Hosted Software Terms
These Hosted Software Terms (these “Hosted Software Terms”) are made under and subject to all of the terms and conditions of the Master Services Agreement (the “Agreement”) between Claritype, Inc. (“Claritype”) and you (“Customer”) (each of Claritype and Customer, a “Party” and collectively, the “Parties”) to the extent that Hosted Software is designated to be made available to you on any applicable SOW or Order Forms. Any capitalized terms used herein but not defined have the meaning assigned to them in the Agreement.
License and Usage of Software
(a) Software License and Documentation Grant. Subject to Customer’s compliance with the terms and conditions of the Agreement, Claritype grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable right and license during the applicable license term set forth in the applicable Order Form to (i) install and operate the Hosted Software on the Authorized Equipment (as defined below) solely for the benefit of Customer’s internal use and (ii) make copies of the Documentation provided by Claritype, solely for use by Authorized Users in connection with the exercise of rights granted in this Section 1(a). Customer may make a single copy of the Hosted Software solely for non-production, back-up purposes. For the avoidance of doubt, Customer may not distribute the Documentation, or any portion thereof, to anyone other than Authorized Users.
(b) Authorized Users. Customer will not allow any Person other than Authorized Users to Use the Hosted Software. Customer may permit Authorized Users to Use the Software, provided that Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement and Customer is responsible for acts or omissions by Authorized Users in connection with their Use of the Software. Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords to Use the Hosted Software in accordance with customary security protocols, and will promptly notify Claritype if Customer knows or reasonably suspects that any user name and/or password has been compromised. Each account for the Hosted Software may only be used by the specific Authorized User for whom such account is created.
(c) Delivery. In accordance with the Order Form, Claritype will deliver to Customer the Hosted Software and the Documentation for use by Customer in exercising its rights under the licenses granted in Sections 1(a) , provided that any use of the Hosted Software will at all times remain subject to the limitations and restrictions set forth in this Agreement including the limitations and restrictions in Section 1(d) . The applicable Order Form will set forth when the delivery of the Hosted Software will be deemed complete.
(d) General Usage Restrictions. In addition to all other limitations and restrictions set forth in this Agreement:
(i) Customer agrees that Customer will not use the Hosted Software or Documentation for any purposes not directly authorized under this Agreement.
(ii) Without limiting the generality of the foregoing, Customer will not at any time and will not permit any Person (including Authorized Users) to, directly or indirectly: (i) authorize or permit use of the Hosted Software or Documentation by Persons other than Authorized Users, on equipment other than. Authorized Equipment, or otherwise in violation of the Agreement restrictions contained herein; (ii) market or distribute the Hosted Software or the Documentation; (iii) assign, sublicense, market, sell, lease, rent, distribute or otherwise transfer or convey, or pledge as security or otherwise encumber the Hosted Software or Documentation or its licensed rights thereto; (iv) use the Hosted Software in any time-sharing or service bureau arrangement or for monitoring or assessing the internal control systems of any third party including any use to provide services or process data for the benefit of, or on behalf of, any third party; (v) adapt, alter, modify, translate or create derivative works of the Hosted Software or Documentation; (vi) combine or integrate the Hosted Software with hardware, software or technology not provided or recommended in writing to Customer by Claritype; (vii) decompile, disassemble, reverse engineer or otherwise attempt to reconstruct, obtain or perceive the source code from which any component of the Hosted Software is compiled or interpreted; (viii) use the Hosted Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IPR or other right of any Person, or that violates any applicable law; (ix) interfere with, or disrupt the integrity or performance of, the Hosted Software, or any data or content contained therein or transmitted thereby; (x) access or search the Hosted Software (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Hosted Software features provided by Claritype for use expressly for such purposes; (xi) use the Hosted Software, Documentation or any other Confidential Information of Claritype for competitive analysis or benchmarking purposes, or to otherwise develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Hosted Software, Claritype Technology or the Professional Services; or (xii) copy the Hosted Software (except as expressly set forth above for back-up purposes). Customer hereby acknowledges that nothing in this Agreement will be construed to grant Customer any right to use or otherwise obtain access to, any source code from which any software component of the Hosted Software is compiled or interpreted.
(iii) Customer will duplicate all proprietary notices and legends of Claritype and its suppliers or licensors upon all copies of the Hosted Software and Documentation made by Customer. Customer will not remove, alter or obscure any such proprietary notice or legend.
(e) Minimum Technical Requirements. Customer will bear the sole responsibility for providing and maintaining the Authorized Equipment and any computer systems, networks, telecommunications systems, Internet access, third party services, equipment, hardware or any other materials or conditions required to meet the minimum technical requirements specified by Claritype in order to operate the Hosted Software on the Authorized Equipment. Claritype will have no liability under this Agreement for any damages arising, in whole or in part, from Customer’s non-compliance with the foregoing requirements of this Section 1(e) . “Authorized Equipment” means computer hardware equipment, conforming to specifications provided by Claritype, that (i) is owned or controlled by Customer and (ii) contains the Hosted Software.
(f) Maintenance and Support; Professional Services. Claritype agrees to maintain and support the functioning of the Hosted Software in accordance with the terms and conditions set forth in the Order Form, if any. Unless otherwise agreed between the Parties in an applicable Order Form that references Professional Services, Claritype will have no obligation to provide or perform any professional services including, those related to Customer’s Use of the Hosted Software including, installation, configuration or customization of the Hosted Software or training of Customer personnel regarding use of the Hosted Software.
U.S. GOVERNMENT END-USERS
Each of the components that constitute the Hosted Software and Documentation is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Hosted Software with only those rights set forth herein.