License Terms and Conditions
Subject to the terms set forth below which may be changed or updated from time to time, any payment for use of Continuity’s software, product(s), and/or service(s) obtains a non-exclusive, non-transferable, and limited license (the “License”) for the time period which a client (“Client”) purchases use of Continuity product(s) and/or service(s) and is to use said product(s) and/or services(s) solely for its internal purposes. Continuity shall provide access to the Continuity product(s) and service(s) by means of a Client account (Client Account), which access shall be subject to these License Terms and Conditions.
1.1. Client shall not allow any third party, other than Client personnel, to implement, access, or use any of the Continuity product(s) or service(s). Notwithstanding any contrary provision of an agreement between Client and Continuity, Client shall not allow any contractor, agent, representative or affiliate of a competitor of Continuity to any access, or use the Continuity software, product(s), or service(s).
1.2. Without Continuity’s prior written consent, the Client is not entitled to copy, or in any way transfer or use, the software, product(s) or service(s) in any manner except as stated in these Terms and Conditions and by agreement between Client and Continuity. Client shall not, and shall ensure that Client, it’s personnel, contractors, or affiliates shall not, reverse engineer, decompile, translate or disassemble any portion of any of the product(s) or service(s) (including any object code or source code) or otherwise discover or duplicate any content, data, technology, routines, computer software, algorithms, methods or underlying ideas or design or user interface techniques included in any of the software (including any object code or source code).
1.3. Proprietary, confidential, and copyright notices, markings, and legends on or in any of the software or other materials, or computer media through which any of the software or other materials is accessible to the Client, or on or in any documentation, may not be removed, changed, or modified by Client in any way.
1.4. Other than to an applicable regulatory authority in connection with meeting United States federal regulatory requirements, the Client is not entitled to grant any sublicense, lease, export, lend or otherwise transfer, or permit any third party to use, access, implement, operate, modify or dispose of, any of the software or other product(s) or service(s) (whether directly or indirectly, and whether with compensation or free of charge).
1.5. Client shall protect the Client Account against access by any person(s) other than Client personnel. Client shall keep all passwords and usernames to the Client Account, as well as its operating systems (and passwords and usernames thereto), confidential and secure, and Client shall be solely responsible for any damage caused by unauthorized access to the Client Account or its operating systems. Client shall not share its passwords or usernames with any other persons, or otherwise provide access to the Client Account to any other person. Continuity is not liable for any Client data or other information or data of the Client obtained by unauthorized persons due to security breaches or Client’s acts or omissions, nor is Continuity liable for any damage or loss of Client data due to security breaches, virus attacks or Client’s acts or omissions. Client shall not undermine, damage or cause harm to the Continuity product(s) or service(s), the software, the Client Account, any other servers of Continuity, or any other Client of Continuity.
1.6. The applicable License shall include the license to use, access, display, run, or otherwise interact with upgrades and updates as delivered by Continuity.
1.7. Continuity reserves the right to block access to the Client Account to the extent that Continuity detects “distributed denial of service attacks”, or any other malicious attacks or security breaches, emanating from Client’s domain.
1.8. The License is a non-exclusive, non-transferable, limited license, and does not transfer or sell to the Client any ownership of, or rights including any intellectual property rights in, any of the software, product(s), service(s), and/or materials, and except to the limited extent of such License, Client has not and will not acquire hereunder or in connection herewith (and Client will not assert that it has acquired hereunder or in connection herewith) any right, title or interest of any kind in or to any of software, product(s), and/or service(s) provided by Continuity. The software, product(s), and/or service(s) furnished under any agreement between Client and Continuity are licensed, not sold, to Client. Continuity and its licensors reserve all rights in and to the software, product(s), and/or service(s) not expressly granted to Client under this License or their agreement with Continuity.
1.9. Continuity (or its applicable licensors) owns and shall continue to own the all components of the Continuity software, product(s), or service(s) and any other software or content developed by or for Continuity or Client or otherwise, and all applicable intellectual property rights inherent therein or appurtenant thereto, including without limitation all material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, made or discovered by the Client, solely or in collaboration with others, which relate in any manner to any Continuity product(s) or services(s) licensed by Client. For avoidance of doubt, Client shall continue to hold all right, title and interest to any data of Client’s business information or regarding Client’s customers, including such Client data contained within the Continuity product(s) or service(s).
1.10. Other than such customizations allowed by the regular functioning of the Continuity software, product(s), or service(s), the Client shall not have any right to improve, enhance or otherwise modify any of the software, product(s), or service(s), nor shall the Client have any right to request that Continuity, and Continuity shall not have any obligation to, develop, create or make any improvement, enhancement or other modification to any of the software, product(s), or service(s), except, in all such cases, by written agreement executed by the Continuity and the Client. If the Client is entitled to have any intellectual property rights in any of the software, product(s), or service(s), or any other derivative thereof (including without limitation any improvements or modifications thereof), the Client hereby assigns all such intellectual property rights, at no cost, to Continuity or its applicable licensors/designees/nominees (as directed by Continuity), and the Client shall, upon request from Continuity and without further consideration, execute, acknowledge, and deliver to Continuity or its applicable licensors/designees/nominees (as directed by Continuity), and cause its Client personnel to execute, acknowledge, and deliver to Continuity or its applicable licensors/designees/nominees (as directed by Continuity), all papers and instruments Continuity deems necessary or required to record or perfect Continuity’s or its applicable licensors’/designees’/nominees’ ownership of such intellectual property rights. Client further agrees that the Client’s obligation to execute or cause to be executed, when it is in the Client’s power to do so, any such instruments or papers shall continue after the termination/expiration of the License, and shall extend to Client personnel. Client agrees that if Continuity is unable because of the Client’s unavailability or dissolution, or for any other reason, to secure the Client’s signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering any of the software, product(s), or service(s) or any other inventions assigned to Continuity above, then Client hereby irrevocably designates and appoints Continuity and its duly authorized officers and agents as the Client’s agent, and attorney in fact, to act for and in Client’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by Client.
1.11. Continuity has the right in perpetuity to deal with any of the software, product(s), or service(s) in any way Continuity sees fit including using, licensing and/or assigning it to third parties. Except as specifically provided, Continuity does not grant any right or license whatsoever to Client to manufacture any software, product(s), or service(s) or to use any intellectual property rights which Continuity may have or may secure in the future relating to the software, product(s), or service(s).
1.12. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Client (with respect to Licensed Materials) hereby waives any rights to contest, releases any and all claims with respect to, ratifies and consents to any action by Continuity that would violate such Moral Rights in the absence of such waiver/release/ratification/consent. Client will confirm any such waiver, release, ratification or consent from time to time as reasonably requested by Continuity.