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<br /> AlertSense AlertSense, Inc.
<br /> Master Service Agreement (MSA)
<br /> 11.2. Copyrights and Trademarks. The Parties shall retain ownership of any elements of text,graphics,photos,
<br /> designs,trademarks,or other artwork it provides for utilization in the provision of services. The Parties
<br /> assert that each element provided is owned by the respective Party or that Party has permission from
<br /> the rightful owner to use each of these elements,and will hold harmless,protect,indemnify and defend
<br /> the other Party in its use of such element.
<br /> 11.3. The AlertSense Solution. The AlertSense Solution including all technology,any documentation,reference
<br /> material, sample/test programs, and any updates or improvements thereto, are and shall remain
<br /> exclusive property of AlertSense whether or not incorporated into or with other technology. AlertSense
<br /> shall retain ownership of all copyrights, patents, trademarks, trade secrets, and other intellectual
<br /> property rights relating to or residing in the AlertSense Solution and any updates or improvements
<br /> thereto, and Client shall have no right,title,or interest in or to the same other than the Subscription to
<br /> use of the AlertSense Solution,including any documentation,reference material,sample/test programs,
<br /> as granted in this Agreement and any related agreement or addendum. Nothing in this Agreement will
<br /> be deemed to grant, by implication,estoppel,or otherwise, a license under any of AlertSense's existing
<br /> or future rights in or to the AlertSense Solution and any updates or improvements thereto.
<br /> 11.4. Restrictions. Except as exclusively provided otherwise herein, Client shall not itself and shall not allow
<br /> any third party to(i)decompile,disassemble,or otherwise reverse engineer or attempt to reconstructor
<br /> discover any source code or underlying ideas,algorithms,file formats or programming or interoperability
<br /> interfaces of the AlertSense Solution or any portion thereof or of any files contained in or generated using
<br /> the AlertSense Solution by any means whatsoever, (ii) remove any product identification, copyright or
<br /> other notices or(iii) except as specified or permitted in the applicable user documentation provided by
<br /> AlertSense; modify the AlertSense Solution or incorporate the AlertSense Solution into or with other
<br /> software not specified in this Agreement.
<br /> 12. GENERAL.
<br /> 12.1. Assignments.The Agreement and all rights and obligations hereunder are not assignable or transferable
<br /> by Client without the prior written consent of AlertSense and any attempt to do so shall be void;provided,
<br /> however, that a party may assign or transfer the Agreement and all rights and obligations hereunder,
<br /> without the prior written consent of the other party, to any third party that acquires a majority of the
<br /> voting power of such party or all or substantially all of the assets of such party.
<br /> 12.2. Force Majeure. Neither Party will be in default or otherwise liable for any delay in or failure of its
<br /> performance under this Agreement(other than the payment of amounts owed) if such delay or failure
<br /> arises by any reason beyond its reasonable control, including: Any act of God, or any acts of war,
<br /> terrorism, the elements, earthquakes, floods, fires, epidemics, riots, or failures or delays in
<br /> communications,Governmental restrictions,failure of public utilities or common carriers,failure of third
<br /> party providers or sabotage.The Parties will promptly inform and consult with each other as to any of
<br /> the above causes, which in their judgment may or could be the cause of a substantial delay in the
<br /> performance of this Agreement.
<br /> 12.3. Governing Law/Venue. This Agreement will be interpreted, construed and enforced in all respects in
<br /> accordance with the laws of the State of Washington without reference to its choice of law rules. The
<br /> sole jurisdiction and venue for actions related to the subject matter of this agreement shall be the state
<br /> and US federal courts having within their jurisdiction the location of AlertSense's then-current principal
<br /> place of business.
<br /> 12.4. Notices. All notices and consents required or permitted under this Agreement must be in writing; must
<br /> be personally delivered or sent by registered or certified mail(postage prepaid),by overnight courier,or
<br /> by facsimile(receipt confirmed),in each case to the appropriate party at the address set forth below,and
<br /> will be effective upon receipt. Each party may change its address for receipt of notices by giving notice
<br /> of the new address to the other party.
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