3. USE OF SERVICES AND CONTENT
3.1 Subscriptions. Unless otherwise provided in the applicable Subscription Form or Documentation, Pilot Subscription and access to Content are purchased as subscriptions for the term stated in the applicable Subscription Form or in the applicable online purchasing portal. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by No Debt Sentence regarding future functionality or features.
3.2 Usage Limits. Services and Content are subject to usage limits specified in Subscription Forms and Documentation. If Customer exceeds a contractual usage limit, Customer will execute an Subscription Form for additional quantities of the applicable Services or Content promptly upon No Debt Sentence’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.
3.3 Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Subscription Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify No Debt Sentence promptly of any such unauthorized access or use, and (d) use Services and Content only in accordance with this Agreement, Documentation, Subscription Forms and applicable laws and government regulations. Any use of the Services in breach of the foregoing by Customer or Users that in No Debt Sentence’s judgment threatens the security, integrity or availability of No Debt Sentence’s services, may result in No Debt Sentence’s immediate suspension of the Services, however No Debt Sentence will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
3.4 Usage Restrictions. Customer will not (a) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (b) use a Service to store or transmit Malicious Code, (c) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (d) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (e) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of No Debt Sentence intellectual property except as permitted under this Agreement, an Subscription Form , or the Documentation, (f) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (g) copy Content except as permitted herein or in an Subscription Form or the Documentation, (h) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (i) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
4. FEES AND PAYMENT
4.1 Fees. Customer will pay all fees specified in Subscription Forms. Customer agrees that payment obligations are non-cancelable and fees paid are non-refundable.
4.2 Invoicing and Payment. Customer may issue a valid purchase order in accordance with the relevant Subscription Form, but the same will not constitute a mandatory requirement for invoicing. No Debt Sentence will invoice Customer in advance and otherwise in accordance with the relevant Subscription Form. Unless otherwise stated in the Subscription Form, invoiced fees are due net seven (7) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to No Debt Sentence and notifying No Debt Sentence of any changes to such information.
4.3 Overdue Charges. If any invoiced amount is not received by No Debt Sentence by the due date, the same will have a negative impact on creditworthiness of such Customer and then without limiting No Debt Sentence’ rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) No Debt Sentence may at its sole discretion, suspend such Customer’s right to access & use any or all Services, without any notice, and/or (c) No Debt Sentence may at its sole discretion will have a right to refuse any request for a future subscription from such Customer, and/or (d) No Debt Sentence may condition future subscription renewals and Subscription Forms on payment terms shorter than those specified in the “Invoicing and Payment” section.
4.4 Payment Disputes. No Debt Sentence will not exercise its rights under the “Overdue Charges” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
4.5 Taxes. No Debt Sentence’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If No Debt Sentence has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, No Debt Sentence will invoice Customer and Customer will pay that amount unless Customer provides No Debt Sentence with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, No Debt Sentence is solely responsible for taxes assessable against it based on its income, property and employees.
5. PROPRIETARY RIGHTS AND LICENSES
5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, No Debt Sentence, its Affiliates, its licensors and content providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. As between the parties, Customer owns all intellectual property rights in Customer Data and No Debt Sentence shall own all intellectual property rights in and to the Services and Content.
5.2 Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Subscription Forms, this Agreement and the Documentation.
5.3 License by Customer to Use Feedback. Customer grants to No Debt Sentence and its Affiliates a worldwide, perpetual, irrevocable, royalty- free license to use and incorporate into its Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of No Debt Sentence’s or its Affiliates’ Services. No Debt Sentence will be entitled to retain or store any Customer Data used for consumption of Services, for the sole purpose of billing and support investigation and Customer hereby consent for such retention or storage. No Debt Sentence will also be entitled to closely monitor use of Services by the Customer, for the sole purpose of improving the Service offering by No Debt Sentence.
7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
7.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
7.2 No Debt Sentence Warranties. No Debt Sentence warrants that during an applicable subscription term (a) this Agreement, the Subscription Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, and (b) No Debt Sentence will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
7.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.