InfoEd Global grants Subscriber a non-exclusive, non-transferable, subscription to (1) access and utilize InfoEd’s SPINPlus service and documentation solely for its internal operations at its places of operation, and (2) copy any documentation for archival or backup purposes only, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all such copies shall be subject to the terms of the Agreement.
Except as explicitly provided herein, Subscriber shall not: (1) make access available, nor distribute all or part of the documentation to any third party by assignment, sublicense or by any other means; (2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the software or documentation; or (3) use the software to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any way allow third party access to the software.
3. Propriety Rights
Subscriber acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of InfoEd Global, and nothing in this Agreement should be construed as transferring any aspects of such rights to subscriber or any third party.
“Confidential Information”, shall mean the Software, Documentation, Specification, and terms and conditions of this Agreement. Subscriber acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation or other entity, other than Subscriber’s employees with a need to know such Confidential Information to perform employment responsibilities consistent with Subscriber’s rights under this Agreement, unless disclosure is required by law. Subscriber shall safeguard and protect the Confidential Information from theft, piracy or unauthorized access in a manner at least consistent with the protections Subscriber uses to protect its most confidential information. Subscriber shall inform its employees of their obligations under this Agreement, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by InfoEd Global, to prevent any unauthorized disclosure, copying or use of the Confidential Information. Subscriber acknowledges and agrees that in the event of the Subscriber’s breach of this Agreement, InfoEd Global will suffer irreparable injuries not compensated by money damages and therefore shall not have adequate remedy at law. Accordingly, InfoEd Global shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy InfoEd Global may have.
SPINPlus is a prepaid subscription that renews annually and will continue pending the timely payment of the annual subscription price. InfoEd Global reserves the right to adjust the annual subscription fee and such increases will not exceed 7% in any one year.
6. Term and Termination
The Agreement automatically renews annually, as long as the Subscriber continues to make its annual upfront payments on a timely basis. The Subscriber can terminate this service agreement at any time with a thirty (30) day written notice to InfoEd Global, however, there are no full or partial refunds for the unused portions of the subscription.