RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications. 6.2 Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications or any software, documentation or data related to the FOCUSIT Applications (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications or any Software (except to the extent expressly permitted by FOCUSIT or authorized within the FOCUSIT Applications); use the FOCUSIT Applications or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 6.3 Further, Client may not remove or export from the United States or allow the export or re-export of the FOCUSIT Applications, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 6.4 Client represents, covenants, and warrants that Client and its End Users will use the FOCUSIT Applications only in compliance with this Agreement, the Terms of Use, the User Access Agreement and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless FOCUSIT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of FOCUSIT Applications. Although FOCUSIT has no obligation to monitor Client’s use of the FOCUSIT Applications, FOCUSIT may do so and may prohibit any use of the FOCUSIT Applications it believes may be (or alleged to be) in violation of the foregoing. 6.5 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT Applications, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client shall also be responsible for maintaining the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent. 6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement. 6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for 2.5 Customer may opt out of these Terms and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT SiteConditions, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreementbut doing so will terminate Services.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 2 contracts
Samples: Saas Services Agreement, Saas Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the collectively, “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a thirdthird party; or remove any proprietary notices or labelslabels included in the Software. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a limited, revocable, non- exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. Customer agrees to provide an annual written certification to Company confirming that Customer is in compliance with all license requirements and restrictions set forth in this Agreement.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Saas Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non- exclusive, non- transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Both parties hereby agrees to indemnify and hold harmless FOCUSIT the other party against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or SERVICE AGREEMENT action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customers shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Service Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any Company software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a thirdthird party; or remove any proprietary notices or labelslabels from the Services or Software. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable (except as set forth in Section 9), non-sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client represents, covenants, and warrants that Client and its End Users 2.3 Customer will use the FOCUSIT Applications Services only in compliance with the terms of this Agreement, the Terms of Use, the User Access Agreement and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless FOCUSIT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of FOCUSIT Applications. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications it believes may be (or alleged to be) Services in violation of the foregoing, on condition that Company first notify Customer of the violation and provide Customer a reasonable period to cure such violation.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement consent (and any end user agreement consented to by that End User) by each such End User provided access except to the FOCUSIT Application extent due to Company’s failure to implement and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreementmaintain reasonable security procedures).
Appears in 1 contract
Samples: Terms and Conditions
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non- exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Saas Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Servies (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client [Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Saas Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a thirdthird party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client represents, covenants, and warrants that Client and its End Users 2.3 Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless FOCUSIT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of FOCUSIT Applications. Although FOCUSIT has no obligation to monitor Client’s use of the FOCUSIT Applications, FOCUSIT may do so and may prohibit any use of the FOCUSIT Applications it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Saas Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); copy, modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a thirdthird party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non- sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Software as a Service Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any softwareSoftware, documentation or data related to the FOCUSIT Applications (the “Software”)Services; modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
6.3 2.2. Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3. Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall . 2.5. Customer acknowledges that Company does not monitor the content of communications or data of Customer or its users uploaded in or transmitted through the Servicers, and that Company will not be solely responsible for the content of any such communications or transmissions. Customer must use the Services exclusively for authorized and shall provide for legal purposes, consistent with all applicable laws and regulations, including without limitation the physical and electronic security for US CAN-SPAM Act of 2003, 15 U.S.C. 7701, any other national, state or local restrictions on the use of email, the Telephone Consumer Protection Act of 1991, as well as all other local, state, federal or national law which govern the use of, sending or receiving text messages. Further, Customer must at all times comply with the terms of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site18 U.S.C. § 2721, and shall ensure that only other applicable state and federal laws, as may be amended from time to time, regarding the authorized personnel are allowed use and disclosure of “personal information” and “highly restricted personal information” (as defined in 18 U.S.C § 2725) or in other applicable laws and regulations. Customer agrees not to access post on any applicable Servcies any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) contains viruses or other contaminating or destructive features; (c) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (d) otherwise violates any applicable law (including, without limitation, the laws and regulations governing consumer protection and privacy, export control, unfair competition, text messaging, or false advertising). Customer further agrees not to use the FOCUSIT Application and FOCUSITServices to solicit users to join or to procure products or services competitive to the Services. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have Company reserves the right to audit Client’s securitydelete, move or edit any Customer content that it may reasonably determine, in coordination with Clientits sole discretion, to assess violates the adequacy of Client’s security measures under this Agreement.
6.7 Client Agreement or is responsible otherwise inappropriate for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accountsposting. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client Customer agrees to promptly notify FOCUSIT of any unauthorized usedefend, accessindemnify, or disclosure of and hold harmless Company and any of its Client Account or Permitted User Accounts. Without limiting any of the foregoingsubsidiaries, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Usersaffiliates, suppliers, and shall assure compliance their directors, officers, agents or employees against any and all liability associated with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act Customer’s or omission by any such third party shall be deemed to be committed by Client for purposes its users’ breach of this Agreementsection. The references above that specify U.S. laws and regulations are intended to govern U.S. customers only; however, this does not exclude non-U.S. customers from obligations under their own national, provincial, state or local laws that address like-kind issues.
Appears in 1 contract
Samples: Master Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications services or any softwareSoftware, documentation documentation, or data related to the FOCUSIT Applications (the “Software”)services; modify, translate, or create derivative works based on the FOCUSIT Applications services or any Software (except to the extent expressly permitted by FOCUSIT Ribbon or authorized within the FOCUSIT Applicationsservices); use the FOCUSIT Applications services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
6.3 . With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Ribbon hereby grants to Customer a non-exclusive, non-transferable, non- sublicensable license (if applicable) to use such Software in connection with the services. Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT Applicationsservices, Software Software, or anything related thereto, or any direct product thereof thereof, in violation of any restrictions, laws laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.2 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications services only in compliance with this Agreement, the Terms of Use, the User Access Agreement and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Ribbon against any damages, losses, liabilities, settlements settlements, and expenses (including including, without limitation limitation, costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of FOCUSIT Applications. Although FOCUSIT has no obligation to monitor ClientCustomer’s use of the FOCUSIT Applications, FOCUSIT may do so and may prohibit any use of the FOCUSIT Applications it believes may be (or alleged to be) in violation of the foregoingservices.
6.5 Client 2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access access, or otherwise use the FOCUSIT Applicationsservices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) ), and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent. Customer agrees to promptly use current versions of all updates and upgrades of the Software to enable the services to optimally function.
6.6 Client shall be solely responsible for and shall provide for 2.4 Customer grants Ribbon access to the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use EdgeView® Service Control Center to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access Customer’s usage is in conformance with the Customer quote and use the FOCUSIT Application terms and FOCUSITconditions herein. The security measures employed by Client shall not be less than those employed If Customer alters, modifies, and/or deletes all or portions of information stored in the industry EdgeView® Service Control Center, or impedes or restricts Ribbon’s access to protect information of a similar kind or nature. Pursuant to Section 5the EdgeView® Service Control Center, FOCUSIT shall have then Ribbon reserves the right to audit Clientimmediately suspend or terminate Customer’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this AgreementSoftware.
Appears in 1 contract
Samples: Edgeview Service Control Center Terms and Conditions
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a thirdthird party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non- sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export re -export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-252.227- 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policies & Procedures”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Affiliate Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Honeycomb or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a thirdthird party; or remove any proprietary notices or labels, sell, resell, rent, copy or lease the Services or use the Service to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. Notwithstanding the service capacity stated in the Order Form, if Customer’s use of the Services substantially exceeds the resource requirement (e.g. in storage, ingestion or computing resources) of typical customers of the Services on a pro rata basis, Honeycomb may limit or suspend the Services until Customer’s usage is within a more typical operating range.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client represents, covenants, and warrants that Client and its End Users 2.3 Customer (i) will use the FOCUSIT Applications Services only in compliance with this Agreement, the Terms of Use, the User Access Agreement Honeycomb’s specifications or instructions and all applicable laws and regulations, (ii) is solely responsible for the accuracy, quality, integrity and legality of Customer Data. Client hereby agrees Without limiting the foregoing, Customer may not use the Services for any illegal activities, may not exploit the Services to indemnify and hold harmless FOCUSIT against access confidential information of any damagesother person, lossesmay not impersonate another person or misrepresent Customer’s identify or the source of any content, liabilitiesmay not upload to the Service any content that infringes the intellectual property rights or privacy rights, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim may not upload illegal content, or action upload content that arises from an alleged violation suggests Honeycomb’s sponsorship or endorsement of Customer or the foregoing or otherwise from Client’s use of FOCUSIT Applications. content, Although FOCUSIT Honeycomb has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Honeycomb may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client shall be 2.4 Unless expressly stated in the Order Form, Customer will not provide to Honeycomb any personally identifiable information or any sensitive information (such as health data or financial data).
2.5 Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Master Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a thirdthird party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Saas Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-know- how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non- transferable, non-sub-licensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client hereby agrees in and to indemnify (a) the Services and hold harmless FOCUSIT against Software, all improvements, enhancements or modifications thereto, (b) any damagessoftware, lossesapplications, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of FOCUSIT Applications. Although FOCUSIT has no obligation to monitor Client’s use of the FOCUSIT Applications, FOCUSIT may do so and may prohibit any use of the FOCUSIT Applications it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT Applications, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client shall also be responsible for maintaining the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Saas Subscription Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non- sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2. Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3. Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Terms and Conditions
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT Applications, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client shall also be responsible for maintaining the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Master Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
6.3 Further. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Client may not remove or export from Company hereby grants Customer a non- exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client represents, covenants, and warrants that Client and its End Users will use the FOCUSIT Applications only in compliance with this Agreement, the Terms of Use, the User Access Agreement and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless FOCUSIT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of FOCUSIT Applications. Although FOCUSIT has no obligation to monitor Client’s use of the FOCUSIT Applications, FOCUSIT may do so and may prohibit any use of the FOCUSIT Applications it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT Applications, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client shall also be responsible for maintaining the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Terms and Conditions
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sub-licensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsService. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Service Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Servies (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2. Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 3. Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client [Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing time-sharing or service bureau purposes or otherwise for the benefit of a thirdthird party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non- exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, covenants and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this AgreementCompany’s standard published policies, which are found at xxxx://xxx.xx/permitrocketsupportpolicy & xxxx://xxx.xx/permitrocketdataprivacy, then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements settlements, and expenses (including without limitation costs and attorneys’ attorney’s fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing, with the provision of notice to Company with a description of the violation.
6.5 Client 2.4 Where applicable, the Subscribed Services will be hosted by Company at a physically secure commercial third-party hosting facility. Company will perform system administration duties as required to maintain the service levels described in Exhibit C (“Service Level Terms”) and to facilitate the timely restoration of Customer’s data and operations, if necessary, following unanticipated interruptions of the Subscribed Services. Company will implement suitable network security measures to minimize the likelihood of unanticipated interruptions of the Subscribed Services.
2.5 With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consentconsent and Customer releases Company from any liability for claims relating to its obligations under the Section.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Master Terms and Conditions
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non- sublicensable license to use such Software during the Term only in connection with the Services.
6.3 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-re- export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policies & Procedures”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: Affiliate Agreement
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client 3.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any softwareSoftware, documentation or data related to the FOCUSIT Applications (the “Service or Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Cyara or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a thirdthird party; or remove any proprietary notices or labels.
6.3 Further, Client 3.2. Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT Applications, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client 3.3. Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services or Software only in compliance with this Agreement, the Terms of Use, the User Access Agreement Cyara’s Usage Policy and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Cyara against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Cyara has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Cyara may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing.
6.5 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT Applications, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client shall also be responsible for maintaining the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement.
6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.
Appears in 1 contract
Samples: End User Services Agreement