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<br />CRITICAL INSIGHT™ SERVICES AGREEMENT
<br />
<br />NOTICE TO CUSTOMER: THIS IS A LEGAL AGREEMENT BETWEEN CRITICAL INSIGHT, INC. D/B/A CRITICAL
<br />INSIGHT (“CI”) AND YOU, ON BEHALF OF YOURSELF AND AS AN AUTHORIZED REPRESENTATIVE OF YOUR
<br />EMPLOYER OR CUSTOMER ENTITY (YOU AND SUCH ENTITY, TOGETHER, “YOU”, “YOUR”, OR “CUSTOMER”).
<br />BY INSTALLING OR ACCESSING THE CI PRODUCTS, RECEIVING THE CI SERVICES, AND/OR USING THE CI
<br />PROGRAMS, YOU AGREE TO ALL THE TERMS OF THIS SERVICES AGREEMENT (THE “AGREEMENT”). AS USED
<br />IN THIS AGREEMENT, “CI PRODUCTS” MEANS COLLECTIVELY THE CRITICAL INSIGHT PROGRAMS,
<br />HARDWARE, MONITORING AND RESPONSE SERVICES, ACTION PLANS, REPORTS, GRAPHICS, PICTORAL
<br />AND FUNCTIONAL REPRESENTATIONS, SPREADSHEETS, PRESENTATIONS, ANALYSES, PROCESSES,
<br />METHODS, PROCEDURES, CONCEPTS, KNOW-HOW, TECHNIQUES, PRACTICES, ALL RELATED MANUALS
<br />AND DOCUMENTATION, AND MODIFICATIONS AND IMPROVEMENTS IN RESPECT TO ANY OF THE
<br />FOREGOING, PROVIDED, DELIVERED OR MADE AVAILABLE TO CUSTOMER BY CI OR, IF YOU PURCHASED
<br />THE CI PRODUCTS FROM A RESELLER, THE RESELLER AND MORE PARTICULARLY DESCRIBED IN
<br />MATERIALS PROVIDED BY RESELLER AND/OR ACCESSED BY LINKS INCLUDED IN SUCH MATERIALS. “CI
<br />PROGRAMS” MEANS THE CRITICAL INSIGHT MONITORING SOFTWARE PROGRAMS AND APPLICATIONS,
<br />DESIGNS, INVENTIONS, SOURCE CODE, OBJECT CODE, TOOLS, PATCHES, UPDATES AND NEW VERSIONS
<br />TO ANY OF THE FOREGOING, USER ID’S, USER INTERFACES, TOKENS, PASSWORDS AND PORTALS
<br />LICENSED TO CUSTOMER BY CI AS PART OF THE CI PRODUCTS, BUT EXCLUDES THIRD-PARTY SOFTWARE
<br />AND CUSTOM PROGRAMS, IF ANY, DEVELOPED BY CI OR RESELLER FOR CUSTOMER. “CI SERVICES” MEANS
<br />THE CONSULTING SERVICES DELIVERED TO CUSTOMER AND ANY OTHER PROFESSIONAL SERVICES THAT
<br />CI PROVIDES TO CUSTOMER AT CUSTOMER’S REQUEST. “CRITICAL INSIGHT SERVICES” MEANS THE CI
<br />PRODUCTS, THE CI PROGRAMS AND THE CI SERVICES TOGETHER. IF YOU DO NOT AGREE WITH ALL OF
<br />THESE TERMS, DO NOT USE, UNINSTALL AND PROMPTLY RETURN THE CI PRODUCTS TO CI (OR IF YOU
<br />PURCHASED SUCH PRODUCTS FROM A RESELLER, THE RESELLER FROM WHOM YOU PURCHASED THEM)
<br />AND, PROVIDED YOU HAVE NOT USED THE CI PRODUCTS OR RECEIVED ANY ELEMENT OR PART OF THE CI
<br />SERVICES, ANY FEES YOU HAVE PAID FOR THE CI PRODUCTS AND CI SERVICES WILL BE REFUNDED.
<br />Your privacy is important to CI. CI’s Privacy Policy located at https://criticalinsight.com/privacy-policy/ is hereby
<br />incorporated into this Agreement by reference. Please read our Privacy Policy carefully for information relating to CI’s
<br />collection, use, and disclosure of personal information.
<br />1. LICENSE. Subject to your full compliance with all the
<br />terms and restrictions set forth in this Agreement and
<br />payment of all applicable fees owed to CI, CI grants to
<br />Customer a nonexclusive, non-assignable, non-
<br />sublicensable, royalty-free, worldwide limited right to
<br />access and use the CI Programs solely for Customer’s
<br />internal business operations and subject to the terms of
<br />this Agreement. Only Customer’s authorized personnel
<br />may access and use the CI Programs, and Customer is
<br />solely responsible for compliance with this Agreement
<br />by users accessing the CI Programs with Customer’s
<br />credentials.
<br />2. EXCLUSIONS. Customer is solely responsible for
<br />any hardware, software and networking tools, devices
<br />and appliances that are not provided by CI pursuant to
<br />this Agreement. Customer’s responsibilities include,
<br />without limitation, Customer systems installation,
<br />maintenance and administrator activities, software and
<br />application licensing requirements, conditions and
<br />related financial commitments. Customer is solely
<br />responsible, at Customer’s expense, for establishing,
<br />maintaining, operating and regulating Customer’s
<br />access to the Internet, including without limitation, all
<br />computer hardware and software and properly
<br />configured and installed systems, browsers, modems,
<br />access lines and distributed networks, necessary to
<br />enable, maintain, monitor and control Customer’s
<br />Internet access.
<br />3. OWNERSHIP. Customer retains all ownership and
<br />intellectual property rights in and to all in-bound and out-
<br />bound Internet borne data hosted on Customer’s
<br />proprietary or cloud-based servers that is accessed and
<br />monitored by the CI Programs (collectively, “Customer
<br />Data”) and, subject to payment of any applicable fees
<br />owed to CI, any reports, assessments, or contracted
<br />“deliverables”, including any recommendations or
<br />conclusions included in such deliverables, prepared by
<br />CI for Customer as part of the CI Products or CI Services
<br />(together, “Reports”). CI irrevocably assigns and
<br />transfers to Customer all of its worldwide right and title
<br />to, and interest in, the Reports, including all associated
<br />copyright, patent, trade secret, trademark and any other
<br />intellectual property or proprietary rights ("Intellectual
<br />Property Rights"). Additionally, CI grants to Customer a
<br />non-exclusive, worldwide, royalty-free, irrevocable,
<br />perpetual, non-terminable, transferable, sublicensable
<br />license to all Intellectual Property Rights used in the
<br />creation of the Reports in order for Customer to exercise
<br />its rights in the Reports as contemplated by this
<br />Agreement. Without limiting the foregoing, (i) the
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