Orange County NC Website
applies for API access fees, with monthly billing for API calls exceeding any included <br />allowance, following the standard payment terms outlined in the Order Form. If Licensee <br />exceeds the pre-agreed number of Billing Units, additional units are billed at the <br />specified overage rate, and Licensee may request a new contract within the current <br />period to increase their monthly commitment for a minimum term of 12 months. A new <br />contract is not available to reduce minimum spend until the end of the Initial Term. <br />2.4. Auditing Rights and Required Records. Licensee agrees to maintain complete and <br />accurate records (with respect to matters necessary for accurately determining amounts <br />due hereunder) in accordance with generally accepted accounting principles during the <br />Term and for a period of two (2) years after the termination or expiration of the <br />Agreement. Licensor may, at its own expense, on reasonable prior notice, periodically <br />inspect and audit Licensee's relevant records with respect to amounts due under the <br />Agreement, provided that if such inspection and audit reveals that Licensee has <br />underpaid Licensor with respect to any amounts due and payable during the Term, <br />Licensee shall promptly pay the amounts necessary to rectify such underpayment, <br />together with interest in accordance with Section 2.1. Licensee shall pay for the costs of <br />the audit if the audit determines that Licensee's underpayment equals or exceeds twenty <br />per cent (20%) of the amount due for any quarter. Such inspection and auditing rights <br />will extend throughout the Term of the Agreement and continue for a period of two (2) <br />years after the termination or expiration of the Agreement.  <br />3. Confidential Information <br />3.1. Confidential Information. From time to time during the Term, either Party may <br />disclose or make available to the other Party information about its business affairs, <br />products, confidential intellectual property, trade secrets, third-party confidential <br />information, and other sensitive or proprietary information, whether orally or in written, <br />electronic, or other form or media that is marked, designated, or otherwise identified as <br />"confidential" (collectively, "Confidential Information"). Without limiting the foregoing, <br />for purposes of these Terms, the Data Services will be deemed Confidential Information <br />of Licensor. The receiving Party shall not disclose the disclosing Party's Confidential <br />Information to any person or entity, except to the receiving Party's employees who have <br />a need to know the Confidential Information for the receiving Party to exercise its rights <br />or perform its obligations hereunder. However, the receiving Party remains liable to the <br />disclosing Party for its employee’s non-compliance with the confidentiality obligations <br />established herein. Each Party's obligations of non-disclosure with regard to Confidential <br />Information are effective as of the Effective Date and will expire five (5) years from the <br />date first disclosed to the receiving Party; provided, however, with respect to any <br />10/23/25, 1:37 PM Enterprise Terms of Service <br />https://www.airdna.co/legal/enterprise-terms-of-service 4/15 <br />Docusign Envelope ID: 071B8E12-6074-40C4-9776-8B9CE9408BBE