"Documentation" means any materials (including online materials) provided or made available to you by ITIS|APPS in connection with the Services. "Effective Date" means the effective date of Purchase Agreement as indicated thereon. "Purchase Agreement" means the order acknowledgement, invoice, purchase order, service contract, service description, statement of work or sales agreement provided to you by ITIS|APPS identifying services that are subject to the terms of this agreement. "Services" means the software, online services, or software-enabled services to be provided by ITIS|APPS to You pursuant to a Purchase Agreement.
License & Ownership Restrictions
Ownership of Intellectual Property Rights: All right, title and interest in the Services, including technology and trade secrets embodied therein and any custom developments created or provided in connection with or related to this AUP, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to ITIS|APPS or its licensors, and You shall have no rights whatsoever in any of the foregoing.
Nothing in this AUP or otherwise will be deemed to grant to you an ownership interest in the Services, in whole or in part. All content and materials included as part of the Services, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the "Materials") are the property of ITIS|APPS or its content suppliers and is protected by copyrights, trademarks, trade secrets, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed.
All Materials are copyrighted as individual works and as a collective work under the U.S. copyright laws (17 U.S.C. Section 101, et. seq.) and international treaty provisions, and ITIS|APPS owns a copyright in the selection, coordination, arrangement and enhancement thereof. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the materials, in whole or in part.
Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Materials, except as specifically permitted herein, is strictly prohibited. You understand and acknowledge that unauthorized disclosure, use or copying of the proprietary products and services provided pursuant to this AUP may cause ITIS|APPS and its licensors irreparable injury, which may not be remedied at law, and You agree that ITIS|APPS and its licensors' remedies for breach of this AUP may be in equity by way of injunctive or other equitable relief.
You represent and warrant that You have obtained all rights, permissions and consents necessary to use Your Data (including Your customer and other information) in conjunction with the Services, upload Your Data as part of the Services, and permit ITIS|APPS to exercise all of its rights under this Section. To the extent required for ITIS|APPS to provide or is otherwise provided as part of the functionality of the Services, You further grant to ITIS|APPS a license to store and process such Data as may be required by ITIS|APPS to provide the Services to You.
ITIS|APPS shall have the right to conduct and/or direct an independent accounting firm to conduct, during normal business hours, an appraisal of your appropriate records to verify that the Services are being used in accordance with the terms of this AUP.
You agree that the operation and availability of the systems used for accessing and interacting with the services, including, the public telephone, computer networks and the internet or to transmit information, whether or not supplied by you or ITIS|APPS, can be unpredictable and may, from time to time, interfere with or prevent the access to and/or the use or operation of the services. ITIS|APPS is not in any way responsible for any interference with or prevention of your access and/or use of the services.
You may not assign, sublicense, or otherwise transfer this AUP or the license granted to you herein, or any of your rights or obligations under this AUP, to any party without the prior written consent of ITIS|APPS.You agree that ITIS|APPS shall have the right to directly or indirectly sell, transfer, assign, or delegate in whole or in part this AUP, or any rights, duties, obligations or liabilities under this AUP, by operation of law or otherwise.
Confidential Information & Security
Where use of the Services is reliant on You and Your users accessing an "account" and/or inserting a "user-identification" and/or "password", You agree that You will be solely responsible for the user-ids and passwords that are provided to You and the users (as such passwords may be changed from time to time in accordance with features of the Services) to log-in to the password protected Services.
If non-authorized individuals have access to your systems or to your users' user-id and password, they may be able to use the Services. You and Your users shall keep any correspondence You receive relating to or through the use of the Services (including, but not limited to, Your user-id, passwords, and other registration or sign-in information) confidential and in a safe place and not disclose it to any third party. You will be responsible and liable for all communications and actions that take place through the use of Your user-ids, including without limitation, any actions that occur without Your authorization. Accordingly, it is your responsibility to take appropriate actions immediately if any password has been stolen, leaked, compromised or otherwise used without proper consent.
Any transmission of data over the Internet carries some risk. ITIS|APPS recommends that Customer transmit data to ITIS|APPS only via a secure connection, such as SSL protocol (Secure Socket Layer) or FTPS connection. Regardless of the means of transmission, Customer acknowledges and agrees that any data transmitted between Customer and ITIS|APPS will be at the Customer's own risk. Each party acknowledges that, from time to time, it may be exposed to certain information of the other party that the other party considers and treats as confidential and proprietary information and that is not generally known to the public ("Confidential Information"), including without limitation the Services.
The receiving party agrees that it will take appropriate steps to protect such Confidential Information from unauthorized disclosure, that it will not disclose such information to any third party except its independent contractors and agents who are under an obligation of confidentiality with a reasonable need to know, and that it will not use any Confidential Information (other than as authorized by this AUP) without the prior written consent of the disclosing party. The obligations with respect to Confidential Information shall continue for three (3) years from the date of initial disclosure under this AUP.
By submitting any ideas, comments, suggestions or other information: to a Chat Room; or to ITIS|APPS related to improvements to the Site and/or services related to the Site; (collectively, the "Feedback"), you agree that such Feedback shall be deemed, and shall remain, ITIS|APPS property.
None of the Feedback shall be subject to any obligation of confidentiality on ITIS|APPS part and ITIS|APPS shall not be liable for any use or disclosure of any Feedback. ITIS|APPS shall own all rights related to the Feedback (including without limitation intellectual property rights and moral rights) and shall be entitled to use of the Feedback without restriction for any purpose whatsoever, commercial or otherwise, without compensation to you.
You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to provide the proprietary rights to ITIS|APPS stated above.
Limitation of Liability
Except as otherwise expressly provided in this AUP: The services are provided "as-is" and, to the maximum extent permitted by applicable law, ITIS|APPS (including its affiliates and subsidiaries) and its directors, officers, licensors, subcontractors and agents (collectively, the " ITIS|APPS parties") disclaim all representations, warranties and conditions of any kind, express or implied, regarding the services, or otherwise relating to this AUP, including warranties and conditions of fitness for a particular purpose, merchantability, merchantable quality, non-infringement and accuracy.
Neither ITIS|APPS nor any ITIS|APPS party warrants that the software or services are or will be accurate, complete, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations.
You assume the entire cost of all necessary servicing, repair or correction of problems caused by viruses or other harmful components, unless such errors or viruses are the direct result of ITIS|APPS gross negligence or determined misconduct.
Each of ITIS|APPS and the ITIS|APPS parties disclaim and make no warranties or representations as to the accuracy, quality, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of the reports, data, results or other information obtained, generated or otherwise received by you from accessing and/or using the services or otherwise relating to this AUP, and use of the services is entirely at your own risk and ITIS|APPS and each of the ITIS|APPS parties shall have no liability or responsibility there for.