|
<br />1
<br />
<br />PERSONNEL TECHNOLOGY, LLC (dba Essential Personnel)
<br />HOSTED APPLICATION SERVICES AGREEMENT
<br />
<br />
<br /> THIS HOSTED APPLICATION SERVICES AGREEMENT (the "Agreement") is by and between
<br />PERSONNEL TECHNOLOGY, LLC, (dba Essential Personnel) a North Carolina limited liability company
<br />("EP") and the undersigned customer (the "Customer");
<br />
<br />WITNESSETH:
<br />
<br /> WHEREAS, EP has developed and owns certain,
<br />proprietary software systems (each, an
<br />"Application" or the "Application Services"); and
<br />
<br /> WHEREAS, Customer desires to subscribe to
<br />and access one or more Applications via the
<br />Internet, and EP desires to provide access to the
<br />Application(s), together with related maintenance
<br />and support services, all pursuant to the terms
<br />and subject to the conditions of this Agreement;
<br />
<br />NOW, THEREFORE, in consideration of the
<br />premises, of the mutual promises, agreements
<br />and covenants contained herein, and for other
<br />good and valuable consideration, the receipt and
<br />sufficiency of which is hereby acknowledged by
<br />the parties, EP and Customer agree as follows:
<br />
<br />SECTION 1
<br />License
<br />
<br /> 1.1 Grant of License. Subject to the terms
<br />of this Agreement, EP hereby grants to Customer
<br />a non-exclusive, non-transferable right and
<br />license (the "License") to (a) access and use the
<br />Application(s) identified on Schedule B affiliated
<br />with the Customer (via the Internet, and (b) use
<br />any related user documentation or materials
<br />provided or disclosed to Customer by EP in the
<br />course of providing such access to the
<br />Application(s) (the "Documentation"). BY THIS
<br />LICENSE, CUSTOMER IS GRANTED NO
<br />RIGHTS TO THE OBJECT OR SOURCE CODE
<br />OF THE APPLICATIONS OR ANY
<br />TRANSLATIONS OR DERIVATIVE WORKS
<br />THEREOF. CUSTOMER SHALL NOT EDIT,
<br />ALTER, ABRIDGE OR OTHERWISE CHANGE
<br />IN ANY MANNER THE CONTENT OF THE
<br />APPLICATION, INCLUDING, WITHOUT
<br />LIMITATION, ALL COPYRIGHT AND
<br />PROPRIETARY RIGHTS NOTICES. Customer
<br />may not, and may not permit others to:
<br />
<br />(a) Reverse engineer, decompile, decode,
<br />decrypt, disassemble, or in any way derive
<br />source code from, the software or Application;
<br />(b) Modify, translate, adapt, alter, or create
<br />derivative works from the Application;
<br />(c) Copy (other than one back-up copy),
<br />distribute, publicly display, transmit, sell, rent,
<br />lease or otherwise exploit the Application;
<br />(d) Distribute, sublicense, rent, lease, loan,
<br />or grant any third party access to or use of the
<br />Application to any third party;
<br />(e) use the Application in a manner that
<br />violates any applicable local, state, national or
<br />international law or governmental regulation,
<br />policy procedure or ordinance, or any rights of a
<br />third party;
<br />(f) Use the Application in a manner that
<br />violates the Terms of Service or Privacy Policy,
<br />if applicable; or,
<br />(g) Use the Application if this Agreement
<br />has been terminated.
<br /> 1.2 Scope of License. The License shall
<br />permit the number of users set forth on the
<br />Schedule B as amended by the parties hereto
<br />from time to time, to access the Application(s)
<br />from the personal computers, mobile devices, or
<br />networks owned or leased by Customer or
<br />Customer’s authorized users. Access to the
<br />Application (s) is for Customer's internal business
<br />purposes only and otherwise in accordance with
<br />this Agreement. Customer shall be provided with
<br />an administrative username and password; such
<br />DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4
|