A. User Data
The User retains all right, title and interest (including, but not limited to, Intellectual Property Rights) in and to the Documents, any reports generated by the Application based on the Documents (“Reports”), and the User’s Confidential Information. For purposes of this Agreement, Intellectual Property Rights means all rights with respect to trademarks, service marks, trade dress, logos, copyrights, rights of authorship and patents; all database rights, moral rights, inventions, rights of inventorship, rights of publicity and privacy, trade secrets, know-how, and rights under unfair competition and unfair trade practices laws; all other worldwide intellectual and industrial property rights related thereto; and all applications, registrations, derivative works or renewals relating to any of the foregoing.
B. Kira Technology
Kira Systems retains all right, title and interest (including, but not limited to, Intellectual Property Rights) in and to the Services, the Application, including all of the software, code, interfaces, processes, images, graphics, text or other materials contained therein, and other technology used by Kira Systems in providing the Services (the “Kira Technology”), Kira Systems’ Confidential Information, any documentation made available to User by Kira Systems for use with the Services, the collective ideas, know-how, inventions, methods, or techniques developed or conceived as a result of providing the Services hereunder, including any derivative works, improvements, enhancements and/or extensions made to the Services and any information reflecting the access or use of the Application by or on behalf of Customer or any User, including but not limited to visit-, session-, impression-, click through- or click stream-data and any statistical or other analysis, information or data based on or derived from any of the foregoing (“Usage Data”). Any modifications to the Services, including in response to the User’s paid for customization request, will be the sole property of Kira Systems. During the term of this Agreement and in accordance with this Agreement, Kira Systems grants to the User a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable worldwide license to permit Users to access and use the Application solely for the User’s internal business purposes.
C. User Responsibilities
The User will limit access to the Services to its personnel who have a need to use the Services in the normal course of their duties. The User shall not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Application; (ii) copy, modify or create derivative works based on the Application; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer User’s rights to use the Application; (iv) use the Application for timesharing or service bureau purposes; (v) use the Application to develop any similar or competitive service; (vi) use the Services or any Documents or Reports in violation of any applicable laws or third party rights; (iii) introduce any viruses, worms, malware or other destructive code into the Application; (viii) bypass any measures Kira Systems uses to restrict access to the Application, (ix) remove or modify any proprietary marking or restrictive legends placed on the Application, or (x) use the Services to store or transmit malicious code, or to transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights. User represents, warrants and covenants on behalf of itself and its Users that it: (i) has all necessary rights to use the Documents in connection with the Application without violating any fiduciary duty, duty of confidentiality, contractual obligation or applicable laws; (ii) will not use, or permit the use of, the Services, the Documents or the Reports for illegal, fraudulent, or unethical purposes or otherwise in a manner that could give rise to civil or criminal liability; and will not interfere with or impede the ability of others to use the Services. User shall ensure that it and its Users comply with the provisions of the Agreement applicable to use of the Services and shall be liable for any and all use of and access to the Application by any Users.