Terms & Conditions

All agreements, documents, information papers, and data in any form, supplied by either Party to the other pursuant to these Terms and Conditions concerning such Party’s business or financial condition (“Confidential Information”) shall be treated by the receiving Party as confidential. Each Party agrees to use a reasonable degree of care in safeguarding any Confidential Information received, but not less than the degree of care used in safeguarding its own proprietary information. To the extent such documents or data are retained by the receiving Party, they shall be kept in a safe place and shall be made available to third parties only as authorized by the disclosing Party in writing or pursuant to any order or request of a court or regulatory body having appropriate jurisdiction. If a Party receives such an order or subpoena it shall provide the other Party prompt notice of receipt of it, unless prohibited from doing so by the issuing authority prior to the receiving Party’s compliance herewith. Documents received from the disclosing Party and retained by the receiving Party shall be made available by the receiving Party for inspection and examination by the disclosing Party’s auditors, by properly authorized agents or employees of any regulatory bodies or commissions or by such other persons as the disclosing Party may authorize in writing. Notwithstanding anything herein to the contrary, each Party expressly authorizes the other to supply any information requested relating to the Party, its business, or Participating Customers to any regulatory or self-regulatory body having appropriate authority or to any third-party provider of such Party for the purposes of providing services relating to these Terms and Conditions. The obligations in this Section shall not restrict any disclosure by either Party pursuant to any laws or regulations, or by order of any court or government agency and shall not apply with respect to information which (i) is developed by the other Party without violating the disclosing Party’s proprietary rights; (ii) is or becomes publicly known (other than through unauthorized disclosure); (iii) is disclosed by the owner of such information to a third party free of any obligation of confidentiality; (iv) is already known by such Party without an obligation of confidentiality other than pursuant to the Terms and Conditions or any confidentiality agreements entered into between the Parties (including any predecessor entity) before the date of delivery of the Software; or (v) is rightfully received by a Party free of any obligation of confidentiality.