From time to time, we may amend these terms. Sockeye will notify you of any material changes by promptly sending an email or posting a notice. By continuing to use Sockeye Services after such notice, you are indicating that you agree to be bound by the modified terms. Notwithstanding the foregoing, if the changes have a material adverse impact on and are not acceptable to you, then you must notify Sockeye within 30 days after receiving notice of the change. If your objection cannot be accommodated, then the prior terms shall remain in force until the expiration of the subscription period. Any renewed Customer Success Plan will be governed by our then-current terms.

1.2 NOTICES

Any notice or other communication required or permitted under this Agreement shall be given in writing and delivered by hand, e-mail, facsimile or by registered or certified mail, postage prepaid and return receipt requested.

1.3 COMPLIANCE WITH LAWS

At all times, Sockeye will adhere to all applicable state, federal and local laws and regulations in the conduct of its business, installation and use of the Software and maintain the proper insurances as are customary in the business.

1.4 CONFIDENTIALITY

Each Party agrees not to use, disclose, sell, license, publish, reproduce, or otherwise make available the Confidential Information of the other Party except and only to the extent necessary to perform under this Agreement. Each Party agrees to secure and protect the other Party’s Confidential Information in a manner consistent with the maintenance of the other Party’s confidential and proprietary rights in the information and to take appropriate action by instruction or agreement with its employees, consultants or other agents who are permitted access to the other Party’s Confidential Information to satisfy its obligations under this Section.

“Confidential Information” means a Party’s information, not generally known by non-party personnel, used by the Party and which is proprietary to the Party or the disclosure of which would be detrimental to the Party. Confidential Information includes, but is not limited to, the following types of information (whether reduced to writing or designated as confidential):

Work product resulting from or related to Services performed under this Agreement.
A Party’s computer software, including documentation.
A Party’s internal personnel, financial, marketing, and other business information and manner and method of conducting business.
Confidential information provided by or regarding a Party’s employees, customers, vendors, and other contractors.

2. FEES AND PAYMENT

2.1 LATE PAYMENT; NON-PAYMENT

Invoices not paid within 90 days of the invoice date are subject to a 2% monthly finance charge against the original invoice amount. If an invoice is not paid in full, the 2% finance charge will be calculated from the remaining unpaid balance. Services will be suspended if payment is not receiving within 60 days following the due date.

2.2 OUT OF POCKET EXPENSES

Sockeye shall be reimbursed for all reasonable out-of-pocket expenses such as airfare, lodging, and shipping in performance of the Services with prior approval from Client.

3. SUPPORT TIERS

3.1 SERVICE HOURS

Sockeye will provide Services to Client through remote means between the hours of 8:00 am – 5:00 pm Alaska standard time, Monday through Friday, excluding public holidays. Services may be provided in person if pre-arrangements are made with Sockeye. Sockeye will respond to the Client’s Support Tickets with best efforts. This typically means within 2-3 hours during regular business hours. Please see below for Service Response goals.

3.2 SERVICE RESPONSE GOALS

4. TERMINATION

4.1 TERMINATION

The Customer Success Plan may be terminated by Sockeye or by Client for any reason. Each party agrees to provide the other party ninety (90) days prior written notice of their intent to terminate this Agreement. The termination of this will not have any effect or impact on any other existing agreement between Sockeye and Client.

5. ADDITIONAL TERMS

5.1 NON-SOLITICATION

During the term of this Agreement and for 12 months after any termination of this Agreement, Client will not directly or indirectly induce or attempt to induce any employee to leave Sockeye. If, for any reason, Client hires, on a full or part-time basis, a Sockeye employee during and for 12 months after termination of this Agreement, Client agrees to pay Sockeye compensation equal to that employee’s annual compensation with Sockeye prior to departure. An individual’s response to a broad and general advertisement or solicitation not specifically targeting or intending to target employees of Sockeye shall not be deemed a violation of this Non-Solicitation provision.