GENERAL TERMS AND CONDITIONS FOR VITALYST ADAPTIVE LEARNING FOR MICROSOFT 365 SERVICES
PLEASE READ THIS PROGRAM SERVICES AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING, OR USING THE ADAPTIVE LEARNING FOR MICROSOFT 365 SERVICES OFFERED TO YOU BY VITALYST, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT DOWNLOAD, INSTALL AND/OR USE THE ADAPTIVE LEARNING SERVICES. YOU HEREBY AGREE TO THE USE OF ELECTRONIC COMMUNICATION TO ENTER INTO BINDING CONTRACTS. TO THE EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER THE LAWS OR REGULATONS OF ANY JURISDUCTION WHICH REQUIRES AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS.
Client will maintain appropriate data security measures, and implement security policies and practices, as necessary to protect Client PII in a manner consistent with the requirements of all state and federal laws and regulations which apply to Client. Client will implement practices and policies designed to limit the provision of Client PII to Vitalyst to those instances where such Client PII is necessary for the effective provision of Support Services from Vitalyst and, in such instances, Client shall ensure that the Client PII is transmitted or made available in a form or manner which complies with all applicable laws and regulations
Intellectual Property Rights. Each party shall own all rights in and to: (i) its proprietary intellectual property which it developed or otherwise owned prior to the execution of this Agreement; (ii) any proprietary intellectual property which it develops independently of the Support Services and Deliverables provided hereunder; and (iii) its proprietary data. Client agrees that, except for proprietary information rightfully owned by a third party, Vitalyst shall own all rights in and to any methodologies, deliverables, work product and other intellectual property (“Company Information”) created or provided by Vitalyst in the course of, or in connection with, the delivery of Support Services under this Agreement.
License Granted to Client. Company Information which provided by Vitalyst as a deliverable for Client’s use as part of the Support Services provided hereunder shall be referred to as a “Deliverable”. Vitalyst grants Client a non-exclusive, non-transferable license to allow use of each Deliverable by employees, Affiliates and Authorized Agents (defined below) of Client solely in support of Client’s (or, where applicable, its Affiliates’) internal business operations. This license is perpetual, except that third-party owned Deliverables or portions thereof are licensed for use for the Term hereof. Client, its employees, Affiliates and Authorized Agents are prohibited from: (i) distributing or disclosing any Deliverable to any third party or using any Deliverable to provide services to, or for the benefit of, a third party; or (ii) using or relying upon a Deliverable to develop any service or product similar to those then offered by Vitalyst. All rights not expressly granted herein are reserved by Vitalyst.