Non-Appropriation. Blazestack acknowledges <br />that Customer is a governmental entity, and the <br />validity of this Agreement is based upon the <br />availability of public funding under the authority of <br />its statutory mandate. <br /> <br />In the event that public funds are unavailable or not <br />appropriated for the performance of Customer’s <br />obligations under this Agreement, then this <br />Agreement shall automatically expire without penalty <br />to Customer immediately upon written notice to <br />Blazestack of the unavailability or non-appropriation <br />of public funds. It is expressly agreed that Customer <br />shall not activate this non-appropriation provision for <br />its convenience or to circumvent the require ments of <br />this Agreement. <br /> <br />In the event of a change in the Customer’s statutory <br />authority, mandate or mandated functions, by state or <br />federal legislative or regulatory action, which <br />adversely affects Customer’s authority to continue its <br />obligations under this Agreement, then this <br />Agreement shall automatically terminate without <br />penalty to Customer upon written notice to <br />Blazestack of such limitation or change in <br />Customer’s legal authority. <br /> <br />Notwithstanding anything herein, Customer shall <br />remain obligated to Blazestack for any and all earned <br />amounts. <br /> <br />5. CONFIDENTIALITY <br /> <br />5.1 Public Record Law. Both parties recognize and <br />agree to adhere to North Carolina’s public records <br />law. Blazestack agrees to indemnify and hold <br />harmless Customer and its officers, employees, and <br />agents from all costs, damages, and expenses <br />incurred in connection directly resulting from the <br />refusal to disclose any information required to be <br />disclosed under North Carolina’s public records law. <br /> <br />5.2. Definition. “Confidential Information” means <br />oral, electronic, or written information disclosed by a <br />party, whether designated confidential or not, or that <br />a reasonable person would know it was confidential <br />based upon the nature or content of the information <br />or the circumstances of its disclosure. <br /> <br />Blazestack Confidential Information includes, but is <br />not limited to, information pertaining to the features, <br />functionality, any testing, and performance of the <br />Service, pricing, and this Agreement as well as <br />Feedback. Confidential Information does not include <br />information that: (i) is now or becomes generally <br />known or available to the public without breach of <br />this Agreement by the receiving party (the <br />“Recipient”); (ii) was acquired by the Recipient <br />without restriction on its use or disclosure before the <br />information was received from the disclosing party <br />(the “Discloser”); (iii) is obtained by the Recipient <br />without restriction on its use or disclosure from a <br />third party authorized to make the disclosure; or (iv) <br />is independently developed by the Recipient without <br />using or referring to the Discloser’s Confidential <br />Information. <br /> <br />5.3. Protection of Confidential Information. The <br />Recipient may only use the Discloser’s Confidential <br />Information in relation to this Agreement. The <br />Recipient shall maintain the confidentiality of the <br />DocuSign Envelope ID: 734E1500-672D-4C8F-8142-2CAAC72A015BDocuSign Envelope ID: 372F227B-55C8-4AAD-815D-E45370F3BFDC