|
Page 5 of 11 WA City of Everett – LC-10003706 2023-08-16 9.10_LD
<br />2. RIGHTS; RESTRICTIONS ON USE; OWNERSHIP
<br />a. Usage Rights. Your rights with respect to your (and to the extent applicable your Authorized Users’) access to and use of the
<br />applicable Content and Services is set forth in Section B.II: License Terms (Product Specific Terms).
<br />b. Restrictions. You agree to the following restrictions in connection with your access to and use of the Content and Services:
<br />i. You may not copy, distribute or make derivative works based upon the Content or Services in any medium, except to the
<br />extent expressly permitted in the Agreement. Without limiting the foregoing, except to the extent expressly permitted in
<br />the Agreement, you may not copy or retain copies of the Content, or any portions thereof, on any computer or storage
<br />device or media including for the purpose of creating or maintaining one or more databases of that Content for use in
<br />substitution for subsequent access to the Content, nor will you authorize or permit any user of the Services to do so.
<br />ii. You may not distribute or otherwise make available any Content to Google or its affiliates, either directly or indirectly.
<br />iii. Except to the extent expressly permitted in the Agreement, you may not exploit the goodwill of EagleView, including its
<br />trademarks, service marks, or logos, without the express written consent of EagleView.
<br />iv. You may not remove, omit, alter or obscure copyright or other notices or legends (including confidentiality markings)
<br />contained on or included in the Content or Services and you will reproduce all such information on all copies made
<br />hereunder. You will keep the Content and EagleView Software free of all claims, liens and encumbrances.
<br />v. You may not offer any part of the Content or Services for commercial resale or commercial redistribution in any medium.
<br />vi. You may not, and will not enable others to decompile, reverse engineer, disassemble, attempt to derive the source code
<br />of, decrypt, modify, create derivative works of, or tamper with or disable any security or monitoring features within the
<br />Services. Any attempt to do so is a violation of the rights of EagleView and its licensors.
<br />vii. To the extent any of the Content or Services are provided to you online, you may not access such Content or Services (or
<br />both) via mechanical, programmatic, robotic, scripted or any other automated means. Unless otherwise agreed by
<br />EagleView in writing, use of such Content and Services is permitted only via manually conducted, discrete, human-
<br />initiated individual search and retrieval activities.
<br />viii. Except to the extent expressly permitted in the Agreement, you may not make the Content or Services available to any
<br />other party.
<br />ix. To the extent EagleView Credentials are assigned to you or any of your Eligible Users in connection with the Agreement,
<br />such EagleView Credentials shall only be used by the person or entity to whom they were originally assigned and may
<br />not be shared with, or used by, any other person, including other Eligible Users. You will use reasonable commercial
<br />efforts to prevent unauthorized use of the EagleView Credentials assigned to you or any of your Eligible Users and will
<br />promptly deactivate any EagleView Credentials you suspect are lost, stolen, compromised, or misused.
<br />c. Reservation. All right, title, and interest (including all patents, copyrights, trademarks, trade secrets, and other intellectual
<br />property rights) in the Content and the Services, and any written materials that accompany the Services, in any media or form,
<br />are and will remain in EagleView or its third party suppliers (as applicable). Neither you nor any users of the Content or the
<br />Services acquire any proprietary interest in the Content, the Services, or any copies thereof, except the limited use rights
<br />expressly granted under the Agreement. EagleView reserves all rights not expressly granted to you in the Agreement. You
<br />will not assert any right, title or interest in any of the Content or Services provided to you under the Agreement, except for
<br />the express license granted to you under the Agreement.
<br />d. Updates. Except to the extent expressly provided to the contrary in the Agreement, the Content, the Services, and the features
<br />and functionality within the Services may be enhanced, added to, withdrawn, or otherwise changed by EagleView without
<br />notice.
<br />3. CONFIDENTIALITY. The Content, EagleView Software and Documentation consist of commercially valuable, proprietary
<br />products owned by EagleView, the design and development of which reflect an investment of considerable time, effort, and money.
<br />The parties agree that the Content, EagleView Software, Documentation, and the terms and conditions of the Agreement
<br />(“Confidential Information”) are (and are treated by EagleView as) confidential and contain valuable trade secrets and confidential
<br />commercial information (including financial information) of EagleView. You agree that you will not disclose, provide a copy of,
<br />or disseminate the Confidential Information (other than as expressly permitted in Section B.II: License Terms (Product Specific
<br />Terms) of the Agreement) or any part thereof to any person in any manner or for any purpose inconsistent with the licenses granted
<br />to you pursuant to the Agreement. You agree to use your best efforts to assure that your personnel, and any others afforded access
<br />to the Confidential Information, protect the Confidential Information against unauthorized use, disclosure, copying, and
<br />dissemination, and that access to the Confidential Information and each part thereof will be strictly limited. You agree that you
<br />will use the Confidential Information solely as expressly permitted in Section B.II: License Terms (Product Specific Terms) of the
<br />Agreement and for no other purpose. To the extent you are required to disclose the Confidential Information (or any part thereof)
|