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<br /> www.siteimprove.com
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<br /># 87378
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<br /> Page 8 of 15
<br />Siteimprove Inc | 7807 Creekridge Circle | Minneapolis, MN 55439, USA
<br />+1 855 748 3467 | info@siteimprove.com | www.siteimprove.com
<br />Exhibit B: Terms and Conditions
<br />1. DEFINITIONS
<br />a. Interpretation. Capitalized terms used in these
<br />Terms and Conditions will have the meanings
<br />ascribed to them in the Agreement or as defined
<br />below. Terms other than those defined below will be
<br />given their plain English meaning and terms of art
<br />having specialized meanings in the software industry
<br />will be construed in accordance with industry
<br />standards. Unless the context otherwise requires,
<br />words importing the singular include the plural and
<br />words importing the masculine include the feminine
<br />and vice versa where the context so requires.
<br />b. “Affiliate” means any entity directly or indirectly
<br />controlling or controlled by or in common control with
<br />a party, where “control” is defined in this context as
<br />the ownership of at least fifty percent (50%) or more
<br />of the voting stock or other interest entitled to vote on
<br />general decisions reserved to stockholders, partners,
<br />or other owners of such entity. An entity shall no
<br />longer be an Affiliate when through loss, divestment,
<br />dilution or other reduction of ownership, the requisite
<br />control no longer exists.
<br />c. “Confidential Information” means information
<br />that is marked or otherwise identified as confidential
<br />or proprietary, or that would otherwise appear to a
<br />reasonable person to be confidential or proprietary in
<br />the context and circumstances in which the
<br />information is known or used that either party
<br />discloses on or after the Effective Date, to the other
<br />party or its parents, affiliates’ employees,
<br />contractors, officers, directors, partners, agents,
<br />attorneys, accountants or advisors. Confidential
<br />Information includes: business processes, practices,
<br />methods, policies, plans, operations, services,
<br />strategies, techniques, agreements, contracts, terms
<br />of agreements, transactions, potential transactions,
<br />negotiations, pending negotiations, know-how, trade
<br />secrets, computer programs, computer software,
<br />applications, operating systems, software design,
<br />web design, databases, records, financial
<br />information, results, accounting information,
<br />accounting records, legal information, pricing
<br />information, credit information, payroll information,
<br />staffing information, internal controls, security
<br />procedures, sales information, revenue, costs,
<br />communications, original works of authorship,
<br />customer information, and customer lists.
<br />Confidential Information does not include information
<br />that: (a) was in the public domain prior or subsequent
<br />to the time such portion was communicated to the
<br />receiving party, through no fault of that party; (b) was
<br />rightfully in the receiving party’s possession free of
<br />any obligation of confidence at or subsequent to the
<br />time such portion was communicated by the
<br />disclosing party; (c) was developed by the receiving
<br />party independently of and without reference to any
<br />information communicated by the disclosing party;
<br />(d) was communicated by the disclosing party to an
<br />unaffiliated third party free of any obligation of
<br />confidence; or (e) is approved by the disclosing party
<br />for release by the receiving party.
<br />2. INVOICES; PAYMENTS; PAST-DUE INVOICES;
<br />RENEWALS
<br />Unless expressly agreed otherwise, the Fee for the
<br />Initial Term will be invoiced on the Effective Date. At
<br />least 45 days prior to the expiration of the Initial or
<br />Renewal Term, Customer will be invoiced for the Fee
<br />for the Renewal Term. The Fee during any Renewal
<br />Term will be increased up to 10% above the Fee in
<br />the immediately prior term. Customer will pay all
<br />invoices within 30 days of issuance. Unless
<br />expressly agreed otherwise, all prices are in United
<br />States Dollars. There is no charge for updates to, or
<br />new releases of, Included Services. However
<br />Siteimprove may launch new
<br />modules/services/products that are not covered by
<br />the Fee. In the event that an invoice becomes past-
<br />due, Siteimprove will notify Customer by phone or
<br />email. After Siteimprove has provided notice,
<br />Customer will have five business days to pay the
<br />past-due invoice. If Customer fails to make the
<br />payment by the end of the cure period, then
<br />Siteimprove reserves the right to: (i) begin charging
<br />Customer interest for the past-due amount at an
<br />interest rate of 1.5% per month, or the highest rate
<br />allowed by applicable law, whichever is smaller; (ii)
<br />discontinue the Included Services; or (iii) terminate
<br />this Agreement pursuant to Section 3 (a)
<br />(Termination).
<br />3. TERMINATION
<br />a. For Material Breach. Either party may
<br />terminate this Agreement in the event of a material
<br />breach by the other party of its obligations under this
<br />Agreement if the other party fails to cure the breach
<br />within 30 days after receipt of written notice of
<br />breach.
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