Verify Appendix F

APPENDIX F: UNIFYED SINGLE SIGN-ON LICENSE TERM

  1. Unifyed SSO is subject to the restricted license below and can only be used in and for Member’s internal business operations. Member is not permitted to modify the Unifyed SSO application and/or software.
  2. During the Term, Member is hereby granted a limited, non-exclusive, non-transferable, non-reproducible, non-redistributable, worldwide right to use the Unifyed SSO Software as a Service and to grant access to, and use of, Unifyed SSO to Member’s authorized users. Subject to the limited rights expressly granted, all right, title, and interest in and to Unifyed SSO, including all related Intellectual Property Rights is hereby reserved by the third-party provider of Unifyed SSO. No rights are granted to Member other than as expressly set forth herein. Member acknowledges that title to the Unifyed SSO software does not pass to Member. Member shall not (i) modify, copy, or create derivative works based on Unifyed SSO (ii) reverse engineer Unifyed SSO; or (iii) access Unifyed SSO in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of Unifyed SSO. Member shall use Unifyed SSO solely for its own non-commercial internal administrative activities and shall not: (i) knowingly license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make Unifyed SSO available to any third-party, other than to Client’s authorized users; (ii) knowingly send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) knowingly send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy rights; (iv) knowingly send or store malicious code; (v) knowingly interfere with or disrupt the integrity or performance of Unifyed SSO or the data contained in it; or (vi) attempt to gain unauthorized access to Unifyed SSO. Member agrees that its purchase of Unifyed SSO is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Unifyed SSO or its third-party technology provider with respect to future functionality or features. Unifyed SSO will be hosted and managed by Unifyed SSO and/or Unifyed SSO’s designated third-party hosting provider.
  3. Member shall include and shall not alter or remove the copyright and any other proprietary notices or legends on all copies (in whatever form) of the Unifyed SSO software.
  4. Member may create Enhancements to the SSO Asset for its internal use only and in connection with the Services. Member shall be permitted to upload, download, use and exchange Enhancements created by Member or by other Clients of the SSO Asset. Member shall also be permitted to share the source code associated with Enhancements, collaborate on the development of Enhancements, and otherwise share ideas regarding the SSO Asset with other Clients of the SSO Asset.
  5. Member hereby (i) agrees to upload to the SSO Community Development Center (“CDC”) all Member Assets created by Member within thirty (30) days of production release by Member of the Member Asset; (ii) grants an irrevocable, perpetual and unlimited license to SSO to access, use, and modify any Member Asset created by Member, subject to the requirement to maintain Client’s copyright notice thereof; and (iii) shall not disclose or distribute to any third party or any Member, except through the SSO CDC, Member Asset.
  6. Member shall not (i) transfer, lease, license, sublicense, sell, assign or otherwise dispose of the SSO Asset or any Enhancements; (ii) other than in connection with Client’s use of the SSO asset as permitted by this License for its internal use, adapt, modify, decompile, disassemble, reverse engineer the SSO Asset, or translate or create any derivative works based on the SSO Asset; and (iii) make any copies of the SSO Asset.
  7. The Unifyed SSO software shall operate in all material respects as described in the applicable program documentation. Member must notify Unifyed SSO of any Unifyed SSO program warranty deficiency. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT’S EXCLUSIVE REMEDY FOR A BREACH OF WARRANTY SHALL BE CORRECTION OF THE PROGRAM ERROR(S). Unifyed SSO AND ITS THIRD-PARTY TECHNLOGY PARTNER SHALL NOT BE LIABLE TO Member FOR ANY DAMAGE, DEFECTS, USAGE INTERRUPTIONS, VULNERABILITIES, AND/OR COMPLIANCE ISSUES WITH RESPECT TO ANY OTHER THIRD-PARTY SOFTWARE AND/OR RE-LICENSED SOFTWARE Member USES IN CONJUNCTION WITH Unifyed SSO APPLICATION.
  8. Unifyed SSO AND ITS THIRD-PARTY TECHNLOGY PARTNER SHALL HAVE NO LIABILITY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL, ARISING FROM THE USE OF THE Unifyed SSO SOFTWARE AND/OR APPLICATION.
  9. At the termination of the Agreement, Member shall be responsible for paying applicable Fees; (ii) terminate all end user access to the Unifyed SSO software and/or application; (iii) return the Unifyed SSO confidential information, and certify in writing its return of same and that it has not retained any copies thereof.
  10. Unifyed SSO and its third-party technology partner are hereby designated a third party beneficiaries of this end user license agreement.
  11. Member may not permit agents or contractors to use the programs on its behalf for the purposes set forth in the end user license agreement unless and until written authorization from Unifyed SSO is obtained. Thereafter, Member is responsible for such agents’ and contractors’ compliance with the end user license agreement in such use.