Agmt13 PublicStuff, Inc. - Laserfiche WebLink

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. � --rr�.�.� I..�_ .._.._.... Taxes'7. CLIENT is responsible for paying all Taxes associated with Your purchases hereunder. If PublicStufF has the legal obligation to pay or collect Taxes for which the CLIENT is responsble under this paragraph,the appropriate amount shall be invoiced to and paid by CLIENT, unless the CLIENT provides PublicStuff with a valid tax exemption certificate authorized by the appropriate taxing authority.For clarity, PublicStuif is solely responsible for taxes assessable against it based on PublicStuff income, property and employees. 7. PROPRIETARY RIGHTS 7.1.Reservation of Rights.Subject to the limited rights expressly granted hereunder,PublicStuff reserve all rights,ti�e and interest in and to the Services,including all related intellectual property rights. No rights are granted to CLIENT hereunder other than as e�ryressly set forth herein. 7.2.Restrtctions.CLIENT shall not(i)permit any third party to access the Seroices except as pertnitted herein, (ii) create derivate works based on the Servioes, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or othervvise for Your own intemal business purposes, (iv) reverse enginee�the Seroices, or(v) access the Services in order to (a) build a competitive produd or service,or(b)copy any features,functions or graphics of the Services. T.3. Ownershtp of CUENT Data.As between Publicstuff and the CLIENT, CLIENT exclusively own all rights,title and interest in and to all of the data that is generated by CLIENT. T.4. Suggestions. We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by CLIENT,including Users, relating to the operation of the Servioes. 8. CONFIDENTIALITY 8.1. Deflnition of Confldential Information. As used herein, "Confidentlal InfoRnation" means all co�'idential information disclosed by a party("CLIENT7 to the other party("PublicStufP'),whether orally or in writing,that is designated as confidential or that reasonably shauld be understood to be confiderrtial given the nature of the ir�fortnation and the ciroumstances of disclosure. Your CoM'idential Information shall include Your Data; Our Confidential Information shall include the Services; and Corifidential Infartnation of esch party shall include business and marketing plans, technotogy and technical iMormation, produd plans and designs, and business processes disclosed by such party. However, Canfidential Infortnation (other than Your Data) shall not include any infortnation that (i) is or becomes generafly known to the public without breach of any obligation owed to the CLIENT, (ii) was known to PublicStuff prior to its disclosure by the CLIENT without breach of any obligation owed to the CLIENT,(iii) is received from a third party without breach of any obligation owed to the CLIENT, or (iv) was independently developed by PublicStuff. 8.2. Protection of Confidential lnformation.Except as otherwise permitted in writing by the CLIENT, (i) PubficStuff shall use the same degres of care that R uses to proted the confiderrtiality of its own cvnhdential i�omtation of tike kind(but in no event less than reasonable care)not to disclose or use any ConfideMial Information of the CLIENT for any purpose outside the scope of this Agreemerrt, and (ii) PublicStuff shall limit access to ConfideMial information of the CUENT to those of its employees, contractors and agents who need such access for purposes consistent with this Agreerr�eM and who have signed confidentiality agreements with PublicStuff containing protectians no less stringent than those herein. 8.3. Protection of CUENT Data. Without timiting the above, PublicStuff shall mairrtain appropriate aclministrative, physical, and technical safeguards for protection af the security, confidentiality and integrity of CLIENT Data. ATfY/AGR/2012.205/PUBLiCSTUFF SUBSCRIP'I70N AGREEMENT REV:12-20-12 MLG Page 4 of 10