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2023-130 Resolution
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2023-130 Resolution
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11/10/2023 7:28:01 AM
Creation date
11/10/2023 7:17:25 AM
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North Olmsted Legislation
Legislation Number
2023-130
Legislation Date
11/8/2023
Year
2023
Legislation Title
PDQ.com Contract
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disclosing aggregated Usage Data that includes Customer's Usage Data for the purposes <br />listed in Section 12(b) above. <br />13. Intellectual Property Rights. Customer acknowledges and agrees that Company IP <br />is not sold to Customer. Customer does not acquire any ownership interest in Company IP under <br />this Agreement, or any other rights thereto, other than to use the same in accordance with this <br />Agreement and subject to all terms, conditions, and restrictions stated in this Agreement. <br />Company reserves and retains its entire right, title, and interest in and to Company IP and all <br />Intellectual Property Rights arising out of or relating to Company IP, except as expressly granted <br />to the Customer in this Agreement. <br />(a) Customer acknowledges and agrees that Company IP and Support <br />Services contain confidential, proprietary, and commercially valuable information and <br />trade secrets owned by Company ("Confidential Information'). Such Confidential <br />Information includes any and all source code, object code, program architecture, program <br />flow information, design definitions, design specifications, data structures, data <br />compilations, techniques, interfaces, calculations, formulas, algorithms, screens <br />generated, graphics, and other features and functionality. Customer shall protect and not <br />disclose or provide any such Confidential Information to any third party without the <br />express prior written consent of Company. Nevertheless, this provision does not prohibit <br />Customer from allowing individuals that are part of its nonemployed workforce to access <br />and use the Software and/or the SaaS System (as applicable) to manage Customer <br />Devices on behalf of Customer as may otherwise be permitted under this Agreement. <br />Customer shall safeguard all Company IP (including all copies thereof) from <br />infringement, misappropriation, theft, misuse, or unauthorized access. <br />(b) Company IP is protected by copyright, including without limitation by <br />United States copyright law, international treaty provisions, and applicable laws in the <br />country in which it is being used. This Agreement does not grant Customer any licenses <br />or rights in or to any source code of the Software or the SaaS System. This Agreement <br />does not grant to Customer any licenses or rights in or to any Intellectual Property of <br />Company, except for the limited rights to the Software and/or the SaaS System as <br />expressly set forth in this Agreement, and no other licenses or rights are granted by <br />Company under or in connection with this Agreement by implication, estoppel, operation <br />of law, or otherwise. Customer will take no actions which adversely affect Company's <br />Intellectual Property Rights in Company IP. Company reserves all rights not expressly <br />granted in this Agreement. <br />14. Payment. All Fees are payable in advance in the manner set forth in the Purchase <br />Order and are non-refundable. Any renewal of the license or access rights hereunder shall not be <br />effective until the fees for such renewal have been paid in full. Except as otherwise specified in a <br />Purchase Order or in this Agreement: (a) fees are based on the license rights and/or access rights <br />purchased and not actual usage; (b) payment obligations are noncancelable and fees paid are <br />nonrefundable; and (c) quantities purchased cannot be decreased during the relevant contract <br />period. <br />14 <br />
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