Rights Granted. Subject to the terms and conditions of the Agreement, You have a personal, non-transferable, non-exclusive, royalty free, limited right to download and use the Connector and any related documentation made available by i95Dev ("Documentation"), solely (a) during the term, and within the scope, of the Agreement, and (b) for Your internal business purposes in the ordinary course of Your business operations. i95Dev retains all ownership and intellectual property rights to the Connector and Documentation, as well as anything developed or delivered by or on behalf of i95Dev under the Agreement, including, without limitation, all object code, source code, content, design features, visual expressions, screen formats, report formats, ideas, methods, and concepts, and all modifications of the foregoing (collectively referred to as "Proprietary Items"). The Agreement does not grant you any intellectual property rights in the Proprietary Items.
Use Restrictions. i95Dev represents and You acknowledge that the Proprietary Items are i95Dev's valuable, confidential, intellectual property. You shall not attempt to, or permit any third party to: (a) sell, license, distribute, transfer, communicate or disclose any Proprietary Items to any third party; (b) copy any Proprietary Items in violation of the Agreement; (c) modify or create derivative works of any Proprietary Items; (d) decompile, reverse engineer, create or recreate any source code for any Proprietary Item; (e) use Proprietary Items to provide services to, or to otherwise benefit, any third party, other than as expressly permitted hereunder; (f) use any Proprietary Items to create a program having features or functions substantially similar to those of the Connector or any product used to provide the Connector; (g) remove or modify any copyright or other proprietary notice contained in any Proprietary Item; (h) use or possess any Proprietary Item in any foreign jurisdiction in violation of any trade laws or regulations or (i) resell, lease, timeshare, rent, sell or otherwise provide any third party with the benefit of any Proprietary Item.
Support will be available Monday through Friday, 8am to 8pm ET, exclusive of i95Dev holidays. You may report, via telephone, a system down or system failure error without additional charge. i95Dev will make available to You standard support and updates during the term of the Agreement, as applicable. However, i95Dev may suspend such support and updates if i95Dev has reason to believe You have violated any provision of the Agreement, in addition to all other rights and remedies available to i95Dev for breach under the Agreement.
You may terminate the Agreement at any time for any reason upon notice to i95Dev. i95Dev may terminate the Agreement for cause based upon the Your breach of a material term or condition if such breach is either not reasonably capable of cure or You have failed to cure such breach within fifteen (15) days following receipt of written notice thereof. The Agreement will automatically terminate immediately upon the termination of any agreement between You and i95Dev. Upon termination of this Agreement, You will destroy all i95Dev Confidential Information and Proprietary Items in Your possession or under your control, certifying to i95Dev that the destruction has been completed.
For the purposes of the Agreement "Confidential Information" means any technical or business information disclosed by one party to the other party that: (i) is a i95Dev software product or services or a component of a i95Dev software product or services, including Proprietary Items; (ii) is marked or identified as "confidential" or "proprietary" at the time of such disclosure, and if identified orally is summarized in a writing sent to the receiving party within thirty (30) days after disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. A party's Confidential Information will not include information that: (i) is or becomes a part of the public domain through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to the disclosure and without having been obtained either directly or indirectly from the disclosing party; (iii) is disclosed to the receiving party by a third party not known by the receiving party to be subject to restriction on disclosure; or (iv) is independently developed by the receiving party. The parties agree to hold each other's Confidential Information in confidence while the Agreement is in force and effect, and for a period of five (5) years thereafter; subject to the obligations set forth above in the "Termination" section with respect to the destruction of such information. Each party will disclose the other's Confidential Information only to those employees or agents who need to know such information for the purposes of the Agreement and are subject to similar obligations of confidentiality. Nothing in the Agreement will, however, prevent either party from disclosing the other's Confidential Information to any federal, state, or local governmental entity as may be required by law.
Limited Warranties and Disclaimers; Limitations of Liability
The Agreement will be governed by and construed in accordance with the laws of ___________________. You hereby consent and submit to the jurisdiction and forum of the courts in ______________in all questions and controversies arising out of the Agreement. Notwithstanding the foregoing, the parties agree that the Uniform Computer Information Transactions Act ("UCITA") will not apply to the Agreement or any performance hereunder and the parties expressly opt-out of the applicability of UCITA to the Agreement. Both parties agree to comply with all applicable laws, executive orders and regulations issued, where applicable. The failure of either party at any time to require performance by the other party of any provision of the Agreement will in no way affect that party's right to enforce such provisions, nor will the waiver by either party of any breach of any provision of the Agreement be taken or held to be a waiver of any further breach of the same provision. If any part of the Agreement is found void and unenforceable, it will not affect the balance of the Agreement which will remain in full force and effect.