PLEASE PRINT AND RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS
You are referred to hereafter as the “Company.” VIQ and Company are sometimes referred to individually as a “Party” and collectively as the “Parties.”
In consideration of the mutual covenants stated below, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:
In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall have the meanings set forth below:
“Authorized User(s)” is an identified individual who is authorized and licensed to access and use the Hosted Software.
Subject to the terms and conditions of the Agreement, VIQ hereby grants Company, a revocable, non-exclusive, non-transferable, limited right to allow remotely, via the Internet: (A) its Authorized Users access and use the Hosted Software; provided such access and use is: (i) in a manner commensurate with the intended use of the Hosted Software (as prescribed by the Agreement and the Documentation) and (ii) solely for Company’s internal business purposes and/or to provide transcription services to its customers; and (B) employees and contractors of a customer to access the Hosted Software solely for the purpose of receiving transcription services from the Company.
VIQ or its licensors retains all right, title and interest in and to the Hosted Software and Documentation, and any derivative works thereof, including, but not limited to, all patent, copyright, trade secret, trademark and other intellectual property rights associated therewith. Without limiting the generality of the foregoing, Company will not itself, directly or indirectly, and will not permit Authorized Users to, (i) access the Hosted Software with software or means other than as described in this Agreement; (ii) modify, port, translate, or create derivative works of the Hosted Software or Documentation (iii) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, or algorithms of the Hosted Software by any means (except to the extent permitted by mandatory laws) (iv) sell, lease, license, sublicense, copy, assign, transfer, share, market, distribute, or grant access to or use of the Hosted Software or Documentation, except as expressly permitted in this Agreement; (v) remove any proprietary notices, labels or marks from the Hosted Software or Documentation; or (vi) release to a third party the
results of any benchmark testing of the Hosted Software. In no event shall anything in this Agreement or in VIQ’s conduct or course of dealing convey any license, by implication, estoppel or otherwise, under any patent, copyright, trademark or other intellectual property right not explicitly licensed. All rights not expressly granted to Company under this Agreement are reserved by VIQ and/or its licensors.
Company shall promptly notify VIQ upon learning of any actual or suspected unauthorized possession or use of any Hosted Software supplied under this Agreement.
5.2 (“Term”).
(a) is in response to a valid order of a court or other governmental body, provided, however, that the responding Party shall first have given notice to the other Party hereto and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued; (b) is otherwise required by law; or (c) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.
event such equitable relief is granted in the United States, they will not object to courts in other jurisdictions granting provisional remedies enforcing such United States judgments.