Agenda - 06-02-2015 - 6e - Laserfiche WebLink

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EXHIBIT 1 13 original elements of audiovisual displays created hereunder specifically for Client, which shall be deemed to be part of Client Content), and any trade secrets, know -how, methodologies and processes related to Simpieview's products or services, shall remain the sole and exclusive property of Simpieview or its suppliers, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively "Simpieview Materials "). Client acknowledges and agrees that Simpieview is in the business of designing and hosting Web sites, and that Simpieview shall have the right to provide to third parties services which are the same or similar to the Services, and to use or otherwise exploit any Simpieview Materials in providing such services. 4.3 Simpieview Notices Unless otherwise agreed to in writing by the Parties, Simpieview shall have the right to place proprietary notices of Simpieview (including hypertext links related thereto) on the Simpieview Materials and on the Site, including developer attribution and hypertext links to Simpieview's web sites, and to change or update such notices from time to time upon notice to Client. The size and location of these notices shall be subject to Client's approval, which approval shall not be unreasonably withheld. In no event may Client remove or alter any Simpieview proprietary notice from the Simpieview Materials or the Site without Simpieview's prior written consent. Simpieview may use the name of and identify Client as a Simpieview client, in advertising, publicity, or similar materials distributed or displayed to prospective clients. 5. License 5.1 Grant of License - Client Client hereby grants to Simpieview a non - exclusive, worldwide, royalty free license for the Initial Term and any Renewal Term (as those terms are hereinafter defined) to edit, modify, adapt, exhibit, publish, transmit, perform, display, and otherwise use Client Content solely as necessary to render the Services to Client under this Agreement. 5.2 Grant of License - Simpieview Simpieview hereby grants to Client a limited, non - exclusive, nontransferable license solely for the Initial Term and any Renewal Term (as those terms are hereinafter defined) to make use of Simpieview Materials that are incorporated in the CMS and /or CRM and that are required for the operation of the CMS and /or CRM. Client cannot use the Simpieview Materials for any other purpose, including selling, copying or transferring any portions to third parties, or providing Web site development or hosting services for others. Simpieview hereby reserves for itself all rights in and to the Simpieview Materials not expressly granted to Client in the immediately foregoing sentence. In no event shall Client use any trademarks or service marks of Simpieview without Simpieview's prior written consent. 6. Warranties 6.1 Simpieview Warranties Page 15