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CONFIDENTIALITY PROPRIETARY RIGHTS 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Although Osmos has no obligation to monitor Customer’s use of the Services, Osmos may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer hereby agrees to indemnify and hold harmless Osmos 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 Customer’s use of Services. OSMOS FINISH SOFTWAREAs defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” 2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Osmos’s standard policies that the Osmos may provide (the “Policy”) and all applicable laws and regulations. 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, 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. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Osmos hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. ![]() OSMOS FINISH CODERESTRICTIONS AND RESPONSIBILITIES 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 Services or any software, documentation or data related to the Services (“Software”) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Osmos or authorized within the Services) use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third or remove any proprietary notices or labels. OSMOS FINISH REGISTRATIONOsmos reserves the right to refuse registration of, or cancel passwords it deems inappropriate. OSMOS FINISH PASSWORDAs part of the registration process, Customer will identify an administrative user name and password for Customer’s Osmos account. SERVICES AND SUPPORT 1.1 Subject to the terms of this Agreement, Osmos will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms in Exhibit A. If Customer and Osmos execute a subsequent agreement regarding commercial use of the Services, its terms will supersede the terms here to the extent of any conflict. In that case each Customer consents to this Agreement by using the Services. OSMOS FINISH TRIALBy executing the initial Order Form or accessing the Services, Customer agrees to all the terms set forth below.In certain cases Osmos may provide a trial version of the Services. This Agreement is effective as of the date of Customer’s initial Order Form (the “Effective Date”). Between Osmos and each Customer the Agreement consists of these terms, each signed order form or online enrollment (including any notes, pricing or other terms listed therein) (the “Order Form”). (DBA Osmos) (“Osmos”), and the Customer listed above (“Customer”). ![]() This Master Subscription Agreement (“Agreement”) is made between 42Layers, Corp. ![]()
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