(i) Company’s right to suspend access to the Solution: The Company may suspend the Client’s right to access or use any portion or all of the Solution immediately without notice to the Client if it determines that: 
The Client’s use of the Solution: (i) poses a security risk to the Company, the Solution or any third party or; (ii) may adversely impact Company’s other services and products including the Solution or the systems or content of any of other customers of the Company; (iii) may subject the Company or its Affiliates, or any third party to liability; or (iv) may be fraudulent; The Client is in breach of these Terms of Use, including if the Client is delinquent on its payment obligations as stipulated under Clause 7 (License Fee and Payment Terms); or The Client ceases to operate in the ordinary course, has made an assignment for the benefit of creditors or similar disposition of assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. 
(ii) Effect of suspension: If the Company suspends the Client’s right to access or use any portion or all of the Solution in accordance with Clause 9(i) above; 

The Client shall remain responsible for all Fees incurred through the date of suspension; The Client shall remain responsible for all applicable Fees for any portion of the Solution to which the Client continues to have access, as well as any applicable data storage fees and charges, and fees and charges for in-process tasks completed and incurred through the date of suspension; The Company shall not erase any of the Clients’ content or data, uploaded prior to such suspension, as a result of the suspension, except as specified elsewhere in these Terms of Use. The Company’s right to suspend the Client’s right to access or use the Solution is in addition to the Company’s right to terminate these Terms of Use pursuant to Clause 12 (Termination of the Agreement) herein.

CONFIDENTIALITY

(i) Definition and Exclusions:

(a) For the purpose of these Terms of Use, “Confidential Information” shall include any and all confidential and proprietary information or material (including information, data and materials relating to current or prospective products and processes) made available (whether intentionally or otherwise) to a Party or its affiliates or subcontractors, or its or its affiliates or its subcontractors’ employees, agents and other representatives, by or on behalf of the other Party and relating to the business, operations, affairs, technologies, plans and strategies of such other Party, whether observed or provided orally, in written, graphic or electronic form, or in the form of samples, and whether or not marked, labelled or otherwise identified as “confidential,” “secret” or “proprietary” (it being acknowledged and agreed that the existence and terms of these Terms of Use will be considered to be Confidential Information as to both Parties). 
(b) Notwithstanding above, the Confidential Information does not include any information or items that: (i) were generally available to the public, or otherwise part of the public domain, when received by the receiving Party; (ii) become generally available to the public, or otherwise becomes part of the public domain, other than through a breach of these Terms of Use; (iii) can be demonstrated by the receiving Party to have already been in its possession, or otherwise known by it, prior to the time of receipt from the disclosing Party; (iv) is received by the receiving Party from a third Party that is (1) in lawful possession thereof; and (2) under no confidentiality obligation to the disclosing Party; or (v) is independently developed by the receiving Party without the use of the Confidential Information of the disclosing Party that has or could have commercial value or other utility in disclosing Party’s business and is treated with confidentiality. 

(ii) Disclosure of Confidential Information 

Each Party hereby agrees and acknowledges that it shall: 
(a) use the same level of care to prevent disclosure of the Confidential Information of the disclosing Party to any third parties as it employs to avoid disclosure, publication, or dissemination of its own information of a similar nature, but in no event less than a reasonable standard of care; 
(b) use the Confidential Information of the disclosing Party solely for the purpose of performing its obligations under these Terms of Use; 
(c) not acquire any right in or assert any lien against Confidential Information of the disclosing Party; 
(d) promptly return, or provide a copy of, as the disclosing Party directs, Confidential Information upon its request; 
(e) notwithstanding the foregoing, the receiving Party may disclose Confidential Information of the disclosing Party to its employees, agents, and subcontractors who have: (i) a need to know such Confidential Information in order to perform their duties; and (ii) a legal duty to protect the Confidential Information. The receiving Party assumes full responsibility for the acts or omissions of its subcontractors and employees with respect to such Confidential Information; and 
(f) immediately notify the disclosing Party, in the event of any unwanted disclosure or loss or breach of Confidential Information. 

(iii) Required Disclosure 

The receiving Party may disclose Confidential Information received from the disclosing Party, to the extent required by Applicable Laws or by order of a court or governmental agency; provided, however, that the receiving Party shall give the disclosing Party prompt notice and shall use its best efforts to cooperate with the disclosing Party if it wishes to obtain a protective order or otherwise protect the confidentiality of such Confidential Information, as the case may be. Further, the receiving Party may disclose the terms of these Terms of Use to the extent required to enforce its terms or its rights. The confidentiality obligations shall survive the termination of these Terms of Use. 

(iv) Equitable Relief 

Each Party acknowledges that any breach of the confidentiality obligations under these Terms of Use by the receiving Party or, or its personnel or subcontractors, will cause immediate and irreparable injury to the disclosing Party, and in the event of any such breach, the disclosing Party shall be entitled to injunctive relief, without bond or other security, and to any and all other remedies available at law or in equity. 

(v) Return of Confidential Information

Unless it is expressly authorized by these Terms of Use to retain the disclosing Party’s Confidential Information, the receiving Party shall, either at the request of the disclosing Party or on termination and/or expiry of these Terms of Use, promptly return or destroy with a confirmation in writing, any and all Confidential Information received and all copies thereof.

It is agreed between the Parties that the Company reserves the right to use certain details of the Client, including but not limited to the logo or name of the Client and any performance metrics obtained under these Terms of Use for its own marketing and advertising purposes. The Client hereby expressly consents to the usage of such details by the Company and provide the Company a perpetual, irrevocable, worldwide, royalty free license for the provision of such usage.