1. Parties. This Subscription Agreement (the “Agreement”) is a binding agreement between CentSai, Inc and you, the licensee, and governs your use of CentSaiOne software including the content you choose during the tenure of your subscription made and entered into as of the start date of your subscription of CentSaiOne. CentSai Inc. (“CentSai”), and licensee (the “Company”) (each, a “Party” and collectively, the “Parties”).
2. Term and Termination.
2.2. If either Party breaches this Agreement and (where such breach is remediable) fails to rectify the breach within thirty (30) days after receiving written notice from the other Party to do so, the Party giving notice may terminate the Agreement by sending a notice of termination in writing. Without limiting the generality of the foregoing, a failure by Company to pay any fees due under this Agreement shall be deemed a breach of this Agreement.
2.3. In the case that this Agreement terminates, the License granted by CentSai to Company (as described in Section 3 of this Agreement) shall automatically terminate, and the Company shall remove access to all CentSai One Content (defined below) within its systems as soon as reasonably practicable, not exceeding 15 days after the Agreement terminates.
3. License. During the Term of this Agreement, CentSai grants to Company a worldwide, non-exclusive, non-transferable license to use, reproduce, transmit, publicly display, repurpose, edit, distribute and syndicate the specific articles licensed and other CentSai content (the “CentSai One Content”) for use on Company’s website (the “Company Website”) at any given time (such license, the “License”). Company may keep the licensed pieces of CentSai One Content or exchange one or more such pieces of CentSai One Content for different pieces available from the library provided by CentSai, provided that the License does not exceed the current level of CentSai One Content being licensed at any given time. If Company exchanges one piece of CentSai One Content for another, Company must immediately remove the old CentSai One Content from the Company Website. Upon cancellation of Company’s CentSai One subscription, the License will terminate immediately, and all CentSai One Content must be removed from the Company Website.
4. Fees. As consideration for the license granted in Section 3, Company will pay to CentSai the fee set forth in Schedule A hereto, payable as set forth in such Schedule A.
5. Refund & Extension – CentSai will only refund money or extend service agreement if CentSaiOne platform has been shut down and is not available for use or a customer has not been able to use due to technical issues on CentSai’s side.
6.1. Definition. “Confidential Information” means any proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information of either party, which is disclosed to or accessed by the other party either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
6.2. Non-Use and Non-Disclosure. The Company will not, during or subsequent to the term of this Agreement, use CentSai’s Confidential Information for any purpose whatsoever other than the performance of the services on behalf of the CentSai or disclose the CentSai’s Confidential Information to any third party. It is understood that all Confidential Information shall remain the sole property of CentSai. The Company further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Confidential Information does not include information which (i) is known to the Company on a non-confidential basis at the time of disclosure to the Company by CentSai as evidenced by written records of the Company, (ii) has become publicly known and made generally available through no breach by the Company of this Agreement nor any other wrongful act of the Company, or (iii) has been rightfully received by the Company on a non-confidential basis from a third party who is authorized to make such disclosure. Without the CentSai’s prior written approval, the Company will not directly or indirectly disclose to anyone the existence or terms and conditions of this Agreement.
6.3. Other Confidential Information. The Company agrees that it will not, during the term of this Agreement, improperly use or disclose any confidential or proprietary information or trade secrets of any third party with which the Company has an agreement or duty to keep in confidence information acquired by the Company, if any.
6.4. Return of Materials. Upon the termination of this Agreement, or upon Client’s earlier request, the Company will deliver to the CentSai all of the CentSai’s property or Confidential Information that the Company may have in the Company’s possession or control.
7.1. This Agreement shall be governed by the laws of Delaware. The Parties agree that any and all disputes, claims and causes of action arising out of or connected with this Agreement, shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either Party may seek an injunction or other equitable relief in any court of competent jurisdiction. In any action at law or equity that is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorney’s fees, in addition to any other relief to which that party may be entitled.
7.2. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
7.3. Neither party shall assign this Agreement without the prior written consent of the other party.
7.5. Each Party is an independent contractor of the other and engages in the operation of its own business, and neither Party is or shall be considered to be the agent of the other Party for any purposes. Neither Party has authorization to enter into any contracts, assume any obligations or make any warranties or representations on behalf of the other Party. Nothing in this Agreement shall be construed to establish a relationship of co-partner or joint venture between the parties. Neither Party shall be responsible to the other Party, the other Party’s employees or any governing body for taxes on the payroll of such other Party.
7.6. This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith. This Agreement may be executed in counterparts, each of which shall be an original and all such counterparts together shall constitute the entire Agreement.
7.7. If any provision or provisions of this Agreement shall be held unenforceable for any reason, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent by the parties set forth therein.
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