Provision of Access
EvonSys hereby grants PeopleSocial customers a non-exclusive, non-transferable right to access and use the platform during the subscription term, solely by Authorized Users, for customers’ internal use and in accordance with the End User License Agreement (EULA). EvonSys shall provide customers with the necessary passwords and network links or connections to allow customers to access PeopleSocial. EvonSys may in its sole discretion, modify, enhance or otherwise change the platform from time to time in its sole discretion; provided, that such changes will not materially limit or adversely affect the platform as provided to the customers.
Use Restrictions
Customer shall not, directly or indirectly: (i) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to or attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform or any software, Documentation or data underlying or related to the platform (“Software”); (ii) copy, modify, translate, or create derivative works of the Platform or Software, in whole or in part; (iii) use or access the Platform or Software for timesharing or service bureau purposes or for any purpose other than for the internal benefit of Customer as set forth in this Agreement; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Software to any third-party; (v) remove any product identification, proprietary, copyright or other notices from the Platform or Software; (v) use the platform or software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable laws or regulations; (vi) use the platform in a manner designed to circumvent any security or usage limitations imposed by an integrated platform; or (vii) permit any third party to do any of the foregoing. Customer will use commercially reasonable efforts to prevent any unauthorized use of the platform or the software and will promptly notify EvonSys of any unauthorized use that comes to customer’s attention and provide all reasonable cooperation to prevent and terminate such use.
Reservation of Rights
Except for the limited rights expressly granted under EULA, nothing in the agreement grants, by implication, waiver, estoppel, or otherwise, to a customer or any third party any intellectual property rights or other right, title, or interest in or to the EvonSys IP. As between the Parties, EvonSys retains all rights, title, and interest in and to the EvonSys IP.
Suspension
Not with standing anything to the contrary in the EULA, EvonSys may temporarily suspend customer’s and any Authorized User’s access to any portion or all of the platform if: (i) EvonSys reasonably determines that (A) there is a threat or attack on any of the EvonSys IP; (B) Customer’s or any Authorized User’s use of the EvonSys IP disrupts or poses a security risk to the EvonSys IP or to any other customer or vendor of EvonSys; (C) Customer, or any Authorized User, is using the EvonSys IP for fraudulent or illegal activities; (D) subject to applicable law, customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) EvonSys’s provision of the Platform to Customer or any Authorized User is prohibited by applicable law or (ii) in accordance with Section 5(a)(iii) (any such suspension described in sub-clause (i), or (ii) of this Section, a “Service Suspension”). EvonSys shall use commercially reasonable efforts to provide prior notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Service Suspension. EvonSys shall use commercially reasonable efforts to resume providing access to the Platform as soon as possible after the event giving rise to the Service Suspension is cured. EvonSys will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
Integration with Third-party or Social Media Platforms
PeopleSocial integrates with various third-party social media platforms (the integrated platforms). Customer acknowledges that the integrated platforms’ own terms of service, developer policies, and community guidelines (collectively, integrated platform terms) apply to any content published through PeopleSocial. EvonSys is not liable for any changes, feature removals, API modifications, platform restrictions, or account suspensions imposed by an integrated platform. Posts initiated through PeopleSocial must comply with the rules, regulations, and community standards of the specific integrated platform on which they will be published. By using PeopleSocial, customer agrees to be bound by the applicable integrated platform terms in addition to the EULA and may only use the platform so long as customer remains in compliance with such Integrated Platform Terms. Customer acknowledges and agrees that the functionality of the platform is dependent on the availability and functionality of integrated platforms, including related APIs, SDKs and similar integration technologies, and EvonSys is not responsible for the behavior or functionality to the extent resulting from performance degradations, changes or other factors related to the integrated platforms. EvonSys may modify, limit or discontinue integrated platform integrations due to platform changes within the integrated platforms.
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