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Agmt23 Blazestack
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Agmt23 Blazestack
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Entry Properties
Last modified
12/14/2023 12:13:45 PM
Creation date
12/14/2023 12:13:26 PM
Metadata
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Template:
Agreement
PROJECT NAME
Software Services Order Form And Agreemen
RMP File Number
304.5
Date
12/12/2023
Text box
ID:
1
Creator:
REDWOOD_CITY\NANCYRAMIREZ
Created:
12/14/2023 12:13 PM
Modified:
12/14/2023 12:13 PM
Text:
mailto:licensing@superpowered.com
ID:
2
Creator:
REDWOOD_CITY\NANCYRAMIREZ
Created:
12/14/2023 12:13 PM
Modified:
12/14/2023 12:13 PM
Text:
mailto:licensing@superpowered.com
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51062.00005\41629185.1 <br />REV: 12-07-23 MI <br />Blazestack Inc. <br />907 Ranch Rd 620 S # 302, Lakeway, TX 78734 <br />hello@blazestack.com <br />(855) 735-6673 <br />CONFIDENTIAL <br />Last updated: May 22, 2023 <br />4.2. Taxes. Fees are exclusive of all taxes, <br />including any applicable sales, excise, or use <br />taxes (“Taxes”). Customer shall pay any Taxes <br />directly or to Blazestack, as required by law. If <br />Customer is exempt from paying Taxes, <br />Customer shall provide Blazestack with a valid <br />tax exemption certificate. <br />4.3. Invoicing and Payment. Blazestack shall <br />invoice Customer according to the terms on the <br />Order Form. Unless the Order Form states <br />otherwise, Fees are due upon receipt of invoice <br />(the “Due Date”). Customer shall provide <br />Blazestack with complete and accurate billing <br />and contact information and promptly notify <br />Blazestack of any changes throughout the Term. <br />4.4. Overdue Fees. If Blazestack does not <br />receive all Fees by the applicable Due Date, <br />Blazestack may charge a late fee on the unpaid <br />balance at the lesser of 1.5% per month or the <br />maximum lawful rate, starting from the date the <br />payment was due until the date paid. Customer <br />shall also reimburse Blazestack for all <br />reasonable costs incurred in collecting any <br />amounts not paid when due, including any <br />attorneys’ fees. Blazestack reserves all rights <br />and available remedies to collect overdue Fees <br />from Customer, including but not limited to <br />suspending Customer’s access to the Service <br />until all Fees are paid. <br />5. CONFIDENTIALITY <br />5.1. Definition. “Confidential Information” <br />means oral, electronic, or written information <br />disclosed by a party that is designated <br />confidential. <br />Confidential Information does not include <br />information that: (i) is now or becomes generally <br />known or available to the public without breach <br />of this Agreement by the receiving party (the <br />“Recipient”); (ii) was acquired by the Recipient <br />without restriction on its use or disclosure before <br />the information was received from the disclosing <br />party (the “Discloser”); (iii) is obtained by the <br />Recipient without restriction on its use or <br />disclosure from a third party authorized to make <br />the disclosure; or (iv) is independently <br />developed by the Recipient without using or <br />referring to the Discloser’s Confidential <br />Information. <br />5.2. Protection of Confidential Information. The <br />Recipient may only use the Discloser’s <br />Confidential Information solely for the purposes <br />of performing its obligations under this <br />Agreement and for fire investigation purposes. <br />The Recipient shall maintain the confidentiality <br />of the Discloser’s Confidential Information with <br />at least the same degree of care that it uses to <br />protect its own confidential and proprietary <br />information (including but not limited to <br />maintaining reasonable administrative, physical, <br />and technical safeguards) and no less than a <br />reasonable degree of care. Each party has the <br />right to seek an injunction (without having to <br />post a bond) to prevent any breach or continued <br />breach of this section. <br />5.3. Compelled Disclosure. If the Recipient is <br />required by law, including the California Public <br />Records Act, or a valid court or government <br />order to disclose any of the Discloser’s <br />Confidential Information, then (to the extent <br />permitted under law) the Recipient shall <br />promptly notify the Discloser in writing of the <br />required disclosure so that the Discloser, at its <br />own cost, liability and expense, may seek to <br />protect its Confidential Information. The <br />Recipient shall reasonably cooperate with the <br />Discloser in seeking such protection. If <br />Discloser fails to obtain such an order protecting <br />the information before the deadline to produce, <br />Recipient will disclose and shall not be liable or <br />responsible for such disclosure. <br />6. PROPRIETARY RIGHTS <br />6.1. Customer Ownership and Licenses. <br />Customer owns all rights, title and interest in <br />ATTY/AGR.2023.294/Blazestack (Fire Investigation Case Management Software) (Page 5 of 10)
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