|
EXHIBIT "B"
<br />NextRequest Additional Terms and Conditions
<br />1. Security. The Service is hosted by third -party Service Providers pursuant to agreements between
<br />NextRequest and such Service Providers. The facilities used to store and process Customer Content use
<br />reasonable and appropriate measures designed to secure Customer Content against accidental or unlawful
<br />loss, access or disclosure.
<br />2. Intellectual Property and Licenses.
<br />2.1. Service. The Service is protected by copyright, trademark, trade secret, and other intellectual
<br />property laws of both the United States and foreign countries. Except for the express licenses granted in this
<br />Section 2.1, NextRequest reserves all rights in the Service. As between Customer and NextRequest,
<br />NextRequest retains all and exclusive rights, title, and interest in and to the Service, including all Intellectual
<br />Property in the Service and any software used to provide the Service to Customer. During the Term and
<br />conditioned upon Customer's compliance with all provisions of this Agreement, NextRequest hereby
<br />authorizes Customer to access and use the Service for purpose of accepting, responding to and managing
<br />public records requests and publishing responsive documents ("Purpose"), and grants to Customer a
<br />personal, limited, royalty -free, non-exclusive, non -assignable, non-sublicensable and non -transferable right
<br />and license to use the Service only for the Purpose. Customer and Customer's Users shall not:
<br />(a) copy, modify, translate or create derivative works or improvements of the Service; (b) rent, lease, lend,
<br />sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Service or any part or
<br />derivative thereof to any person; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise
<br />attempt to derive or gain access to the source code, underlying ideas, algorithms, structure or organization
<br />of the Service, in whole or in part; or (d) defeat, bypass, breach, deactivate, or otherwise circumvent any
<br />security device or protection used by the Service or access or use the Service other than through the use of
<br />its own then valid access credentials.
<br />2.2. Third -Party Software. Open source software licenses for components of the Service released
<br />under an open source license constitute separate written agreements. To the limited extent that the open
<br />source software licenses expressly supersede this Agreement, the open source licenses govern Customer's
<br />agreement with NextRequest for the use of the components of the Service released under an open source
<br />license. For the avoidance of doubt, the owners of the open source licenses do not have access to Customer
<br />Content or Requester Content.
<br />2.3. Customer Content. As between Customer and NextRequest, Customer retains ownership of
<br />all Intellectual Property in Customer Content. NextRequest and its Service Providers may access Customer
<br />Content only as necessary to comply with the law or an order of a governmental body, provided that
<br />NextRequest first obtains the prior written consent of Customer. Customer represents and warrants and
<br />undertakes that it has all necessary rights in the Customer Content to permit Customer's use of the Service
<br />and to grant the licenses contained in this Agreement without infringing the Intellectual Property rights of any
<br />third parties, violating any applicable laws, or violating the terms of any license or agreement to which it is
<br />bound.
<br />2.4. Requester Content. Customer retains ownership of all Intellectual Property in Requester Content.
<br />Customer grants to NextRequest a worldwide, non-exclusive, royalty -free, fully -paid, non-transferrable,
<br />irrevocable, perpetual, and non- sublicensable right to use Requester Content for the Purpose.
<br />REV: 09-25-2020 PR
<br />ATTY/AGR.2020.211/Next Request Co. (Public Records Act Request Automated System) (Page 15 of 23)
<br />
|