3.1 License Grant. Subject to the terms and conditions of this Agreement, VectorCare grants to Customer a non- exclusive, non-transferable (except as permitted under Section 13.8) license during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use VectorCare in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of VectorCare. Customer may permit Authorized Users to access and use the features and functions of VectorCare as contemplated by this Agreement.
(a) You will not, and will not permit any Authorized User or other party to: (a) allow any third party to access VectorCare, Licensed Material, or Documentation, except as expressly allowed in this Agreement; (b) modify, adapt, alter, or translate VectorCare, Licensed Material (except as expressly provided in this Agreement), or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer, or otherwise allow the use of VectorCare, Licensed Material, or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure, or organization) or nonpublic APIs of VectorCare, except as required by law; (e) interfere in any manner with the operation of VectorCare or the hardware and network used to operate VectorCare; (f) modify, copy, or make derivative works based on any part of VectorCare or Documentation except for permitted White Labeling or through permitted custom reporting in Insights™; (g) access or use VectorCare or Licensed Material to build a similar or competitive product or service; (h) attempt to access VectorCare through any unapproved interface; (i) use any manual or automated software, devices or other processes to “scrape” or download data from the Platform; (j) attempt to circumvent, manipulate, bypass, or otherwise alter the allocation of bids or tickets or any other aspect of the operation of the Services; or (k) otherwise use VectorCare, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement.
(b) You acknowledge and agree that VectorCare will not be used, and is not licensed for use, in connection with any emergency, medical-decision making, provision of medical care, time-critical, or mission-critical functions. You must not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of VectorCare or its licensors on the Licensed Material or any copies.
(c) The Services can be accessed from countries around the world but are only intended for use and access in the United States of America by those authorized to work within the United States of America. We make no representation that the Services are appropriate or available for use by individuals in other locations. Access or use of the Services from other countries is prohibited.
3.3 Ownership. As between the parties, the Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to VectorCare in this Agreement are reserved by Customer. As between the parties, VectorCare, Licensed Materials, Documentation, and Resultant Data, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of VectorCare and its suppliers. All rights in and to VectorCare, Licensed Materials, Documentation, and Resultant Data not expressly granted to Customer in this Agreement are reserved by VectorCare and its suppliers.
3.4 License to Licensed Material. Subject to the terms and conditions of this Agreement, VectorCare grants Customer a non-exclusive, non-transferable (except as permitted under Section 13.8), non-sublicensable, royalty-free, and fully-paid license to use Licensed Material solely for Customer’s internal business purposes and, where legally required (such as for the Census), to publicly display reports generated by the Services as reasonably necessary to fulfill its legal obligations.
3.5 License to Customer Data; Resultant Data. Customer grants VectorCare a non-exclusive, worldwide, non- transferable (except as permitted under Section 13.8), non-sublicensable (except to permitted subcontractors under Section 13.12), royalty-free, and fully paid license to (a) use the Customer trademarks, service marks, and logos as required to provide the Services; (b) to use, host, store, create derivative works from, communicate, distribute; and (c) analyze the Customer Content, combine Customer Content with other data, and create Resultant Data, including, without limitation, utilizing machine learning applications and other analytical methods. Customer acknowledges that the value of VectorCare to Customer and VectorCare’s ability to provide it in accordance with this Agreement are contingent on VectorCare’s ability to operate and improve VectorCare based on what it learns from the Resultant Data generated in the course of delivering VectorCare across all VectorCare customers and users.
3.6 Open Source. Certain items of software may be provided to Customer with VectorCare and certain Licensed Materials are subject to “open source” or “free software” licenses (“Open Source Material”). Some of the Open Source Material is owned by third parties. Open Source Materials are not subject to the terms and conditions of Sections 3.1 or 10. Instead, each item of Open Source Materials is licensed under the terms of the end-user license that accompanies such Open Source Materials. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end-user license for the Open Source Materials. If required by any license for particular Open Source Materials, VectorCare makes such Open Source Materials, and VectorCare’s modifications to that Open Source Materials, available by written request to VectorCare, Inc., 28 Liberty Ship Way, Suite 2812, Sausalito, CA 94965.
3.7 Third Party Products. Certain features and functionality of the Services may rely on third party data, software, or applications (“Third Party Products”). Third-Party Products may be subject to their own terms and conditions, which will be identified to the Customer in writing before they are incorporated into the Services. If Customer does not agree to abide by the applicable terms for any Third-Party Products, then Customer should not install or use the Third-Party Products or utilize any features or functionality of the Services that incorporate them.
3.8 Feedback. You hereby grant to VectorCare a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into any VectorCare products or services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer, including Authorized Users, relating to the Services. VectorCare will not identify an Authorized User or Customer as the source of any such feedback.