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WEBQA SERVICES AGREEMENT
<br />6. INDEMNIFICATION
<br />6.1 Indemnification. Each Party agrees to fully indemnify and hold
<br />harmless the other for any and all costs, liabilities, losses, and
<br />expenses (including attorney's fees) resulting from any claim, suit,
<br />action, or proceeding brought by any third party arising from a party's
<br />(a) breach of any of its obligations or warranties; or (b) negligence or
<br />willful misconduct. WebQA's liability hereunder is expressly limited
<br />to the amount received under this agreement.
<br />7. TERMINATION OR CHANGE ORDER
<br />7.1 Termination for Cause. Either party may terminate this
<br />Agreement if the other party breaches any material term or condition
<br />of this Agreement and fails to cure such breach within sixty (60) days
<br />after receipt of written notice of the same. If WEBQA terminates for
<br />cause, all payments due and owing for the. remainder of the Term will
<br />immediately be due.
<br />7.2 Termination Without Cause. Either party may terminate this
<br />agreement without cause providing that the terminating party gives
<br />the other party sixty (60) day's written notice prior to termination.
<br />Should Customer terminate without cause after the first date of the
<br />term as defined in Schedule 1, Customer must pay the balance of
<br />contracted term. Should WEBQA terminate without cause, Customer
<br />has no obligation for payment.
<br />7.3 Termination for Bankruptcy. Either party may terminate this
<br />Agreement immediately if (a) the other party becomes the subject of
<br />a voluntary petition in bankruptcy or any voluntary proceeding
<br />relating to insolvency, receivership, liquidation, or composition for
<br />the benefit of creditors; or (b) the other party becomes the subject of
<br />an involuntary petition in bankruptcy or any involuntary proceeding
<br />relating to insolvency, receivership, liquidation, or wmposition for
<br />the benefit of creditors, if such petition or proceeding is not dismissed
<br />within thirty (30) days of filing.
<br />7.4 Effect of Termination. Upon the effective date of expiration,
<br />cancellation or termination of this Agreement (a) WEBQA will
<br />immediately cease providing the Service(s); and (b) any. and all
<br />payment obligations of the Customer through the termination,
<br />depending upon cause or without cause, as defined above, will
<br />immediately become due.
<br />7.5 Survival. The following provisions will survive any expiration or
<br />termination of the Agreement: Sections 3 (Intellectual Property
<br />Ownership), 5 (Limitation of Liability), 6 (Indemnification),
<br />9 (Confidentiality) and 10 (Miscellaneous).
<br />8. USE
<br />8.1 Acceptable Use. Customer represents and warrants that the
<br />Technology and Services will only be used for lawful purposes, and
<br />in a manner allowed by law and in accordance with reasonable
<br />operating rules, policies, terms and procedures.
<br />8.2 Restrictions on Use. Customer represents and warrants that
<br />Customer and its Authorized Users will not (a) sell, lease, distribute,
<br />license or sublicense the Technology or Services; (b) modify, change,
<br />alter, translate, create derivative works from, reverse engineer,
<br />disassemble or dewmpile the Technology or Services in any way for
<br />any reason; (c) provide, disclose, divulge or make available to, or
<br />permit use of the Technology or Services by, any third party; (d)
<br />copy or reproduce all or any part of the Technology or Services
<br />(except as expressly provided for herein); (e) interfere, or attempt to
<br />interfere, with the Technology or Services in any way; (f) introduce
<br />into or transmit through the Technology or Services any virus, worm,
<br />trap door, back door, timer, clock, counter or other limiting routine,
<br />instruction or design; (g) remove, obscure or alter any copyright
<br />notice, trademarks, logos or other proprietary rights notices affixed to
<br />or contained within the Technology or Services; or (h) engage in or
<br />allow any action involving the Technology or Services that is
<br />inconsistent with the terms and conditions of this Agreement.
<br />8.3 Withdrawal of Access. WEBQA may, upon misuse of the
<br />program, misconduct, security breaches or grossly improper use of
<br />the Customer data, instruct Customer to terminate access to any
<br />Authorized User or individual and Customer agrees to promptly
<br />comply with such instruction.
<br />9. CONFIDENTIALITY
<br />9.1 WEBQA Information. Customer acknowledges that the
<br />Technology and Services contain valuable trade secrets, which are
<br />the sole property of WEBQA or its suppliers, and Customer agrees to
<br />use reasonable care to prevent other parties from learning of these
<br />trade secrets. Customer will take all reasonable steps to prevent the
<br />unauthorized access to the Technology and Services.
<br />9.2 Customerlnformation. WEBQA acknowledges that Customer's
<br />database may contain valuable trade secrets, which are the sole
<br />property of Customer. To the extent that WEBQA becomes aware of
<br />the content of a Customer database, WEBQA agrees to use
<br />reasonable care to prevent other parties from learning of these trade
<br />secrets; provided WEBQA may disclose such trade secrets to
<br />affiliates, agents and other third parties, including counsel and
<br />regulators, on a need-to-know basis, so long as such parties agree to
<br />maintain the confidentiality of such information.
<br />9.3 Exceptions. The obligations of this Section 9 shall not apply to
<br />any information that (a) is now, or hereafter becomes, through no act
<br />or failure to act on the part of receiving party (the "Receiver"),
<br />generally known or available; (b) is known by the Receiver at the
<br />time of receiving such information, as evidenced by the Receiver's
<br />records; (c) is hereafter furnished to the Receiver by a third party, as
<br />a matter of right and without restriction on disclosure; (d) is
<br />independently developed by the Receiver without reference to or use
<br />of the disclosing party's information; or (e) is required to be
<br />disclosed by law, provided that the party to whom the information
<br />belongs is given prior written notice of any such proposed disclosure.
<br />10. MISCELLANEOUS PROVISIONS
<br />10.1 Force Majeure. Neither WEBQA, its suppliers nor Customer
<br />will be liable for any failure or delay in its performance under this
<br />Agreement due to any cause beyond its reasonable control, including
<br />acts of war, acts of God, earthquake, flood, embargo, riot, sabotage,
<br />labor shortage or dispute, governmental act or failure of the Internet
<br />(not resulting from the negligence or willful misconduct of
<br />WEBQA), provided that the delayed party: (a) gives the other party
<br />prompt notice of such cause, and (b) uses its reasonable commercial
<br />efforts to promptly correct such failure or delay in performance. If
<br />WEBQA is unable to provide Service(s) for a period of thirty (30)
<br />consecutive days as a result of a continuing force majeure event,
<br />Customer may cancel the Service(s) without penalty.
<br />WebQA and Agreement
<br />WebQA Confidential
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