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scabr7,-�x*s e. Other Services. Seabrooks may provide: (i) implementation services, (ii) professional or training services, and (iii) Subscriber -sponsored enhancements as further specified on Order Form (Other Services). ' 3. Payment. Subscriber must pay all fees as specified on the order, but if not specified then upon the invoice receipt date per Notices section of Subscription Services Agreement. Subscriber is responsible for the payment of all sales, use, withholding, excise, and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement. All payments must be made via an ACH debit or credit card through the Seabrooks payment portal. Subscriber is responsible for creating an account within the Seabrooks payment portal prior to the first day of service. Subscriber is responsible for ensuring the designated payment method is valid prior to processing, on the 51" day of each month. 4. MUTUAL CONFIDENTIALITY. a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of. the information and the circumstances of disclosure (Confidential Information). Seabrooks' Confidential Information includes without limitation the Service, its user interface design and layout, and pricing information, and the API (defined in 5c). b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement. c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its,disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order. 5. Seabrooks PROPERTY. ,,, Reservation of Rights. The software, workflow processes, user interface, designs, API (defined in 5c), and other technologies provided by Seabrooks as part of the Service are the proprietary property of Seabrooks and Its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights,, remain only with Seabrooks. Subscriber may not remove or modify any proprietary marking or restrictive legends in the Service or API. Seabrooks reserves all rights unless expressly granted in this agreement. 41 7