RJL Web Marketing, LLC Services Terms and Conditions
This General Terms Agreement (“Agreement“) is by and between RJL Web Marketing, LLC, (“Partner“), and the client referenced in the Scope Agreement (“Client“).
WHEREAS, Partner is in the business of providing web marketing services and related services and facilities; and
WHEREAS, Client wishes to procure from Partner the Services defined and described herein, and Partner wishes to provide such Services to Client, each on the terms and conditions set forth in the Scope Agreement and herein;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
“Confidential Information” means, with respect to a party, information that such party treats as confidential or proprietary, including trade secrets, technology, and information pertaining to business operations, strategies, customers, pricing, and marketing, and information that such party is contractually or otherwise legally obligated to treat as confidential. Without limiting the foregoing, Client’s Confidential Information includes: (a) User Information; (b) Usage Data; and (c) the terms of this Agreement.
“Client Materials” means, collectively, or individually any of, the Website, Website Content, User Information, and Usage Data.
“End User” means any individual who accesses or uses Website via the internet.
“Intellectual Property Rights” means all or any intellectual property rights in any part of the world, whether registered or unregistered, and including all applications for and renewals or extensions of such rights, including rights comprising or relating to: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, domain names, and similar designations of source, sponsorship, association, or origin, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all similar or equivalent rights and forms of protection.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“Losses” mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Person” means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, governmental authority, or any other entity.
“Representatives” means a party’s employees, officers, agents, and legal advisors. Client’s Representatives also includes Client’s service providers and independent contractors.
“Service Error” means a failure of Web Marketing Services to perform in accordance with the Scope Agreement.
“Services” means, collectively, all services Partner is required to, or otherwise does, provide under this Agreement.
“Usage Data” means any information regarding access to or use of Website or any of its features or functionality, including information that is collected automatically through cookies or other tracking technology, whether or not such information identifies, or is capable of identifying, a single user, account, device, or organization.
“User Information” means any information that identifies, can identify or confirm the identity of, or is otherwise associated with, a specific individual or device, including information: (a) from which a specific individual or device can be located or contacted; or (b) that identifies a specific individual’s or device’s behavior on the internet, including use of Website or other materials. User Information includes any of the information described in the preceding sentence that is provided by, through, or on behalf of Client or the identified or identifiable individual, and information collected by or through the use of network or other tracking technology, including personally identifiable Usage Data.
“Website” means Client’s website described in Website Hosting Terms to be hosted by Partner hereunder so that it is accessible at the URL address included in the Scope Agreement or such other address as Client may specify from time to time during the Term.
“Website Content” means all audio, visual, audiovisual, and digital content and information provided by or on behalf of Client or any End Users to be included on, or delivered by or through, Website, including illustrations, graphics, photographic images, music, sound effects, lyrics, narration, text, film, data, video, animation, characters, interface layouts, designs, and downloadable software code, whether or not the same qualify for or are protected by any Intellectual Property Rights.
2. Service Management
2.1 Service Liaisons. Throughout the Term and any Migration Period, each party shall employ a service liaison with the necessary qualifications, skill, and organizational authority to serve as such party’s primary point of contact for day-to-day communications, consultation, decision-making, consents, and approvals regarding Services. Each party shall use best efforts to maintain the same service liaison throughout the Term and any Migration Period. If either party’s service liaison ceases to be employed by such party or such party otherwise wishes to replace its service liaison, such party shall promptly name a new service liaison by written notice to the other party’s service liaison and notices contact.
2.2 Third-Party Services. Partner shall perform all Services on its own premises using (a) servers and equipment that are solely owned, or otherwise controlled, and maintained by Partner and (b) the services of its own employees. Partner may retain third-party services and the cost of such retention shall be passed along to Client, with upcharges in circumstances as applicable. The fees set forth in the Schedule do not include third-party expenses such as Google Ads budgets or Client-chosen third-party tools such as CRMs, bolt-on tools, external freelancers, or special campaign costs.
2.3 Cooperation with Customer Service Providers. Partner acknowledges and agrees that Client may engage third parties to perform services related to Digital Marketing (each, a “Customer Service Provider”) and that all rights and licenses granted to Client hereunder may be exercised by any Customer Service Provider in the performance of services to Client related to Digital Marketing. Partner shall reasonably cooperate with all such Customer Service Providers to the full extent required hereunder as if their functions were being performed by Client’s employees.
3.1 Obligation of Confidentiality. Each party (for purposes of this Section 3, “Receiving Party“) acknowledges that in connection with this Agreement it may gain access to Confidential Information of the other party (for purposes of this Section 3, “Disclosing Party“). As a condition to being furnished with access to Disclosing Party’s Confidential Information, Receiving Party shall:
(a) Not use Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement;
(b) Not use Disclosing Party’s Confidential Information, directly or indirectly, in any manner to the detriment of Disclosing Party or to obtain any competitive benefit with respect to Disclosing Party;
(c) Not disclose Disclosing Party’s Confidential Information, provided, however, that Receiving Party may disclose Disclosing Party’s Confidential Information to its Representatives that: (i) have a “need to know” for purposes of Disclosing Party’s performance under this Agreement; (ii) have been informed in writing of this restriction; and (iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this Section 3; and
(d) Safeguard Disclosing Party’s Confidential Information from use by or disclosure to anyone other than as permitted by this Agreement employing at least the same degree of care it uses to protect its own similarly Confidential Information, but no less than a reasonable degree of care.
Disclosing Party is responsible for ensuring its Representatives’ compliance with, and shall be liable for any breach by its Representatives of, this Section 3.
3.2 Exclusions and Exceptions.
(a) Subject to Section 3.2(b), the provisions of Section 3.1 do not apply to a Receiving Party with respect to information that Receiving Party can demonstrate by written or other documentary records: (i) was already known to Receiving Party without restriction on use or disclosure prior to its receipt of or access to such information in connection with this Agreement; (ii) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, Receiving Party or any of its Representatives; (iii) was or is received by Receiving Party from a third party who was not or is not, at the time of such receipt, under any obligation to Disclosing Party or any other Person to maintain the confidentiality of such information; or (iv) was or is independently developed by Receiving Party without reference to or use of any of Disclosing Party’s Confidential Information.
(b) Notwithstanding any other provisions of this Agreement, none of the exclusions set forth in Section 3.2(a) apply to any: (i) User Information or Usage Data, whether: (A) provided by or on behalf of Client or any End User; or (B) generated or derived from operation of, access to, or use of Website or Hosting Services; or (ii) information that is based on or derived from any such User Information or Usage Data, in each case, regardless of whether such User Information or Usage Data may be publicly available or otherwise would, but for this Section 3.2(b), qualify for exclusion under Section 3.2(a).
(c) If a Receiving Party becomes compelled by applicable Law to disclose any of Disclosing Party’s Confidential Information, Receiving Party shall: (i) promptly notify Disclosing Party in writing of such requirement so that Disclosing Party can seek a protective order or other remedy or waive its rights under Section 3.1; and (ii) provide reasonable assistance to Disclosing Party, at Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If Receiving Party waives compliance or, after providing such notice and assistance as required herein, remains required by Law to disclose any Confidential Information, Receiving Party shall disclose only that portion of Confidential Information that Receiving Party is legally required to disclose.
4. Intellectual Property Rights
4.1 Client Materials. As between Client and Partner, Client is and will remain the sole and exclusive owner of all right, title, and interest in and to Client Materials, including all Intellectual Property Rights relating thereto. Subject to the terms and conditions of this Agreement, Client hereby grants Partner a limited, royalty-free, fully-paid up, non-exclusive, non-transferable, and non-sublicensable license with respect to Client Materials solely to:
(a) Make available to End Users via the internet such portions of the Client Materials (e.g., Website Content, logo, graphic design) as such End Users are entitled to access in accordance with any access controls implemented by Client or, in the case of End-User provided Website Content, such End Users;
(b) Store, archive, and make accessible to Client and each End User, in accordance with Client’s access controls, such End User’s User Information; and
(c) Otherwise comply with Partner’s obligations under this Agreement, including Partner’s obligations hereunder with respect to data privacy, retention, security, back-up, archiving, and disaster recovery.
Subject solely to the foregoing license, Client reserves all rights relating to Client Materials.
5. Representations and Warranties
5.1 Mutual Representations and Warranties. Each party represents, warrants, and covenants to the other party that:
(a) It is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of organization;
(b) It has the full right, power, and authority to enter into, to grant the rights and licenses granted under, and to perform its obligations under this Agreement;
(c) The execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action of such party; and
(d) When executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
5.2 Additional Partner Warranties. Partner further represents, warrants, and covenants to Client as of the date of this Agreement and throughout the Term and any applicable Migration Period that:
(a) Partner will perform Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with commercially reasonable industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement;
(b) In performing its obligations under this Agreement, Partner will comply with all applicable Law.
5.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT.
6.1 Partner Indemnification. Partner shall indemnify, defend, and hold harmless Client and Client’s officers, directors, employees, agents, successors, and assigns (each, a “Client Indemnitee“) from and against all Losses arising out of or resulting from any claim, suit, action, or proceeding (each, an “Action“) related to or arising out of:
(a) Partner’s breach of any representation, warranty, covenant, or obligation of Partner under this Agreement.
(b) Any gross negligence by Partner in connection with performing Services under this Agreement.
6.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Partner and Partner’s officers, directors, employees, agents, successors, and assigns (each, a “Partner Indemnitee“) from and against all Losses arising out of or resulting from any Action asserting:
(a) Client’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or
(b) any gross negligence by Client in connection with this Agreement.
6.3 Indemnification Procedure. The party seeking indemnification (“Indemnified Party“) shall promptly notify the other party (“Indemnifying Party“) in writing of any Action for which it believes it is entitled to be indemnified under this Agreement. Indemnifying Party shall immediately take control of the defense and investigation of such Action and shall employ counsel to handle and defend the same, at Indemnifying Party’s sole cost and expense. Indemnified Party shall cooperate with Indemnifying Party at Indemnifying Party’s sole cost and expense. Indemnifying Party shall not settle any Action in a manner that adversely affects the rights of Indemnified Party without Indemnified Party’s prior written consent. Indemnified Party’s failure to perform any obligations under this Section 6.3 will not relieve Indemnifying Party of its obligations under this Section except to the extent that Indemnifying Party can demonstrate that it has been prejudiced as a result of such failure. Indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
7. Force Majeure.
7.1 Except as set forth in Section 7.2, neither party will be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, if and to the extent such failure or delay is caused by any of the following (each, a “Force Majeure Event“):
(a) Acts of God;
(b) Flood, fire, or explosion;
(c) War, terrorism, invasion, riot, or other civil unrest;
(d) Embargoes or blockades in effect on or after the date of this Agreement;
(e) National or regional emergency;
(g) Strikes, labor stoppages, or slowdowns or other industrial disturbances; or
(h) Passage of Law or governmental order, rule, regulation, or direction, or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition; or
(i) National or regional shortage of adequate power or telecommunications or transportation facilities that are widespread and not limited to Partner Systems;
in each case, provided that (x) such event is outside the reasonable control of the affected party; (y) the affected party provides prompt notice to the other party, stating the period of time the occurrence is expected to continue; and (z) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
Client may terminate this Agreement immediately by written notice to Partner if a Force Majeure Event affecting Partner continues substantially uninterrupted for a period of thirty (30) days or more.
7.2 Exceptions. No Force Majeure Event will modify or excuse Partner’s responsibility or liability, or limit Client’s remedies, under:
(a) Service Level Failures and Remedies or Security, Client Data and Data Breach Procedures from the Website Hosting Terms, or
(b) Section 3 (Confidentiality) from these Terms, in each case except to the extent Partner demonstrates by documentary evidence that it exercised the standard of care required under such section.
8.1 Further Assurances. Each party shall, upon the request of the other party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.
8.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
8.3 Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship, in each case, without the prior written consent of the other party.
8.4 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties as set forth in the Scope Agreement.
Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt);
(b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the fifth (5th) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
8.5 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Schedules, and Exhibits refer to the Sections of, and Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
8.6 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
8.7 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.
8.8 Assignment. Partner may freely assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Client’s prior written consent. Client may not assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Partner’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. Any purported assignment, delegation, or transfer in violation of this Section 8.8 is void.
8.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or does confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
8.10 Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
8.11 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
8.12 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of Law of any jurisdiction other than those of the State of Wisconsin. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder be instituted in the federal courts of the United States or the courts of the State of Wisconsin, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth in the Scope Agreement shall be effective service of process for any suit, action, or other proceeding brought in any such court.
8.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Documents and authorizations given by electronic or oral means shall have the same force and effect under the law as traditional paper transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date of the Scope Agreement.
Schedule; Fees & Invoicing
Fees, Expenses, and Payment.
1. Fees. In consideration of Partner’s provision of Services and other undertakings hereunder, Client shall pay Partner properly invoiced fees (“Fees”) as set forth in this Schedule.
(a) Client shall pay all amounts due hereunder in US dollars.
2. Fee Changes. Fees are subject to change. Partner may increase Fees, provided that Partner gives Client at least thirty (30) days prior written notice of any such change.
3. Payment Methods. To use the Partner Service you must provide one or more Payment Methods. When Client engages in Service, Client must provide Partner with the payment information, which may include:
(i) details for a valid credit card from a card issuer acceptable to Partner; or
(ii) details for a valid bank account.
Client authorizes Partner to store payment method(s) and to automatically charge payment method(s) until Client cancels. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Client does not cancel Service, Partner may suspend access to Service until Partner has successfully charged a valid Payment Method.
4.1 Service, Core Scope Agreement
(a) For Service, Partner charges by way of Monthly Fees. The Service price in the Scope Agreement confirms how the Partner charges for that Service. Fees for Service will be chargeable from the Start Date or from the date otherwise set forth in the Scope Agreement.
(b) Service will continue and automatically renew until terminated.
4.2 Other Services & Services Outside of Scope Agreement (and Side Projects)
(a) With Client approval, Partner may charge the Payment Method on file for other services as noted in the Ad Hoc Projects section of the Scope Agreement.
(b) Client shall pay any traditional or physical invoices or Fees in excess of the Service set forth in the Scope Agreement within thirty (30) days after Client’s receipt.
(c) Client may withhold from payment any amount disputed by Client in good faith, pending resolution of the dispute, provided that Client:
(i) timely pays all amounts not subject to dispute;
(ii) notifies Partner of the dispute prior to the due date, specifying in such notice (A) the amount in dispute, and (B) the reason for the dispute set out in sufficient detail to facilitate investigation by Partner and resolution by the parties;
(iii) works with Partner in good faith to resolve the dispute promptly; and promptly pays any amount determined to be due and payable by resolution of the dispute.
Partner shall continue performing Services in accordance with this Agreement notwithstanding any such dispute or withholding of payment.
(d) Client shall pay all amounts due to the address or account specified in the Scope Agreement or such other address or account as is specified by Partner in writing from time to time, provided that Partner shall give Client at least thirty (30) days’ prior notice of any account, address, or other change in payment instructions. Client will not be liable for any late or misdirected payment caused by Partner’s failure to provide timely notice of any such change.
4. No Refunds. Payments are nonrefundable. There are no refunds, credits, or pro-rated fees. Following any cancellation, however, Client will continue to have access to the Service through the end of the current billing period or any Migration Period.
Term, Change, and Cancellation
1. Month-to-Month Term. Unless otherwise specific herein, Services are offered on a monthly basis for a term (“Term”) that begins on the date Services begin, ends on the last day of the billing cycle during which Services began, and automatically renews monthly.
2. Change of Service or Cancellation
(i) Client may change Service at any time by providing at least fifteen (15) days prior written notice. Upon change of Service, Service will continue through the end of the billing cycle. Change of Service requires a new written Scope and will begin on the next billing cycle.
(b) Cancellation of Service
(i) If Client cancels Service within the first 10 days of the current billing cycle, Client can opt to:
(a) Utilize the Service as is through the end of the current billing cycle. Then (iii). Or,
(b) Defer remaining Service in the current billing cycle as a Migration or Transition period.
(ii) If Client cancels Service after the 10th day of the current billing cycle, Client agrees to continue Service through the end of the current billing cycle. Then (iii).
(iii) Client may choose to retain Partner for any Migration or Transition period at the cost of at least one additional billing cycle.
(c) Either party may terminate this Agreement, effective upon written notice to the other party, if the other party breaches this Agreement, and:
(i) such breach is incapable of cure; or
(ii) such breach is capable of cure but remains uncured thirty (30) days after the non-breaching party gives the breaching party written notice thereof.
(d) Either party may terminate this Agreement by written notice to the other party if the other party:
(i) becomes insolvent or admits inability to pay its debts generally as they become due;
(ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law that is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing;
(iii) is dissolved or liquidated or takes any corporate action for such purpose;
(iv) makes a general assignment for the benefit of creditors; or
(v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
3. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, or the later end of Migration Period, if any:
(a) All licenses granted to Partner in Client Materials will immediately terminate.
(b) Partner shall promptly: (i) deliver to Client copies of all Client Materials and all documents and tangible materials (and any copies) in Client’s possession containing, reflecting, incorporating, or based on Client’s Confidential Information; (ii) permanently erase all Client Materials and any other Client Confidential Information from its computer systems; and (iii) certify in writing to Client that it has complied with the foregoing.
(c) Client will be relieved of any obligation to pay Fees hereunder, other than Fees properly invoiced by Partner for Services satisfactorily rendered and properly invoiced by Partner (i) prior to the effective date of such expiration or termination or (ii) during any Migration Period as set forth in Surviving Terms below, in each case subject to any set-off right.
4. Surviving Terms. The rights, obligations and conditions set forth in this Schedule, Section 1 (Definitions), Section 3 (Confidentiality Obligations), Section 4 (Intellectual Property Rights), Section 5 (Representations and Warranties), Section 6 (Indemnification), Section 7 (Force Majeure), and Section 8 (Miscellaneous), and any right, obligation, or condition that, by its express terms or nature and context is intended to survive the termination or expiration of this Agreement, will survive any such termination or expiration hereof.