Professional Services Agreement Terms and Conditions

Customer shall make available in a timely manner at no charge to Recurly all technical data, computer facilities, programs, files, documentation, test data, sample output, or other information and resources reasonably required by Recurly for the performance of the Services. Customer will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Customer. Customer shall provide, at no charge to Recurly, office space, services and access to equipment (such as copiers, fax machines, and modems) as Recurly may reasonably require to provide the Services. Customer acknowledges that meeting target dates is contingent upon timely completion of activities by Customer as contemplated by the parties under the applicable Service Package. Customer will immediately advise Recurly in writing as soon as Customer becomes aware of any developments that may delay completion of a scheduled deliverable. Deliverable dates (though only an estimate) will be equitably adjusted by the parties (but in no event less than a day-for-day adjustment) in writing in the event of: (a) any delay caused by Customer's failure or inability to perform a dependent obligation; (b) any delay due to Customer's request for changes (whether pursuant to a Change Order or otherwise); (c) any delay due to a third party's act, failure to act, or delay in performing any obligation whatsoever; or (d) any other delay incurred as a result of Customer's action(s) or omission(s). No such delay will relieve or suspend
Customer's obligation to pay Recurly and, in addition to such payment obligations, Customer will pay for any and all costs and expenses incurred by Recurly relating to rescheduling as a result of any delay caused by Customer.

Each party will be and act as an independent contractor and not as an agent or partner of, or joint venturer with the other party, and neither party will by virtue of this Agreement have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

Recurly and Customer each agree to retain in confidence the Confidential Information of the other party. Each party agrees to: (a) preserve and protect the confidentiality of the other party's Confidential Information: (b) refrain from using the other party's Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party except as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). Notwithstanding the foregoing, either party may disclose Confidential Information of the other party which is: (i) already publicly known; (ii) discovered or created by the receiving party without reference to or use of the Confidential Information of the disclosing party, as shown in records of receiving party; (iii) otherwise known to the receiving party through no wrongful conduct of the receiving party, or (iv) required to be disclosed by law or court order. The confidentiality obligations of this Section 4 shall survive the termination of this Agreement for a period of five (5) years. “Confidential Information” means all non-public information, trade secrets, know-how, inventions, techniques, processes, methodologies, programs, schematics, software source code, data, work product, or any materials which are either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential. If either party breaches any of its confidentiality or other obligations hereunder, the other party shall be entitled to seek such equitable relief, including but not limited to injunctive relief, in addition to any monetary damages to which it may be entitled.