|
User who is replacing a former Authorized User who has terminated employment or otherwise changed job status or function and no longer uses the
<br />Service and Platform. Client is solely responsible for all access to and use of the Service and Platform by its Authorized Users and all access to and
<br />use of the Service and Platform through any Authorized User's account.
<br />2.4. Client Responsibilities. Client shall (a) be responsible for Authorized Users' acts and omissions, (b) be responsible for providing,
<br />establishing, and maintaining Internet connection, mobile device service, and any other necessary equipment, Infrastructure, and services required
<br />to use the Services and Platform, (c) prevent unauthorized access to or use of the Services or Platform, and notify Visual Labs promptly of any such
<br />unauthorized access or use, (d) use, train Authorized Users to use, and ensure that Authorized Users use, the Services and Platform only in accordance
<br />with this Agreement, the Documentation and In compliance with all applicable laws and regulations, (e) reasonably cooperate with Visual Labs as
<br />necessary for Visual Labs to perform its obligations under this Agreement, and (f) be responsible for all Client Content and any use of Client Content
<br />by Client, Authorized Users, and any other party. Client agrees to comply with all relevant applicable laws, rules and regulations. Client represents
<br />and warrants that It has the right, and has obtained all necessary consents and authorizations, Including any consents and authorizations required
<br />under any privacy or data security laws or regulations, to provide and disclose information to Visual Labs In connection with this Agreement.
<br />2.5. Restrictions, Client shall not (and shall not permit any Authorized User to) (a) make the Services or Platform available to any third party
<br />other than Authorized Users, (b) resell, lease, distribute, transfer or otherwise make available the Services or Platform on a time-sharing or service
<br />bureau basis, (c) make Client Content available to any third party other than Authorized Users, Client administrators, Client faculty (if any), law
<br />enforcement, and government and regulatory officials who need to know such information for security, civil investigative, or judicial purposes, (d)
<br />use the Services or Platform to promote any unlicensed, unfair, or illegal activities or for deceptive or illegal purposes, (e) use the Services or Platform
<br />to store or transmit malicious code, (f) use or access the Services or Platform In any way that harms, potentially harms, or otherwise threatens the
<br />reputation, integrity, performance, or availability of Visual Labs, any Visual Labs client, the Services or Platform, (g) attempt to gain unauthorized
<br />access to the Services, Platform, other clients' content, or data stored or processed therein, (h) decompile, disassemble, or reverse engineer the
<br />Services or Platform, in whole or in part, (1) use the Service or Platform for any purposes other than the purpose specifically permitted In this
<br />Agreement, or 0) use or access the Services or Platform to create (or have created) a competing or similar service. Visual Labs may restrict or prohibit
<br />use or access to the Services and Platform or delete specific Client Content if Visual Labs suspects such use or access Is In breach of this Agreement,
<br />does not comply with the Documentation, or is otherwise objectionable or threatens the reputation of visual Labs, any Visual Labs client, the Services,
<br />or Platform.
<br />3. CLIENT CONTENT AND PROPRIETARY ITEMS
<br />3.1. Client Content.
<br />a) Cilent acknowledges that all Client Content is the sole responsibility of the Client. Client, and not Visual Labs, is entirely responsible
<br />for all Client Content that Client records, uploads, accesses, stores, streams, displays, or transmits through the Platform.
<br />b) Client acknowledges that Client Content that is more than six (b) months old, may be stored In an archival location and may only be
<br />available for access by Client upon two (2) business days' written notice to Visual Labs.
<br />c) Visual Labs reserves the right to take appropriate action against Client, if Client (in Visual Labs' sole judgment) violates this Agreement
<br />or violates the rights of, harms, threatens the safety of, or creates liability for, Visual Labs or any other person. Such actions may
<br />Include removing Cilent Content, suspending Client's access to the Platform and Service, terminating Clients account, and/or reporting
<br />Client to law enforcement authorities. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to
<br />protect Visual Labs' business and customers, Visual Labs may access and disclose any Information Visual Labs considers necessary or
<br />appropriate, including Clients usernames and passwords, IP address and traffic information, usage history, and Client Content, subject
<br />to all appropriate privacy laws. Client hereby provides its Irrevocable consent to such disclosure.
<br />d) Client grants Visual Labs a fully paid, royalty -free, worldwide, non-exclusive and fully sublicensable right and license during the
<br />Subscription Term to use, reproduce, modify, adapt, perform, and display Client Content (in whole or In part) for the purposes of
<br />providing, maintaining, and supporting the Services and Platform in accordance with this Agreement.
<br />e) Client grants Visual Labs a fully paid, royalty -free, worldwide, non-exclusive and fully sublicensable, perpetual and irrevocable right
<br />and license to use, reproduce, modify, adapt, perform, create derivative works of and display operational data (e.g. how many hours
<br />the Application has been used, when the Application has been used, where the Application has been used) and disclose and share
<br />such operational data with third parties In an anonymous and aggregate form at Its discretion.
<br />3.2. Enhancements. Upon mutual written agreement of the parties, Visual Labs will provide enhancements to the Proprietary Items as maybe
<br />requested by Client. Fees for any such enhancements will be determined by mutual agreement of the parties.
<br />3.3. Title and ownership. All right, title, and interest in and to the Client Content (including all related patent, copyright, trademark, trade
<br />secret, Intellectual property and other ownership rights) are and will remain the sole and exclusive property of Client. All right, title, and interest In
<br />Page 2
<br />
|