Candle Corporation (“Candle”) and the client (“Client”, together with Candle, the “Parties”) identified in the applicable order (“Order”) hereby agree that Candle will provide Client a Software as a Service subscription license to the Candle platform (the “Services”) in order to support the Client in the development of software programs (the “Agreement”).
Candle will provide the Services in accordance with the Agreement and the Order. Client will pay for the Services as stated in the Order within thirty (30) days of the invoice date. Fees are exclusive of taxes. Late fees may apply to past due payments. Candle may suspend or terminate Client's access to the Services for non-payment. The Order will auto-renew unless either party provides notice of non-renewal thirty (30) days or more prior to the end of the Order term.
Each party will exercise commercially reasonable measures to maintain the confidentiality of the other party's confidential information and data. Candle's Data Processing Addendum can be viewed here.
Candle owns all right, title, and interest in and to the Services, including, without limitation, all modifications, improvements, upgrades, derivative works, and feedback related thereto and all intellectual property rights therein. Upon termination or expiration of this Agreement, Client shall cease using the Services and any Candle intellectual property. If Client provides Candle with content (“Content”), Client will obtain all consents necessary to provide such Content, and Client grants to Candle a limited, non-exclusive, royalty-free, perpetual, world-wide license to use the Content to provide, improve, and monitor the Services.
Client may not (i) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Services; (ii) use, evaluate or view the Services for the purpose of designing or creating a product or service competitive to Candle; or (iii) resell, use the Services in a service bureau, or provide services for a third party.
The Parties represent and warrant they will comply with all applicable laws, codes, regulations, and ordinances.
Candle will indemnify Client against any claim for intellectual property infringement involving the Services. Client will indemnify Candle against any claim for intellectual property infringement involving the Content.
EXCEPT AS SET FORTH HEREIN, CANDLE DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS, IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES.
NEITHER PARTY IS LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL THE TOTAL COLLECTIVE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT EXCEED THE GREATER OF THE AGGREGATE FEES PAID OR OWED CANDLE UNDER THIS AGREEMENT.
If either party breaches the Order or Agreement and does not cure the breach within thirty (30) days, the non-breaching party may terminate the Order and / or Agreement. Termination by Candle does not relieve the Client from payment obligations.
Neither party will be in default for failing to perform any obligation due to force majeure events including acts of God, civil commotion, third party websites, strikes, terrorism, hackers, failure of networks, the Internet, power outages, labor disputes or government restrictions.
Unless specified in the Order, the Agreement is governed by the laws of Georgia and any dispute between the Parties will be brought in the state or federal courts located in Atlanta, Georgia.