DEEPHOW TECHNOLOGY EVALUATION TERMS AND CONDITIONS
These Technology Evaluation Terms and Conditions (these “Evaluation Terms”) govern your (“you” or “Customer”) use of the online services of DeepHow (“DeepHow,” and together with Customer, the “Parties”) described herein on an evaluation basis.
1. Services.
DeepHow will provide the hosted services to Customer as described in the New Customer Service Level Agreement Order Form (“Order Form,” and together with these Evaluation Terms, this “Agreement”) between the parties (the “Services”) for Customer’s evaluation purposes as described in Section 3.1 below. Customer acknowledges and agrees that DeepHow’s performance hereunder depends on Customer timely cooperating with DeepHow relating to the Services and providing such materials and information as DeepHow may reasonably request to carry out the Services.
2. Term and Termination.
This Agreement commences on the Effective Date and continues for the period stated in the Order Form, unless this Agreement is earlier terminated in accordance with this Section 2 (the “Term”). Either Party may terminate this Agreement effective upon thirty (30) days’ prior written notice. Sections 2 through 10 (inclusive) of this Agreement will survive the expiration or termination of this Agreement.
3. Intellectual Property.
3.1 License to Customer; Restrictions. Subject to the terms and conditions of this Agreement, DeepHow hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Services, and the software and documentation provided by DeepHow for use with the Services, solely for Customer to internally evaluate the usability, desirability and functionality of the Services and the compatibility of the Services with Customer’s applications and operations environment. Customer will not, and will not permit any third party to: (i) use the Services except as expressly permitted in this paragraph; (ii) decompile, disassemble, or reverse engineer the Services (unless this restriction is not permitted under applicable law); (iii) modify or create any derivative work of any part of the Services; (iv) permit any third parties to use the Services; (v) market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan the Service, or use the Services for time-sharing or service bureau use; or (vi) remove any proprietary notices contained in the Services.
3.2 License to DeepHow. Subject to the terms and conditions of this Agreement, Customer hereby grants to DeepHow a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, modify and make
derivative works of any data, information or other materials provided by or on behalf of Customer to DeepHow (including through the Services) (“Customer Data”) in order to provide, maintain and improve the Services for Customer, and, solely in anonymous, de-identified form, to improve DeepHow’s technology, products and services.
3.3 Ownership. As between Customer and DeepHow, Customer will retain all right, title and interest, including all intellectual property rights, in and to the Customer Data and Customer’s systems. As between Customer and DeepHow, DeepHow does and will own all right, title and interest in and to the Services and DeepHow’s software, technology, and other materials, and any changes, corrections,
improvements, bug fixes, enhancements, updates and other modifications and derivative works thereof and thereto, including those derived from, or made using, Customer Data while providing the Services, and all intellectual property rights therein and thereto (collectively, the “DeepHow Property”), and as between the Parties all such rights will solely and exclusively vest in and be assigned to DeepHow. Nothing in this Agreement will confer on Customer any right of ownership or interest in the DeepHow Property.
3.4 Feedback. During the course of DeepHow providing the Services to Customer, Customer may submit comments or ideas about the Service (“Feedback”). Notwithstanding anything in this Agreement to the contrary, DeepHow is free to use Feedback for its business purposes, including to improve its technology, products and services. All Feedback is DeepHow’s sole and exclusive property and Confidential Information.