RAMS SaaS Agreement
Last updated: 13 September 2019
1.1. Subject to Client’s compliance with this Agreement, Emergo grants to Client a non-exclusive, non-transferable account license to access and use the RAMS Service in accordance with the terms and conditions herein (the “License”).
1.2. Client may use the License solely for its internal business operations and only for the intended purposes of the RAMS Service as described on the RAMS Website. Under its License, Client may add one more of its employees as individual secondary users (the “Authorized Users”).
- Confidentiality and Proprietary Rights
2.1 The parties acknowledge that by reason of their relationship under this Agreement, they may receive or have access to (such party being a “Recipient”) certain information and materials concerning the other party’s (such party being a “Discloser”) business, technology, and/or products (including the RAMS Service) that is confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”). Except as provided herein, the Recipient agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information, except as needed to provide the RAMS Service under this Agreement, and will protect the confidentiality of such information with the same degree of care which it uses to protect its own confidential information, using no less than a reasonable degree of care. Such use and non-disclosure obligations shall not apply to information which (1) was already rightfully known to Recipient prior to the Discloser disclosing it; (2) is in or has entered the public domain through no breach of this Agreement or other wrongful act of Recipient; (3) has been rightfully received from a third party not under obligation of confidentiality; (4) has been approved for release by Discloser’s written authorization; (5) is required to be disclosed by law; or (f) was independently developed by Recipient, as evidenced by documentation, without reference to or reliance on Discloser’s Confidential Information. Upon the written request of Discloser, Recipient shall promptly destroy all documents and information, however recorded, which contain Discloser’s Confidential Information; provided that Recipient shall be permitted to maintain one copy in an encrypted archived computer system backup that was made in accordance with its corporate business continuity or disaster recovery procedures.
2.2 Client owns all rights, title, and interest (including intellectual property) in and to the data that Client or its Authorized Users submit and upload into the RAMS Service, which may include information about Client’s products and business affairs (the “Client Content”). Except as expressly permitted herein, Emergo agrees that it will not use any Client Content in any way for its own account or the account of any third party, nor disclose Client Content to any third party. Except as expressly stated herein, this Agreement does not grant Emergo any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect to any intellectual property of Client. Emergo may share Client Content with its Personnel, provided that any such individuals are bound by confidentiality obligations at least as restrictive as those herein (“Personnel” means, as to either party, the employees and contractors of that party or its affiliates).
2.3 Emergo, its affiliates, and/or their licensors own all rights, title, worldwide intellectual and industrial property rights (including patents, copyright, supplementary protection certificates, rights in know-how, trademarks, designs, models, design rights, rights to prevent passing off or unfair competition, together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions) in and to the RAMS Service and all computer code, operating instructions, graphics, designs, pictures, logos, information, materials, text, reports, guides, charts, white papers, overviews, video and audio presentations, slides, templates, calculators, apps, and other content on the RAMS Website, whether in written, graphical, or other form, including their design and arrangement (collectively, the “Emergo Content”). Client agrees that it will not use Emergo Content in any way for its own account or the account of any third party, nor disclose any Emergo Content to any third party. Except as expressly stated herein, this Agreement does not grant Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect to any intellectual property of Emergo, its affiliates, and/or their licensors.
2.5 By using the RAMS Service and submitting or uploading the Client Content to the RAMS Website, Client hereby grants to Emergo and its affiliates a limited, non-exclusive, worldwide, fully-paid, royalty-free, perpetual, right and license to use the Client Content for the purpose of offering additional services or products to Client from Emergo or its affiliates, preparing analyses of such data in an aggregate manner (together with data from other users of the RAMS Service) that does not identify Client, and publishing, displaying, creating derivative works from, incorporating into other works, and distributing such analyses. Client further consents that Emergo and its affiliates may review the RAMS Service account, including the Client Content therein, for the purpose of monitoring Client’s and Authorized Users’ usage of the RAMS Service and developing improvements or corrections to the RAMS Service
2.6 The RAMS Service is not intended as the primary storage for Client Content, and Client is responsible for independently maintaining copies of any Client Content it uploads to the RAMS Service. Emergo uses commercially reasonable measures to protect the security of Client Content; however, Emergo cannot guarantee that unauthorized parties will never be able to overcome its security measures. Client waives any claims against Emergo related to the use of the RAMS Service by Authorized Users or anybody else to whom Client or its agents provided credentials, or to any breach, deletion, or corruption of Client Content that occurs despite Emergo’s use of commercially reasonable measures to protect the security of such data. No data or content transmitted over Emergo’s networks, the internet, or wirelessly, or through or in connection with the RAMS Service is guaranteed to be secure or free from unauthorized intrusion, and data stored by Emergo or its service providers may be deleted, modified, or damaged. If Client wishes to protect the transmission of data or files to Emergo, it is Client’s responsibility to use a secure encrypted connection to communicate with and use the Site.