This Subscription Services Agreement ("Agreement") governs the purchase of a license to access and use the services identified in the order form to which this Agreement is attached or linked by the customer named on such order form ("Customer") as submitted electronically to Dorian Business Systems, LLC. (together with its affiliates, "Dorian"). This Agreement shall also govern the use of any additional services Customer may purchase from Dorian now or in the future (together, with the services identified in the order form, "Services"). By accepting this Agreement by clicking a box indicating Customer's acceptance or by executing an order form that references this Agreement, Customer agrees to this Agreement. If Customer is a corporation or other legal entity, Customer and the individual accepting this Agreement each represents that such individual has the authority to bind such entity to this Agreement. If Customer does not agree with this Agreement, Customer must not accept this Agreement and may not use the Services or deliverables. This Agreement is effective between Customer and Dorian as of the date of Customer's acceptance of this Agreement (the "Effective Date").
Subscriptions and Orders. One or more order forms submitted by Customer to Dorian shall contain the detailed terms of Customer's order (each, an "Order Form"). In the event of a conflict between the terms of this Agreement and any Order Form, the terms of this Agreement shall control unless the Order Form explicitly states that such conflicting terms in this Agreement shall not apply, but be superseded by the relevant provisions of that Order Form for purposes of that Order Form. To the extent Customer has purchased a subscription, Customer's subscription grants Customer access to the applicable Service for the term of the subscription as set forth in the Order Form ("Subscription"). During such Subscription term, Customer may access and use the Services and Dorian Content solely for its internal business operations and for no other purpose. Dorian reserves the right to suspend Customer's access to the service in the event of any alleged breach of this Agreement.
Limited License to Access and Use Service. Upon timely payment by Customer of all amounts due under the applicable Order Form and provided that Customer is not otherwise in default of its obligations under this Agreement, Dorian shall grant to Customer (except as otherwise specifically provided in any applicable Order Form) a nonexclusive, worldwide, personal, royalty-free, non-sublicensable and nontransferable license (the "License") to access the Service during the Term. The License and continued access to the Service is subject to the following limitations. The License is granted only for the use in Customer's internal business operations and Customer shall not use the Service to perform operations for other parties. Customer shall promptly report to Dorian any suspected malfunctions or defects in the Service.
Ownership of Intellectual Property. Dorian shall retain all ownership rights to all Dorian Content and other Intellectual Property Rights and technology relating to the Services. The parties hereto agree and acknowledge that neither the Services or any deliverables are or shall be construed as "works made for hire" under the U.S. Copyright Act, 17 U.S.C. Sec. 101. Dorian may place copyright and/or proprietary notices, including hypertext links within and on the Services. Customer may not alter or remove such notices or text without Dorian's written permission. Customer acknowledges that Dorian has the right, in its sole discretion, to modify the Service at any time during the term of the Subscription, including through enhancements to the underlying software, other technology, offered features, or otherwise.
Customer Responsibilities. Customer is responsible for all actions of its agents, employees, subscribers and Users accessing and using the Service, including, without limitation, using any user name, password, or other login credentials of Customer. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and shall notify Dorian promptly of any such unauthorized use of which it becomes aware. In no event will Dorian be liable to Customer or anyone else for any decision made or action taken by persons in reliance on news and information provided on User Content. Customer shall be responsible for all acts or omissions of Customer. Customer represents and warrants that Customer shall comply with applicable law with respect to the Services and that Customer is duly authorized to enter into this Agreement. Customer shall defend, indemnify and hold harmless Dorian, all individuals or entities controlling, controlled by or under common control with Dorian (each, a "Dorian Affiliate"), and the officers, directors, attorneys and employees of Dorian and each Dorian Affiliate (each an "Indemnified Party") against any losses, claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, "Losses") to which an Indemnified Party may become subject that arise out of, or relate to (i) Customer's use of the Service, (ii) Customer's infringement or misappropriation or alleged infringement or misappropriation of any Intellectual Property Rights, (iii) User Data, including any claims that such data is obscene or otherwise inappropriate, or (iv) any gross negligence or willful misconduct of Customer. Customer shall reimburse an Indemnified Party for all legal and other expenses, including, without limitation, reasonable attorneys' fees incurred by such Indemnified Party in connection with investigating, defending or settling any Losses.
Fees and Payment. Customer shall pay the fee amounts set forth in each applicable Order Form to Dorian. Such consideration may be an annual subscription fee, fixed amounts, transaction fees, hourly charges or other form of compensation as specified in the applicable Order Form. Unless explicitly stated otherwise in the Order Form, all fees are non-refundable. For annual fees, Customer is liable for the full annual fee upon the Effective Date and each anniversary thereof, regardless of whether such fee is paid in full at such time or Dorian allows it to be paid through installment payments over the term of the Subscription. Dorian reserves the right to increase the annual fee and other fees upon giving Customer not less than 60 days prior notice. Customer shall have paid the applicable fees in full at the time Customer accepted this Agreement, or, if applicable, Dorian shall invoice Customer or collect installment payments from Customer's credit card or other account as described in the applicable Order Form. Any additional charges, including, without limitation, any costs, expenses, disbursements, accrued interest, late fees and any other charges may be invoiced in arrears and appear on monthly invoices. In all cases, payments for charges are due upon receipt by Customer of the invoices for such charges in United States dollars. In addition to any other remedies that may be available to Dorian under this Agreement or applicable law, any balance that is not paid in full 30 days after receipt by Customer of the invoice therefor shall be subject to interest at the lesser of 1.5% per month or the highest amount permitted by law, based on the actual number of days outstanding. Customer shall be liable for, and shall reimburse Dorian and indemnify and hold Dorian harmless from all local, state, federal and non-United States taxes or similar assessments or charges (including any interest and penalties imposed thereon), other than taxes based on the net income of Dorian, arising out of, or relating to this Agreement.
Term and Termination. The initial term of this Agreement shall commence on the Effective Date and shall remain in effect until the earlier of (a) the first anniversary of the Effective Date (the "Initial Expiration Date") unless the applicable Order Form provides for an initial term of a longer period, or (b) termination of this Agreement in accordance with this Section (the "Term"). However, either party may terminate this Agreement effective as of the Initial Expiration Date or the next anniversary thereof by giving written notice of termination to the other party at least 30 days prior to the Initial Expiration Date or anniversary thereof, as the case may be. In addition, Dorian may terminate this Agreement including all Order Forms without notice to Customer in the event Customer is more than 30 days past due in making payment of any fee owed to Dorian. Upon the expiration or termination of this Agreement for any reason, those sections that by their nature are intended to survive any termination shall survive, and the parties' rights and responsibilities thereunder shall remain in full force and effect.
General. Nothing in this Agreement or in the course of dealing between Dorian and Customer pursuant hereto shall be deemed to create between Dorian and Customer (including their respective directors, officers, employees and agents) a partnership, joint venture, association, employment relationship or any other relationship other than that of independent contractors with respect to each other. If the performance of this Agreement or any obligation hereunder (except the payment of monies due hereunder) is prevented, restricted or interfered with by reason of any event or condition beyond the reasonable control of such party (including, without limitation, acts of state or governmental action, international or domestic terrorism, riots, disturbance, war, fire, explosion, flood, hurricane, typhoon, earthquake or other act of God), the party so affected shall be excused from such performance, only for so long as and to the extent that such a force prevents, restricts or interferes with such party's performance and provided that the party affected gives notice thereof to the other party and uses diligent efforts to remedy such event or condition. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or conditions hereof may be waived, only by a written instrument that specifically references the amendment of this Agreement and which is executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as further or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation, or warranty of this Agreement. If one or more of the provisions contained in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected and the invalid provision will be amended to achieve as nearly as possible the same economic effect as the original provision. This Agreement, together with any Order Form that references this Agreement, constitutes the entire agreement between Customer and Dorian with respect to the subject matter hereof and supersedes any and all previous or contemporaneous oral or written understandings, quotations, communications, agreements and understandings with respect to the subject matter hereof.