|
Page 2 of 10
<br /> CONFIDENTIALITY NOTICE
<br />Not for use or disclosure outside of Acid Remap LLC or Client except as required by law
<br />Client and/or particular Users, and to otherwise re-
<br />move any Client Data from the Application if Cli-
<br />ent and/or any of its use of the Application violates
<br />any applicable federal, state, local or international
<br />laws or regulations, or the rights of any third party.
<br />2.2 Ownership.
<br />(a) Acid Remap retains all rights to the Ap-
<br />plication not expressly granted to Client in this
<br />Agreement. Without limiting the generality of the
<br />foregoing: (i) except as specifically set forth in this
<br />Agreement and as with regards to Client Data,
<br />which is the sole and exclusive property of Client,
<br />Acid Remap has all rights, title and interest in and
<br />to the Application, all components thereof, all con-
<br />tent which Acid Remap makes available to Client
<br />for downloading and all intellectual and industrial
<br />property rights embodied therein or pertaining
<br />thereto, including, without limitation, copyrights,
<br />patent rights, trademarks and trade names, and
<br />trade secrets. (ii) any configuration or deployment
<br />of the Application shall not affect or diminish Acid
<br />Remap’s rights, title, and interest in and to the Ap-
<br />plication, and (iii) Client shall not limit Acid
<br />Remap in any way from developing, using, licens-
<br />ing, distributing, modifying, or otherwise freely
<br />exploiting the Application, any other materials
<br />provided by Acid Remap, or any modifications,
<br />enhancements, improvements or derivative works
<br />thereof, or from permitting third parties from so
<br />doing; provided, that, except as expressly set forth
<br />herein, Acid Remap shall not use any Client Data
<br />for any purpose other than providing the Applica-
<br />tion to Client and Users.
<br />(b) The Application is licensed, not sold, to
<br />Client, and solely for the purposes set forth in this
<br />Agreement. To the extent Client or its Users cre-
<br />ates any derivative works or improvements to the
<br />Application, Client, on behalf of itself and its Us-
<br />ers, hereby assigns all right, title and interest to
<br />such derivative works or improvements, including,
<br />without limitation, all intellectual property rights,
<br />to Acid Remap.
<br />2.3 Restrictions on Use.
<br />(a) Except as otherwise specifically permit-
<br />ted under this Agreement, and with the exception
<br />of any Client Data, Client shall not, and Client
<br />shall not permit any third party to (i) copy, modify,
<br />create derivative works of, distribute, sell, assign,
<br />pledge, sublicense, lease, loan, rent, timeshare, de-
<br />liver or otherwise transfer the Application to any
<br />third party in whole or in part; provided, that Client
<br />may copy Acid Remap’s documentation as needed
<br />for use by its Users, (ii) derive or attempt to derive
<br />the source code of any portion of the Application
<br />by any means, (iii) reverse engineer, decompile,
<br />disassemble, or translate the Application or any
<br />part thereof, (iv) transfer any of the Application
<br />components to any other person, entity, computer,
<br />computer network, or other device, or (v) upload,
<br />post, mail, publish, transmit or distribute in any
<br />way the Application, any component of the Appli-
<br />cation or derivative works based thereon.
<br />(b) Client may not sublicense or use the Ap-
<br />plication for commercial time-sharing, rental, out-
<br />sourcing, or service bureau use, or to train persons
<br />other than Users, unless previously agreed to in
<br />writing by Acid Remap.
<br />2.4 Limited Trademark License. No li-
<br />cense, right or interest in the trademarks, trade
<br />names or service mark of either party or its licen-
<br />sors (“Marks”) is granted hereunder, except for the
<br />limited purpose of marketing and publicity to the
<br />extent permitted by Section 10.4 and except as oth-
<br />erwise necessary to fulfill the terms of this Agree-
<br />ment. Each party expressly retains the right to
<br />monitor the uses, if any, to which its (or its licen-
<br />sors’) Marks are put, and each party shall comply
<br />with instructions which the other party may give
<br />from time to time regarding the other party’s (or its
<br />licensors’) Marks.
<br />2.5 Limited Access to Client Data.
<br />(a) If, in the course of Acid Remap perform-
<br />ing its obligations hereunder, it is necessary for
<br />Acid Remap to access Client Data to an extent not
<br />otherwise provided herein, Client hereby grants
<br />Acid Remap a royalty-free right to access Client
<br />DocuSign Envelope ID: 57B81867-7CC5-4DAD-8EC6-2C80F5632E9A
|