the pricing by a variance of 4% for each Program(s) on an annual basis for the term(s) of the Agreement.
3.2 Invoicing & Payment. Campus Labs shall invoice Institution for any and all fees relating to the Program(s), including any late charges, in accordance with the terms of the relevant License Schedule.
3.3 Suspension of Program(s). If Institution’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, Campus Labs reserves the right after notice of overdue payment to Institution to suspend the Program(s) provided to Institution, without liability to Institution, until such amounts are paid in full.
3.4 Taxes. Campus Labs' fees are exclusive of all local, state, federal and foreign taxes, levies, or duties of any nature
3.4 Taxes. Campus Labs rees are exclusive of all local, state, federal and foreign taxes, revies, or duties of any nature (“Taxes”), and Institution is responsible for payment of all Taxes, excluding only taxes based on Campus Labs’ net income. If Campus Labs has the legal obligation to pay or collect taxes for which Institution is responsible pursuant to this Section 3.4, the appropriate amount shall be billed to and paid by Institution unless Institution provides Campus Labs with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.5 Billing & Contact Information. Institution shall maintain complete, accurate and up-to-date Institution billing and contact information with Campus Labs.
4.1 Reservation of Rights. Institution acknowledges that in providing the Program(s), Campus Labs utilizes: (i) the Campus Labs and OrgSync names, campuslabs.com and the orgsync.com domain names, the product names associated with the Program(s), OrgSync, and other trademarks; (ii) certain audio and visual information, documents, software and other works of authorship; (iii) any work product; including, but not limited to, any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided to you in relation to the Program(s); and (iv) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions, pre-existing or independently developed materials which are used in connection with the Program(s), and other tangible or intangible technical material or information (collectively, "Campus Labs Technology") and that the Campus Labs Technology is covered by intellectual property rights owned or licensed by Campus Labs, and derivatives thereof ("Campus Labs IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in the Campus Labs IP Rights are granted to Institution and all such rights are hereby expressly reserved.
4.2 Institution Data. As between Campus Labs and Institution, all Institution Data, whether posted by Institution or by third parties, remains the sole property of Institution. To the extent that Institution grants Campus Labs access to Institution Data, Institution shall restrict Campus Labs' access to such Institution Data except as necessary for Campus Labs to perform the Programs. Furthermore; Campus Labs may adapt, modify, add to, translate, manipulate, restructure, and reformat the Institution Data as necessary to create, modify, and maintain the course of using the Program(s). Institution Data shall be considered Confidential Information, subject to the terms of this Agreement. Campus Labs may access Institution's User accounts, including without limitation Institution Data, to respond to Program(s) or technical problems. At all times during and after the License Term, all data generated by Institution shall remain the exclusive property of Institution. If Institution should choose to utilize data sets to participate in any group or "benchmarking" projects, ownership of the resulting data sets will be governed by the written agreements associated with that project.
INSTITUTION IS SOLELY RESPONSIBLE FOR ALL INSTITUTION DATA AND OTHER DATA AND INFORMATION PROVIDED TO CAMPUS LABS OR RECEIVED BY OR COLLECTED FROM THE PROGRAM(S). CAMPUS LABS SHALL NOT BE LIABLE TO INSTITUTION OR ANY OF INSTITUTION'S USERS FOR ANY DAMAGES OR CLAIMS ARISING OUT OF, RELATED TO OR IN CONNECTION WITH SUCH INSTITUTIONAL DATA, AND OTHER INFORMATION PROVIDED TO CAMPUS LABS
4.3 Ownership of Contacts. During and after the License Period, all Institution-specific contact sets (including, but not limited to, personal identifiers such as name, phone numbers, address, email address, identification numbers or identities of students or other Institution constituents, or date of birth) shall remain the exclusive property of the Institution and qualify as “Confidential” as defined below and subject to the restrictions of the Family Educational Rights and Privacy Act and regulations promulgated thereunder (“FERPA”). Institution and Campus Labs acknowledge that, by Campus Labs’ provision of the Program(s), Campus Labs is a “school official” with “legitimate educational interests” under FERPA and Institution may disclose personally identifiable information (“PII”) of students, as that term is defined under FERPA, to Campus Labs for limited use in connection with operating the Program(s). Campus Labs will not disclose student PII to third parties or use it for any purpose other than performing its obligations hereunder.
5. Confidentiality.