1.NextOTP may terminate this Agreement immediately upon written notice to the client:
2.All payments shall be made in accordance with the terms set
3.Payments shall be made based on the statements of the logs. The fee is chargeable based on the number and type of Services
4.Each Party represents and warrants to the other Party that its respective Services cannot be construed to be fraudulent, unlawful, or unauthorized.
5.PARTNER shall be solely responsible for any legal liability arising from or relating to the Content and PARTNER Services when transmitted on its own or any Third Party’s behalf, particularly the PARTNER CLIENT.
6.Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information includes non-public data provided to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Parties will each keep confidential any proprietary information and/or any information obtained from the other in connection with this Agreement (including for the avoidance of doubt details of each Party’s employees) which is reasonably identified by either party as commercially confidential or which is obviously confidential in nature (hereinafter “Confidential Information”) and neither will divulge the same to any third party except such of its employees, contractors, and agents as may need to know the same for the purposes of the implementation of this Agreement and who agree to be bound by the provisions of this clause without the consent in writing of the other. For the avoidance of doubt, the Parties agree that all details contained in the reports produced as part of the Services are confidential.