CyanGate LLC hereby grants to you a non-transferable and non-exclusive license to access and use OneTeg during the Subscription Term solely for your internal business purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, use as a service bureau, or otherwise use OneTeg for a third party’s benefit, or commercially exploit or make available to any third party OneTeg; (ii) modify or make derivative works based upon OneTeg; (iii) reverse engineer or decompile OneTeg; (iv) interfere with in any manner OneTeg; or (v) violate applicable local, state, federal and foreign laws and regulations.
You acknowledge that OneTeg, and the copyright, patent, trade secret, and all other intellectual property rights contained within OneTeg, are proprietary to, and a valuable trade secret of, CYANGATE LLC and its licensors and will remain the property of CYANGATE LLC and its licensors. Nothing in this Agreement should be construed as transferring any aspects of such rights to you or any third party. All rights not expressly granted to you are retained by CYANGATE LLC
You shall treat OneTeg in the strictest confidence. You agree that any information about OneTeg, its design and performance specifications, or its code is CYANGATE LLC’s Confidential Information.
You, not CYANGATE LLC, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Your data or information input into OneTeg (“Your Data”), and CYANGATE LLC shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data, except to the extent caused by CYANGATE LLC’s gross negligence or intentional misconduct.
We strive to keep Your Content secure but cannot guarantee that we will be successful at doing so, given the nature of the Internet. Accordingly, except for claims arising out of CYANGATE LLC’s negligence or willful misconduct, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of Your Content and Applications. We strongly encourage you, where available and appropriate, to (a) use technology and processes to protect Your Content from unauthorized access, (b) routinely archive Your Content, and (c) keep your applications or any software that you use or run with our Services current with the latest security patches or updates. We will have no liability to you for any unauthorized access or use, corruption, deletion, destruction, or loss of any of Your Content or Applications, except with respect to claims arising out of our negligence or willful misconduct.
You are responsible for all activity occurring under its user accounts and shall abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with its use of OneTeg. You shall: use commercially reasonable efforts to prevent unauthorized access to, or use of, OneTeg, and will notify CYANGATE LLC promptly of any such unauthorized use of any password or account or any other known or suspected breach of security. You will not use its access to OneTeg to (a) access or copy any data or information of other users without their consent; (b) harvest, collect, gather or assemble information or data regarding other users without their consent; (c) knowingly interfere with or disrupt the integrity or performance of OneTeg or the data contained therein, or (d) harass or interfere with another user’s use and enjoyment of the Services.
Some states do not allow the exclusion or limitation of incidental or consequential damages or the exclusion of implied warranties or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you.
This agreement shall be governed by the laws of the State of Ohio. The parties irrevocably and unconditionally agree to waive trial by jury in any action, proceeding, or counterclaim, arising out of or relating to this Agreement.