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within five (5) business days after receipt of notice that the payment is past due. Upon any termination of this
<br />Agreement: (a) all rights and licenses granted to Customer in this Agreement will immediately terminate and Customer
<br />shall immediately cease to use the Services and Sites; (b) Meritage will cease performing all Services; (c) all access by
<br />Customer and any Users to the Sites and the Services (including all Customer Information) will be suspended; (d)
<br />Meritage will discontinue all use of the Customer Information; and (e) all Fees and other amounts incurred under this
<br />Agreement prior to such termination or expiration will become immediately due and payable by Customer. Upon the
<br />request of Customer following any termination or expiration, Meritage will transfer all Customer Information collected
<br />by Meritage either directly to Customer or to Customer’s identified third‐party partner. Customer shall compensate
<br />Meritage for the transfer on a time and materials basis at Meritage’s then‐current rates and will reimburse all
<br />reasonable expenses and costs associated with the transfer. Such expenses and costs shall include, without limitation,
<br />travel, consultant costs, hardware expenses, and software costs associated with efforts involved in preparing Customer
<br />Information for transfer as well as any costs incurred as part of the physical transfer of Customer Information. Meritage
<br />will not be required to issue any refunds for any unearned Fees paid in advance. The provisions of Sections 2.2, 2.3
<br />(section 2.3(b) and as necessary to complete the return of Customer Information), 2.6, 2.7, 5, 6, 7, 8, 9, 10, 11 and 12
<br />of this Agreement will survive termination of the Agreement for any reason.
<br />10. Warranties and Disclaimers.
<br />a. Warranties. Each party represents and warrants to the other party that: (a) such party has all requisite corporate or
<br />other applicable power and authority to execute, deliver and perform its obligations under this Agreement; and (b) the
<br />execution, delivery and performance of this Agreement by such party has been duly authorized; and will not conflict
<br />with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which
<br />such party is bound;.
<br />b. Disclaimers. EXCEPT AS STATED UNDER THIS AGREEMENT, MERITAGE PROVIDES THE SERVICES “AS IS” AND “AS
<br />AVAILABLE” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES,
<br />EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, TITLE AND NON‐
<br />INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS RELIED ON NO SUCH WARRANTIES IN ENTERING
<br />INTO THIS AGREEMENT. MERITAGE DOES NOT WARRANT THAT THE SERVICES WILL BE FREE FROM LOSS OR LIABILITY
<br />INCLUDING that ARISING OUT OF ANY THIRD‐PARTY TECHNOLOGY, THIRD PARTY ACTION, SUCH AS UNAUTHORIZED
<br />ACCESS BY ANY THIRD PARTY, OR ANY ACT OR OMISSION OF CUSTOMER. MERITAGE EXPRESSLY DISCLAIMS ANY
<br />WARRANTY OR LIABILITY WITH RESPECT TO COMPLIANCE WITH LAWS, RULES OR REGULATIONS APPLICABLE TO
<br />CUSTOMER, WHICH SHALL BE THE SOLE RESPONSIBILITY OF CUSTOMER. MERITAGE DOES NOT WARRANT THE
<br />ACCURACY, RELIABILITY OR COMPLETENESS OF customer materials or ANY ADVICE, REPORT, DATA OR DELIVERABLES
<br />OBTAINED BY CUSTOMER FROM THE CUSTOMER MATERIALS SUBMITTED TO THE SERVICES, SUCH ADVICE, REPORTS,
<br />DATA OR DELIVERABLES ARE PROVIDED “AS IS” AND MERITAGE SHALL NOT BE LIABLE FOR ANY INACCURACY THEREOF.
<br />MERITAGE SHALL NOT BE RESPONSIBLE OR LIABLE FOR: (A) ANY DAMAGES IF, AND TO THE EXTENT, CAUSED BY
<br />CUSTOMER’S FAILURE TO PERFORM ITS OBLIGATIONS, AS SET FORTH IN THIS AGREEMENT OR AN ORDER FORM; (B)
<br />ANY CORRUPTION, DAMAGE, LOSS OR MIS‐TRANSMISSION OF CUSTOMER MATERIALS, UNLESS SUCH TRANSMISSION
<br />IS THE RESPONSIBILITY OF MERITAGE; OR (C) THE SECURITY OF CUSTOMER MATERIALS DURING TRANSMISSION FROM
<br />CUSTOMER’S FACILITIES TO THE CLOUD PLATFORM. Customer acknowledges that the Services may be subject to
<br />limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Meritage is
<br />not responsible for any delays, failures, or other damage resulting from such problems.
<br />c. Customer represents and warrants that it: (A) owns or has the right to use all Customer Information and to submit and
<br />store such Customer Information on the Site and the infrastructure supporting the Site and Services; and (B) has all
<br />necessary licenses and permissions for usage of any third‐party software or other information or material supplied or
<br />provided by Customer to Meritage in an Order Form or otherwise used in connection with the Services. Customer
<br />hereby grants to Meritage the right to use all Customer Information, including any third‐party software solely for the
<br />purposes of this Agreement, including any Order Form, and the performance of Meritage’s obligations hereunder and
<br />any Order Form.
<br />11. Certain Liabilities, Limitation of Liability.
<br />a. Customer will, at Customer’s own expense, indemnify, defend, hold harmless against, and pay all costs, damages and
<br />expenses (including reasonable attorneys’ fees) awarded against or incurred by Meritage based on, any claims,
<br />allegations or lawsuits that may be made or filed against Meritage by any person to the extent arising from or relating
<br />to any breach by Customer of any representation and warranty under this Agreement; or (b) alleging that use by
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