Fizz Protocol Terms of Use Agreement
Dated as of December 04, 2009
Fizz.coolfront.com (the "Site") is owned and operated by Profit Strategies, Inc. ("Profit Strategies", "we" or "us"), a New York corporation. By registering with the Site you are agreeing to comply with and be bound by the following terms of use (the "Terms of Use"). For purposes of these Terms of Use, "you" or "your" shall refer to the person, partnership, company or corporation that has subscribed to the Site. Please review these Terms of Use carefully. If you do not agree to the Terms of Use, you should not use or obtain services from the Site.
- Acceptance of Terms of Use and Termination. You agree to the terms and conditions outlined in this Terms of Use. We reserve the right to amend the Terms of Use, in our sole discretion at any time from time to time, without specific notice to you -- your continued use of the Site after we post any amendment to the Terms of Use constitutes your agreement thereto. The latest Terms of Use will be posted on the Site, and we encourage you to review the Terms of Use prior to using the Site. If you do not agree with the Terms of Use, your recourse is to cease use of the Site.
This Agreement concerns your access to and use of the following:
- PSI's Coolfront Mobile application and the Fizz protocol for integration with Coolfront Mobile.
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- Any related materials, technical tools or programs, documentation made available, and any error corrections, updates, or new releases that PSI elects, in its sole discretion, to make available (collectively the "Developer Materials").
- The Site and any software (exclusive of the Developer Materials), content, services, or applications accessible on or through the Site (collectively the "Services").
You may terminate your registration to the Site at any time by emailing such request to us at fizz@coolfront.com, in which case your registration will terminate without refund of any kind. We may terminate your registration to the Site at any time for any reason, in our sole discretion, without refund of any kind, by emailing you at the email address that you have provided in your registration information, in which case your registration will terminate immediately upon our sending the email to you at such email address.
Notwithstanding any termination of your registration, Sections 3, 7, 8, 9, 11, 12, 13, 14, 15, 18, 20 and 21 of the Terms of Use will remain in full force and effect.
- Registration. Upon registering with the Site, you agree to provide true, accurate and complete information regarding yourself in response to the registration questions, which will include your name, business address, email address, and such other information as we may request including credit card information or bank account information as set forth below (the "Registration Data"). You shall promptly update the Registration Data to ensure it is true, accurate and complete at all times. As well as other rights to terminate your subscription, in the event that your Registration Data is untrue, inaccurate, incomplete or not current, or we have a reasonable belief of such, we will have the right to suspend or terminate your registration. Upon registration, you will have to select a user-id and password by which you will be permitted to access your account. You (or your principal owner if you are an entity) represent and warrant to us that you have read and understand the Terms of Use and have the legal power and capacity to agree to the Terms of Use.
- Use of the Site. Your acceptance of the Terms of Use only permits you to use the Site and the Service for your own business use. You may not use the Site for any other commercial purpose and you may not authorize or permit any other person to use your account. You solely are responsible for any activity under your username. We will not be liable for any damages or losses resulting from an unauthorized use of your account. You may not use the Site in any manner that is inconsistent with any applicable federal, state or local laws, rules and regulations or for any unlawful purpose. You may not take any action to interfere with, interrupt or limit the use or functionality of the Site and may not use or send any "Trojan horse", spider, worm, other automatic device, or manual process to monitor, "mine," or copy the web pages on the Site or the content contained therein, and may not otherwise upload, use or otherwise transmit any code, content or other files that contain a virus or other similar component.
- Fees for Use of the Site. Registration to the Site is at no charge.
- Content and Rights to Remove Content. You are solely responsible for all information, text and other content that you post, publish and display at the Site and through your account, as well as for all email communications that you may have on the Site or otherwise through the use of your account ("Subscriber Content"). All Subscriber Content that you post, publish, display or distribute must comply with these Terms of Use and you are solely responsible and liable for all Subscriber Content and the consequences of the publication, display or distribution thereof. Without limiting any other terms in these Terms of Use, you must first obtain any rights necessary (including copyright rights) to post, publish, display or distribute any Subscriber Content, and, further, you agree to not publish, display or distribute any Content that (i) is obscene, indecent, pornographic, threatening, inaccurate, defamatory or otherwise is objectionable or could give rise to either civil or criminal liability, (ii) contains the social security number or credit card or bank account information of a third party, or (iii) infringes or could infringe on any copyright, trademark, publicity, privacy or other intellectual property right of a third party, unless you have the written consent of such third party to use the Subscriber Content in the manner in which you are posting, publishing, displaying or distributing it.
Subscriber Content and Registration Data (other than credit card or bank account information) may be transferred unencrypted over various networks in furtherance of providing the Service.
We reserve the right, but do not have the obligation, to monitor, edit, reject, refuse to post and/or remove Subscriber Content at any time without notice to you if we deem, in our sole discretion, that the Site Content violates these Terms of Service, violates or reasonably could violate applicable law, removal is necessary to protect the rights or safety of Profit Strategies or third parties or we otherwise believe that such is not consistent with the intent of the Site.
- Services at the Site. We reserve the right, in our sole discretion, to modify or cease operating the Site and/or any portion of the Service at any time or times. In our sole discretion, we may utilize a third party to host the Site (including Subscriber Content) and/or to provide or assist in providing the interactive voice recognition service or any other Service. Profit Strategies makes no guarantee or warranty regarding the use, quality or availability of the Site or any Service.
- License to Subscriber Content. You hereby grant, and you represent and warrant to Profit Strategies that you have the right to grant, to Profit Strategies and our Affiliate Parties (as defined in Section 14 below) and the users of the Site, an irrevocable, perpetual, non-exclusive, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, perform, display and distribute all Subscriber Content and to prepare derivative works of, or incorporate into other works, such Subscriber Content.
- Privacy. Profit Strategies values your privacy. You acknowledge that you have reviewed our Privacy Policy with respect to the Site and your Subscriber Content. The Privacy Policy is incorporated by reference into and is a part of these Terms of Use. The Privacy Policy can be reviewed and downloaded at http://www.coolfront.com/privacy-policy.html.
- Proprietary Rights. Subject to your rights in your Subscriber Content only, and the license granted in Section 7 above, the Site and all information, data and material published on the Site including, without limitation, text, videos, graphics, photographs, sounds and messages, and the configuration and arrangement and enhancement thereof (collectively "Site Content"), is owned by us or our licensors or other Affiliate Parties, and is protected by copyright, trademark, tradesecret, patent and other propriertary rights, including, without limitation, copyright laws of the United States of America. The copying, redistribution, use, modification, creation of derivative works or publication by you of any Site Content, except as permitted in Section 3, is strictly prohibited. All rights reserved.
All trademarks and service marks (including, without limitation, Coolfront Mobile, Profit Strategies and the Profit Strategies logo) appearing on this Site (the "Marks") are trademarks or service marks of Profit Strategies or their respective owners, and may not be copied, duplicated or used without the prior written consent of the owner.
- No License Granted. Except for your right to use the Site as set forth in these Terms of Use, neither Profit Strategies nor any other Affiliate Party is granting you a license or right to use, copy, display or distribute the Site, Site Content, the Marks or any other rights (including intellectual property) of Profit Strategies or an Affiliate Party.
- Links to Other Web Sites. The Site, Developer Materials, and/or Services may provide advertisements, information and other content of Profit Strategies and/or an affiliate, service provider or other third party as well as links away from the Site to content, functionality and sites of third parties including Web sites, servers, networks, information, applications, software or other services and products ("Third Party Content"). We are not responsible for any Third Party Content (including its accuracy, opinions expressed therein or the questions posed or use of the information garnered thereby) that you may access, and we do not investigate, monitor or check such content. You hereby irrevocably waive any direct or indirect claim against us relating to or resulting from your use or reliance on such Third Party Content. Inclusion at the Site of a link to Third Party Content does not imply our approval or endorsement of the linked Third Party Content. In the event that you proceed to Third Party Content, you are responsible for your communications and transactions with such third parties including with regard to delivery of and/or payment for goods and services.
- Communications from Profit Strategies. By registering as a subscriber of the Site, you acknowledge and agree that you may receive communications from Profit Strategies (including by email) including notices regarding the Site and promotional material regarding products or services of Profit Strategies. If you would like, at any time, to unsubscribe to our email list, please click the "Unsubscribe" link at the bottom of the email communication and you will be removed from that particular mailing list.
- Indemnification. You agree to indemnify and hold us and our Affiliated Parties and our and their officers, directors, agents and representatives harmless from and against any liability, loss, claim, cost and expense of any kind, including reasonable attorneys' fees, that we may incur in connection with or as a result of your use of the Site and any Services, violation of the Terms of Use or any of the acts or omissions of you or your employees, agents or representatives.
- Access to Site and Disclaimers. THE SITE AND ALL SERVICES AND SITE CONTENT ON, FROM OR THROUGH THE SITE IS PROVIDED "AS IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED BY US AND ANY OF OUR LICENSORS, AFFILIATES AND SERVICE PROVIDERS (TOGETHER, THE "AFFILIATED PARTIES") (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFECT, ACCURACY, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND WARRANTIES ARISING TRHOUGH COURSE OF DEALING OR USAGE OF TRADE, AND WARRANTIES THAT ACCESS TO THE SITE AND ANY SITE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE). THE SITE AND SITE CONTENT MAY CONTAIN BUGS, ERRORS OR OTHER LIMITATIONS. NO COMMUNICATIONS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR BY ANY OTHER MEANS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
- Limitation of Liability. NEITHER PROFIT STRATEGIES NOR ITS AFFILIATED PARTIES SHALL HAVE ANY LIABILITY FOR OR AS A RESULT OF YOUR USE OF THE SITE, ANY SITE CONTENT OR SERVICE. WITHOUT LIMITATION, IN NO EVENT WILL PROFIT STRATEGIES AND/OR ITS AFFILIATED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN ANY ELECTRONIC FILE OR OTHERWISE AT OR OBTAINED FROM THE SITE, IN ANY FORM, IS DISCLAIMED. THIS SITE AND THE INFORMATION AND SERVICES THEREON WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. FURTHER, AND WITHOUT LIMITATION OF THE FOREGOING, NEITHER US NOR ANY AFFILIATED PARTY IS LIABLE OR RESPONSIBLE FOR (I) ACTS OR OTHER CONDUCT OF THIRD PARTIES, OR (II) ANY VIRUS OR OTHER DISABLING FEATURE OR ACTION AFFECTING YOUR USE OR ACCESS TO THE SITE, OR (III) ANY UNAUTHORIZED USE OF YOUR ACCOUNT.
IN THE EVENT THAT ANY WARRANTY DISCLAIMER OR DISCLAIMER OF LIABILITY SHALL BE DEEMED TO BE UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF PROFIT STRATEGIES AND ITS AFFILIATED PARTIES FOR ALL CLAIMS SHALL NOT EXCEED THE SUM OF ONE HUNDRED DOLLARS ($100).
- Copyrights and Notice and Procedures for Infringement Claims. We respect the copyright and other intellectual property rights of others, and we ask you to do the same. If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please provide us with written notice with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the copyright interest owner; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Site; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our Copyright Agent for Notice of claims of copyright infringement on the Site is:
By mail:
Copyright Agent
C/O Profit Strategies, Inc.
153 Challenger Court, Suite 2
Columbus, Georgia 31904
By phone: (706) 571-3228
By e-mail: BrianH@ProfiStrategies.net
- Successors; non-transferable. This Terms of Use shall inure to the benefit of our successors and assigns. Your subscription and your right to use the Site is not assignable or transferable. Any password or right given to you to obtain information or use the Site is not assignable or transferable.
- Choice of Law and Venue for Dispute Resolution. The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without reference to any conflicts of law principles. Any cause of action by you with respect to the Site (and/or any information, products or services related thereto) or otherwise in connection with the Terms of Use (i) must be instituted within one (1) year after the cause of action arose or be forever waived and barred, (ii) shall be subject to the limitations set forth in these Terms of Use, and (iii) shall be brought solely in a State or Federal court located in the State of New York. You expressly submit to the exclusive jurisdiction of such courts and consent to extraterritorial service of process.
- Notices to Profit Strategies, Inc. Unless otherwise expressly set forth herein, you may notify us by email at support@coolfront.com, or by postal mail at 153 Challenger Court, Suite 2, Columbus, Georgia 31904, Attn: Brian Hirsch.
- Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
- Miscellaneous. The Terms of Use constitute the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings, with respect to the Site, the content, services provided by or through the Site, and the subject matter of this Terms of Use. Should any part of this Terms of Use be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Terms of Use, this Terms of Use shall take precedence. The language in this Terms of Use shall be interpreted as in accordance with its fair meaning and not strictly for or against us or you.
- Independent Contractors. Nothing herein shall be deemed to constitute PSI and You as partners, joint venturers, or principal and agent." Neither Party has any authority to represent the other Party as to any matters, except as expressly authorized in this Agreement." Further, You shall not mention PSI's brands or trade names in any way that implies formal endorsement or partnership between the Parties and shall instruct any third party it engages in any marketing endeavor of such restriction.
- Developer Materials License. Subject to your compliance with this Agreement, PSI hereby grants you a non-exclusive, non-transferable, royalty free license to copy and use the Developer Materials solely for the purpose of designing your products and/or services to share data with Coolfront Mobile exclusively by using the Fizz protocol (as so used, such products and services are hereafter "Developer Applications").
- Customer Relations. You, and not PSI, are responsible for providing all customer and technical support and maintenance for your products and services. You agree to use commercially reasonable measures to maintain the security of customer data, such as the names, addresses, URL's, or e-mail addresses of any PSI customers ("Customer Data"), collected in connection with any of your products or services offered. In order to comply with PSI's standard privacy practices, you agree to not market, sell, transfer or disclose any such Customer Data to any third parties, except as expressly permitted by the customer or except as otherwise provided by law.
- Restrictions. You may not: (1) use the Developer Materials or Services to design or develop anything other than Developer Applications; (2) make any more copies of the Developer Materials than are reasonably necessary for the authorized use and backup and archival purposes; (3) create any Developer Application using the Fizz protocol in conjunction with any other unauthorized specification, software code, data access, or other mechanism designed to interface or operate with Coolfront Mobile (4) modify, create derivative works of, reverse engineer, reverse compile, or disassemble the Developer Materials; (5) distribute, sell, lease, rent, lend, or sublicense any part of the Developer Materials or Services to any third party except as included within and necessary to distribute Developer Applications; (6) redistribute any component of the Developer Materials or Services. If your application causes undue technical stress to the Coolfront Mobile application, PSI reserves the right to suspend access to Coolfront Mobile indefinitely or until such stresses are remedied.
- Acceptable Use Policy. You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Content originated. This means that You, and not PSI, are entirely responsible for all Content that you upload or otherwise transmit via the Services. PSI does not control the Content uploaded or otherwise transmitted by you or other customers via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content.In this Policy, "Content" means information, data, text, software, music, sound, photographs, graphics, video, messages or other materials; and "Services" means the services and/or facilities that PSI provides to You.
- Other Conduct. You agree to not use the Developer Materials or Services to: (a) upload or otherwise transmit any Content or domain name that is unlawful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, any PSI representative, or misrepresent your affiliation with any person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services; (e) upload or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f) upload or otherwise transmit any Content or domain name that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person; (g) upload or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas of the Services that may be designated for such purpose; (h) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (i) interfere with or disrupt the Services or servers or networks connected to the Services; (j) violate any applicable law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission and any rules of any securities exchange, and laws regarding the export of technical data; (k) incite or provide instructional information about illegal activities; or (l) conduct raffles, contests, lotteries or sweepstakes, except in those areas of the Services that may be designated for such purpose.
These Terms of Service govern your use of the Fizz Developer Network (the "Site") and any software (exclusive of the Developer Materials), content, services, or applications accessible on or through the Site (the "Services").
- Registration and Fees. You must register to use the Site. You agree to (a) provide us with current, complete and accurate information as prompted by the registration form and (c) maintain and promptly update the Registration Data to keep it true, accurate, current and complete by going to fizz.coolfront.com.
- Reservation of Rights and Ownership. The Services are licensed, not sold, and PSI reserves all rights to the Services not expressly granted to You in these Terms of Service. The Services are protected by copyright, trade secret and other intellectual property laws. PSI owns the title, copyright, and other worldwide intellectual property rights in the Services and all copies of the Services.Help and Support. PSI may use a variety of methods (e.g., in-product, Internet (chat, email), fax and phone) to provide technical support and customer service in connection with the Services. The terms and conditions of this support are subject to change as announced by PSI from time to time. Consult the Fizz Developer Network web site for the most up-to-date information and any associated charges for support.
- Customer Relations. You and not PSI are responsible for providing all customer and technical support and maintenance for your products and services. The data that you are interacting with when you build an integration to Coolfront Mobile customer data belongs to the Coolfront Mobile customer. If you plan to send this data to any destination other than the Coolfront Mobile, you must inform your customers within the workflow of your application.
- Your Conduct on the Site. To the extent that portions of the Site provide you with an opportunity to post and/or exchange information, ideas, opinions, images, creative works, or any other material ("Posts"), the terms of "the Acceptable Use Policy" shall apply.
PSI generally welcomes links to the Site. You may establish a link to the Site, provided that the link does not state or imply that PSI sponsors or endorses any other web site, or presents PSI in a false, misleading, defamatory or derogatory manner. This permission to link to our Site does not permit you to use any PSI content, trademarks or logos, unless separately agreed.No use of "Coolfront Mobile," "Fizz," "Profit Strategies, Inc.," or "PSI" (or phonetic equivalents) is allowed in the name, name-phrase or other branding of the Products, in any domain name, email address, keyword or other Internet addressing signifier used to market or support the Products. You may make truthful, factual references to Coolfront Mobile in plain-text prose descriptions of Product features and benefits (including references to a Developer Application's interoperability with Coolfront Mobile software).Advertising Restrictions
If you want to include any references to Coolfront Mobile or any PSI products or brand names in the advertising or promotion of your Developer
Applications, you must comply with the PSI provided Advertising Restrictions. The restrictions include but are not limited to advertising displays,
advertising and marketing copy, web or print based materials, search engine marketing, representations about interoperability with PSI products,
and more. Developers may not make any specific representations that PSI officially endorses or "authorizes" a particular Developer, nor that PSI
recommends any particular Developer over any other.
- No other Relationship. No endorsement. This Agreement does not constitute and shall not be construed as constituting an endorsement,
certification, partnership or joint venture between PSI and Licensee. Neither party shall state or imply any such relationship, and neither party shall
have any right to obligate or bind the other party in any manner whatsoever and nothing contained herein shall give, or is intended to give, any
rights of any kind to any third parties.
You represent and warrant that each Developer Application shall: (i) comply with the specifications and criteria set forth in the Fizz protocol; (ii)
properly interoperate with Coolfront Mobile Software as specified in such specifications; and (iii) exchange or access data with Coolfront Mobile
Software and related user data files only by means of the Fizz protocol.
You shall not in connection with the Developer Applications: (a) use or register in any country or state any trademarks, service marks, trade
names, keywords, screen names or Internet domain names containing elements of, or similar to the Coolfront Mobile logo or other PSI-owned
marks; (b) challenge PSI's ownership or use of the Coolfront Mobile logo or other PSI-owned marks; or (c) combine any of its own names or
marks with the Coolfront Mobile logo or other PSI-owned marks. If PSI notifies You of any such confusion or risk of confusion, You shall take
appropriate steps to immediately remedy or avoid such confusion or risk thereof, including immediate assignment of any such registrations or
rights to PSI at Your expense.
- Pre-Release Code. You may have access to certain PSI Developer Materials or Services or Developer Applications that contain pre-release
code that is not at the level of performance and compatibility of the final, generally available versions of the same ("Pre-Release Code"). The
Pre-Release Code may not operate correctly and may be substantially modified by PSI prior to first commercial shipment. Prior to receipt of any
PSI Pre-Release Code, You agree to abide by these terms associated with obtaining Pre-Release Code.
You agree that the Pre-Release Code, including the existence of the Pre-Release Code, performance, features, capabilities, related materials or
documentation and potential shipment dates of the Pre-Release Code, and any other information which is identified by PSI as confidential or
proprietary information is PSI's "Confidential Information." You agree not to disclose to or allow any third party to access or use the Pre-Release
Code. You further agree that You will be the only one authorized to use the Pre-Release Code for evaluation, testing or development of Developer
Applications. You agree that You are not an employee or contractor of PSI competitors and You shall not use the Pre-Release Code for the
creation and/or the development of any competing products. You agree that any unauthorized disclosure of the Pre-Release Code or any
Confidential Information would cause irreparable harm to PSI, and that in the event of any breach or threatened breach of the confidentiality
obligations, PSI shall be entitled to obtain equitable relief in addition to any other remedy.
- Your Feedback. Any feedback, suggestions and ideas ("Feedback") that you provide to PSI specifically regarding the Developer Materials or Services or Pre-Release Code will be treated by PSI as non-confidential, and PSI may, in its sole discretion,use the Feedback you provide to PSI in any way, including in future modifications of the Developer Materials, Services, products, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant PSI a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner and for any purpose.
- Proprietary Rights. The copyright and all other rights in the Developer Materials shall remain with PSI or its suppliers. All rights to the Developer Materials not explicitly granted in this Agreement are reserved to PSI.
- Confidential Information. You agree that the Developer Materials are confidential and proprietary information of PSI ("Confidential Information")." Confidential Information does not include information (i) that is or becomes public knowledge or is received by you without any breach of any confidentiality obligation; (ii) that you can document was independently developed by you without use or access to the Confidential Information; or (iii) that you can document was previously known to you prior to receipt of the Confidential Information." You agree to (i) use the Confidential Information only in connection with fulfilling your rights and obligations under this Agreement; (ii) hold the confidential Information in strict confidence and exercise due care with respect to its handling and protection, consistent with your protection of your own confidential information but not less than reasonable care, (iii) not publish or disclose the Confidential Information except for disclosures to employees and subcontractors who have a bona fide need to know the Confidential Information." You agree that any unauthorized disclosure of the Confidential Information would cause irreparable harm to PSI, and that in the event of any breach or threatened breach of the above confidentiality obligations, PSI shall be entitled to obtain equitable relief in addition to any other remedy. You further acknowledge that the term of your confidentiality obligations shall be the longer of: (i) the term set forth in this Agreement; or (ii) three (3) years following termination of this Agreement."
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