1. ACCESS AND RESTRICTIONS.
- 1.1 Access. Subject to Customer’s compliance with the terms and conditions of this Agreement, Customer has the right to access and use the Services during the term of the applicable Order Document for the purposes of its business operations. Customer is responsible for maintaining the security and confidentiality of its Services login credentials.
- 1.2 Restrictions. Customer will not (and will not allow any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for timesharing or Services bureau purposes or otherwise for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof, or (vi) use the Services to create any other product or Services. Customer will use the Services only in compliance with (i) the Order Document, (ii) the rights granted hereunder, and (iii) in accordance with all applicable laws and regulations. Customer will not post to the Services, or transmit via the Services, any content that is illegal, offensive, or infringes or violates or conflicts with the rights of any third party. Customer grants Zipi a right and license to use all Customer provided information and data as appropriate for Zipi to provide the Services.
- 1.3 Ownership. Except for the rights expressly granted under this Section 1, Zipi retains all right, title, and interest in and to the Services (and all data, software, products, and other intellectual property created, used, or provided by Zipi for the purposes of this Agreement). To the extent Customer provides Zipi with any feedback relating to the Services (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Customer grants Zipi an irrevocable, perpetual, transferrable, sublicensable, royalty-free, full paid-up right and license to use, reproduce, display, perform, modify, creative derivatives of, distribute, and otherwise fully exploit for any purpose all Feedback.