| Both sides previous revisionPrevious revision | |
| ascender:eula [2022/07/19 19:53] – emoreno | ascender:eula [2022/07/21 13:06] (current) – emoreno |
|---|
| - The LEA agrees that I am an authorized delegate of the LEA (hereinafter, in addition to all other users on behalf of the LEA, the "authorized delegate(s)") allowed to access, use, and disclose the LEA Data (defined below) in connection with the Software. The LEA also agrees that any Software, data and any other information concerning ASCENDER sent from the TCC or ESC 20, to my LEA will be accessible only by such authorized delegates, except that the Software may be accessed by certain LEA employees as stated below. | - The LEA agrees that I am an authorized delegate of the LEA (hereinafter, in addition to all other users on behalf of the LEA, the "authorized delegate(s)") allowed to access, use, and disclose the LEA Data (defined below) in connection with the Software. The LEA also agrees that any Software, data and any other information concerning ASCENDER sent from the TCC or ESC 20, to my LEA will be accessible only by such authorized delegates, except that the Software may be accessed by certain LEA employees as stated below. |
| - TCC grants the LEA a non-sublicensable, non-exclusive, and non-transferable limited license to use and access the Software through its authorized delegates and employees. The LEA shall not copy, modify, publish, release, lend, sell, rent or otherwise disclose the Software to any third party or give third party access to the Software without the express prior written consent of the TCC and solely in accordance with __Section 5.6__ of the TCC Software License Standards and Provisions accepted by the LEA. The LEA shall notify TCC immediately of any unauthorized use or disclosure of the Software. The LEA grants TCC a non-exclusive, limited license to use, store, and access data inputted by or on behalf of the LEA (collectively, the "LEA Data") in connection with the Software's purposes and functionality. | - TCC grants the LEA a non-sublicensable, non-exclusive, and non-transferable limited license to use and access the Software through its authorized delegates and employees. The LEA shall not copy, modify, publish, release, lend, sell, rent or otherwise disclose the Software to any third party or give third party access to the Software without the express prior written consent of the TCC and solely in accordance with __Section 5.6__ of the TCC Software License Standards and Provisions accepted by the LEA. The LEA shall notify TCC immediately of any unauthorized use or disclosure of the Software. The LEA grants TCC a non-exclusive, limited license to use, store, and access data inputted by or on behalf of the LEA (collectively, the "LEA Data") in connection with the Software's purposes and functionality. |
| - **Security**. To the extent that the LEA is given access to the Software, it will comply with any system security policies (as may be revised from time to time in TCC's or ESC 20's discretion) and will not tamper with, compromise, or circumvent any security or audit measures employed for the software. The LEA will exercise reasonable care in using the software, not surrender possession of the software to any third party, use the software solely to perform the applicable duties, and return the software to the TCC promptly upon request. The LEA assumes all risks arising from or relating to the use of the Software. **TO THE EXTENT ALLOWED BY LAW, THE LEA SHALL INDEMNIFY AND HOLD THE TCC AND ESC 20 HARMLESS FROM AND AGAINST ALL CLAIMS, CAUSES OF ACTION, LIABILITIES, DAMAGES, AND OTHER LOSSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, EXPERT FEES, AND EXPENSES (COLLECTIVELY, "CLAIMS"), ARISING FROM OR RELATING TO THE LEA'S USE OF THE SOFTWARE.** | - **Security**. To the extent that the LEA is given access to the Software, it will comply with any system security policies (as may be revised from time to time in TCC's or ESC 20's discretion) and will not tamper with, compromise, or circumvent any security or audit measures employed for the Software. The LEA will exercise reasonable care in using the Software, not surrender possession of the Software to any third party, use the Software solely to perform the applicable duties, and return the Software to the TCC promptly upon request. The LEA assumes all risks arising from or relating to the use of the Software. **TO THE EXTENT ALLOWED BY LAW, THE LEA SHALL INDEMNIFY AND HOLD THE TCC AND ESC 20 HARMLESS FROM AND AGAINST ALL CLAIMS, CAUSES OF ACTION, LIABILITIES, DAMAGES, AND OTHER LOSSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, EXPERT FEES, AND EXPENSES (COLLECTIVELY, "CLAIMS"), ARISING FROM OR RELATING TO THE LEA'S USE OF THE SOFTWARE.** |
| - **Restrictions**. The LEA agrees that it will not: (i) disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Software; (ii) modify, adapt, create derivative works based upon, or translate the Software; (iii) resell for profit, distribute, or otherwise grant any rights in the Software to any other party; or (iv) authorize or permit anyone to access the Software other than an authorized delegate. | - **Restrictions**. The LEA agrees that it will not: (i) disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the Software; (ii) modify, adapt, create derivative works based upon, or translate the Software; (iii) resell for profit, distribute, or otherwise grant any rights in the Software to any other party; or (iv) authorize or permit anyone to access the Software other than an authorized delegate. |
| - TCC is the sole owner of, and shall retain the entire rights to, all intellectual property related to the Software, including without limitation any copyrights, trademarks, trade secrets, patents, and any other proprietary rights. Without limiting the generality of the foregoing, all right, title, and interest in the Software, and all updates, upgrades, enhancements, customizations, derivative works, and modifications thereto (collectively, the "Modifications"), and in any ideas, know-how, and programs developed by the TCC are its exclusive property. Unless transferred by TCC (which it may do in its sole and absolute discretion, in whole or in part), title and ownership rights to the Software and all Modifications (including all copies thereof) shall at all times remain exclusively with TCC. TCC also retains title to and all intellectual property rights in the Software and Modifications, including any implied rights. TCC expressly does not grant the LEA any rights whatsoever in the Software source code or otherwise beyond the rights specifically stated herein. | - TCC is the sole owner of, and shall retain the entire rights to, all intellectual property related to the Software, including without limitation any copyrights, trademarks, trade secrets, patents, and any other proprietary rights. Without limiting the generality of the foregoing, all right, title, and interest in the Software, and all updates, upgrades, enhancements, customizations, derivative works, and modifications thereto (collectively, the "Modifications"), and in any ideas, know-how, and programs developed by the TCC are its exclusive property. Unless transferred by TCC (which it may do in its sole and absolute discretion, in whole or in part), title and ownership rights to the Software and all Modifications (including all copies thereof) shall at all times remain exclusively with TCC. TCC also retains title to and all intellectual property rights in the Software and Modifications, including any implied rights. TCC expressly does not grant the LEA any rights whatsoever in the Software source code or otherwise beyond the rights specifically stated herein. |
