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browsers subject to third party network availability and signal strength). First Due shall not be responsible for
<br /> any problem, error or malfunction relating to the Service resulting from Customer error, data entry errors or
<br /> malfeasance by the Customer or any third party, or the performance or failure of Equipment or any
<br /> telecommunications service, cellular or Wi-Fi network, Internet connection, Internet service provider, or any
<br /> other third-party communications provider, or any other failure or problem not attributable to First Due
<br /> ('Technical Problems").
<br /> 5. Term and Termination. This Agreement will be effective for an initial term of 10.5 months (the "Initial Term")
<br /> commencing on the Effective Date. After the Initial Term, this Agreement will automatically renew for
<br /> successive terms of 12 months (each a "Renewal Term"), subject to the right of either party to cancel
<br /> renewal at any time upon at least 60 days'written notice.First Due reserves the right to increase Customer's
<br /> renewal Service fees by no more than 10%per annum, applied to the Service fees set forth in the previous
<br /> term. Either party also may terminate this Agreement immediately upon written notice if the other party: (i)
<br /> becomes insolvent; (ii) becomes the subject of a petition in bankruptcy which is not withdrawn or dismissed
<br /> within 60 days thereafter; (iii) makes an assignment for the benefit of creditors; or (iv) materially
<br /> breaches its obligations under this Agreement and fails to cure such breach within 30 days after the non-
<br /> breaching party provides written notice thereof.
<br /> 6. Effects of Termination and Reservation of Rights. Upon termination, the Customer shall cease use of the
<br /> Service and all Credentials then in the Customer's possession or control.This Section 6 and Sections 8 through
<br /> 15 and 19 through 23 hereof shall survive any termination or expiration of this Agreement.
<br /> 7. Fees, Additional Services, and Taxes. The Customer agrees to pay the fees set forth in Exhibit A for use of
<br /> those Service features described in Exhibit A (as available as of the Effective Date). First Due may charge
<br /> separately for services offered from time to time that are not included in the scope of Exhibit A (such
<br /> as new Service features, systems integration services and applications of the Service for new purposes),
<br /> subject to the Customer's written acceptance of the terms of use and fees associated with such
<br /> services. The Customer shall be responsible for the payment of all taxes associated with provision and use
<br /> of the Service (other than taxes on First Due's income).
<br /> 8. Intellectual Property and Data Rights.
<br /> a. First Due IP. First Due owns and shall retain all right, title, and interest in and to the Service, all
<br /> components thereof, including without limitation all related applications, APIs, user interface
<br /> designs,software and source code (which shall further include without limitation any and all source
<br /> code furnished by First Due to the Customer in connection with the delivery or performance of any
<br /> services hereunder) and any and all future enhancements or modifications thereto howsoever
<br /> made and all intellectual property rights therein but not Data furnished by the Customer. Except
<br /> as expressly provided in this Agreement or as otherwise authorized in advance in writing by First Due,
<br /> the Customer and Customer Users shall not copy, distribute, license, reproduce, decompile,
<br /> disassemble, reverse engineer, publish, modify, or create derivative works from, the Service;
<br /> provided, however, that nothing herein shall restrict the Customer's use of the Data that the
<br /> Customer has provided.
<br /> b. Customer Data. Customer shall own all Customer data and upon termination or written request,
<br /> First Due shall provide Customer data to Customer.
<br /> c. De-Identification. Customer acknowledges and agrees that First Due may use Customer data to
<br /> generate a de-identified data set (a "Data Set") in accordance with the then-current HIPPA de-
<br /> identification standards set forth in 45 CFR § 164.514(b). Once de-identified, the Data Set will no
<br /> longer constitute identifiable Customer data or "Protected Health Information", as defined under
<br /> HIPAA at 45 CFR 160.103. Subject to applicable laws, First Due may, in its sole discretion, transform,
<br /> analyze, distribute, redistribute, create derivative works of, license, disclose to third party
<br /> researchers,or otherwise use such Data Set.
<br /> 9. Confidentiality.
<br /> a. "Confidential Information" means any and all information disclosed by either party to the other
<br /> which is marked "confidential" or "proprietary," including oral information that is designated
<br /> confidential at the time of disclosure. Without limiting the foregoing, all information relating to the
<br /> Service and associated software and the terms of this Agreement shall be deemed First Due's
<br /> First Due Agreement for Services,Feb 2026 Page 2 of 14
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