USE OF SERVICES/SOFTWARE. 2.1 FocusVision grants to Client, subject to the terms and conditions of the Agreement, the restricted, time-limited, non-exclusive, non-transferable and non-assignable right to access via the Internet and use the Proprietary Software or Services. Client is not granted any license or right to use any other IP that FocusVision may own, have licensing rights to, or otherwise control.
2.2 Client may grant access to use the Proprietary Software or Services to its independent contractors in the ordinary course of business for the purpose of the independent contractors providing services to Client (and not for any contractor’s independent use or use for the benefit of any third party). At FocusVision’s request at any time during the Term, Client shall promptly provide FocusVision with a list that sufficiently identifies the independent contractors Client has authorized pursuant to this Article 2.2.
2.3 Client shall acquire no title or ownership to the Proprietary Software, the Services, Improvements, or the Documentation, all of which are and will remain the IP of FocusVision. For the avoidance of doubt, except as expressly provided in Article 4.5, FocusVision shall own all IP Rights with respect to any Improvements or IP created from the provision of any Services or Deliverables under the Agreement.
2.4 Without limiting any of its other rights, FocusVision reserves the rights to restrict all uses of the Proprietary Software and Services to assure compliance by Client and Authorized Users who have access to the Proprietary Software and Services and are not in compliance with the terms and conditions of this Agreement during the period of such non-compliance.
2.5 Except as expressly provided otherwise in this Agreement or the Documentation, Client will not (i) modify, copy or create any derivative works based on the Proprietary Software, Services, or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Proprietary Software, Services, or Documentation available to any third party; (iii) reverse engineer or decompile any portion of the Proprietary Software or Documentation, including but not limited to, any software procured and utilized by FocusVision in the provision of the Proprietary Software and Documentation, except to the extent required by Law; (iv) access the Proprietary Software, Services, or Documentation in order to build any commercially available ...
USE OF SERVICES/SOFTWARE. 2.1 Decipher grants to Client, subject to the terms and conditions of the Agreement, the restricted, time-limited, non-exclusive, non-transferable and non-assignable, revocable right to use the Proprietary Software, in all cases for its internal business purposes. Client is not granted any license or right to use any other IP that Decipher may own, have licensing rights to, or otherwise control.
2.2 Where applicable pursuant to the Agreement, Client may use the Proprietary Software for the purpose of storing up to 15 gigabytes of total storage and transferring up to 45 gigabytes per month of total data transfer. Total storage in excess of 15 gigabytes or total data transfer in excess of 45 gigabytes per month will result in additional charges as shown in Appendix 4 attached to this Agreement.
2.3 It is an express term of the Agreement that Client will acquire no title or ownership to the Proprietary Software. The Improvements, the Proprietary Software, and Documentation are and will remain the IP of Decipher and Decipher will own and retain all IP Rights with respect thereto. For the avoidance of doubt, Decipher will have all IP Rights with respect to any Improvements or IP created from the provision of any Services under the Agreement.
2.4 Client agrees that it will not seek to (i) challenge, through the courts, administrative governmental bodies, private organizations or in any other manner, the rights of Decipher in Decipher’s IP, or (ii) thwart, hinder or subvert the rights of Decipher in Decipher’s IP.
2.5 Except as expressly provided otherwise in this Agreement or the Documentation, Client will not (i) modify, copy or create any derivative works based on the Software as a Service (“SaaS”) Service or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a SaaS Service bureau, or otherwise make the SaaS Service or Documentation available to any third party, other than to affiliates or authorized Parties as permitted herein; (iii) reverse engineer or decompile any portion of the SaaS Service or Documentation, including but not limited to, any software procured and utilized by Decipher in the provision of the SaaS Service and Documentation, except to the extent required by Law; (iv) access the SaaS Service or Documentation in order to build any commercially available product or service that infringes or misappropriates Decipher’s Intellectual Property Rights in or to the SaaS Service or Doc...
USE OF SERVICES/SOFTWARE. 9.1. Forsta grants to Client, subject to the terms and conditions of the Agreement, the restricted, time- limited, non-exclusive, non-transferable and non-assignable right to access via the Internet and use the Services for its internal business purposes, including activities which Client or any Client’s Affiliate performs on behalf of its or their clients. Client is not granted any license or right to use any other IP that Forsta may own, have licensing rights to, or otherwise control except as specifically specified in a Sales Order. Client shall not, and will ensure that its Affiliates shall not, directly or indirectly, resell or sublicense the Services or purport to do so.
9.2. Client may grant access and use of the Services to the Authorized Users only and is expressly prohibited from granting a User ID to their customers, or to any other third party other than Contractors. Client and Client’s Affiliates may use the Services to process its and their own data for its and their own internal and commercial business purposes only, including activities which Client or any Client’s Affiliate performs on behalf of its or their clients. Contractors’ access to and use of the Services shall be restricted to the performance of activities which Client or Client’s Affiliate has engaged Contractor to perform for it. Contractors are not allowed to use the Software, the Services, or the Documentation to perform work on their own behalf or on behalf of any other party. At Forsta’s request at any time during the Term, Client shall promptly provide Forsta with a list that sufficiently identifies the Contractors Client has authorized to use the Services pursuant to this Section. Client shall remain responsible for all acts and omissions of its Authorized Users and all activity that occurs under each User ID, as if those were the actions or omissions of the Client itself. No more than one (1) Authorized User shall have access to each User ID, and Client shall ensure that User IDs are not shared.
9.3. Should any Client’s Affiliates at any time cease to have such Affiliate status as defined in this Agreement,
9.3.1. all rights granted hereunder to such Affiliate will immediately become null and void;
9.3.2. Client shall remove access to the Services from the Affiliates and their Contractors immediately; and
9.3.3. Client will remain responsible for the acts of the former Affiliate and its Contractors until access has been properly removed.
9.4. Client shall acquire no title...
USE OF SERVICES/SOFTWARE. 1.1. Forsta grants to Client, subject to the terms and conditions of the Agreement, the restricted, time-limited, non-exclusive, non-transferable and non-assignable right to access via the Internet and use the Proprietary Software or Services for its internal business purposes, including activities which Client or any Client’s Affiliate performs on behalf of its or their clients. Client is not granted any license or right to use any other IP that Forsta may own, have licensing rights to, or otherwise control except as specifically specified in a Sales Order. Client shall not, and will ensure that its Affiliates shall not, directly or indirectly, resell or sublicense the Proprietary Software.
1.2. Client may grant access and use of the Proprietary Software or Services to its independent contractors and those of its Affiliates in the ordinary course of business for the purpose of the independent contractors providing services to Client (and not for any contractor’s independent use or use for the benefit of any third party). At Forsta’s request at any time during the Term, Client shall promptly provide Forsta with a list that sufficiently identifies the independent contractors Client has authorized pursuant to this Article 2.2. Client shall remain responsible for all acts and omissions of its Authorized Users and those of its Affiliates, as if those were the actions or omissions of the Client itself.
1.3. Should any Client’s Affiliates at any time cease to have such Affiliate status as defined in this Agreement,
1.3.1. all rights granted hereunder to such Affiliate will immediately become null and void;
1.3.2. Client shall remove access to the Services from the Affiliates and its agents immediately; and
1.3.3. Client will remain responsible for the acts of the former Affiliate and its agents until access has been properly removed.
1.4. Client shall acquire no title or ownership to the Proprietary Software, the Services, Improvements, or the Documentation, all of which are and will remain the IP of Forsta. For the avoidance of doubt, except as expressly provided in Article 4.5, Forsta shall own all IP Rights with respect to any Improvements or IP created from the provision of any Services or Deliverables under the Agreement.
1.5. Without limiting any of its other rights, Forsta reserves the rights to restrict all uses of the Proprietary Software and Services to assure compliance by Client and Authorized Users who have access to the Proprietary Software and Ser...
USE OF SERVICES/SOFTWARE. 2.1 With respect to use of the Decipher Survey Tool as part of the Research Services, FocusVision grants to Client, subject to the terms and conditions of the Agreement, the restricted, time-limited, non-exclusive, non-transferable and non-assignable right to access via the Internet and use the Proprietary Software, for (i) Client’s internal survey programming purposes, and/or (ii) for Client’s survey programming purposes on behalf of a third party and, in each case of the foregoing, solely for use by Authorized Users and not for use by any third party (other than independent contractors permitted pursuant to Article 2.2 of the Master Services Agreement) to perform any survey programming activities).
2.2 With respect to use of the Decipher Survey Tool as part of the Research Services, Client may store up to 15 gigabytes of data unless stated otherwise in the Service Order. Total storage in excess of 15 gigabytes or the total storage otherwise permitted by the Service Order will result in additional Usage Fees or other fees as proscribed in the Service Order.
2.3 With respect to use of the Decipher Survey Tool as part of the Research Services, only Authorized Users may use the Services and access the Survey Tool. FocusVision shall, from time to time, provide Client with user IDs, passwords (including, without limitation, master passwords), codes (including, without limitation, master codes), certificates, and other identification devices and security processes or measures necessary for Authorized Users to access and use the Service Tool (collectively, the “User IDs”). Such security processes or measures may include, without limitation, secure login access methods provided to Client. No User ID may be shared by more than one Authorized User. Client shall be solely responsible for the assignment, distribution, use of and maintenance of all User IDs to its Authorized Users. Client agrees and shall cause its Authorized Users to agree not to assign and/or distribute any User IDs to individuals who are not Authorized Users. Client shall be responsible for ensuring the security and confidentiality of all User IDs provided to Client and related passwords, including without limitation master passwords, master codes, and secure login access methods. Client acknowledges that it will be fully responsible for all liabilities incurred through use of any such User ID and that any transactions under a User ID will be deemed to have been performed by Client. Client agrees t...
USE OF SERVICES/SOFTWARE. Subject to your compliance with this Agreement, you may access and use the Services/Software as follows:
