Terms and conditions of Frontlyne End User License Agreement (EULA)
These terms and conditions combined with the Order Form/Agreement and Frontlyne Cloud Usage (FCU) terms and conditions constitutes a complete binding legal agreement between MGENLEARN and CUSTOMER and sets forth the terms and conditions that governs the use of FRONTLYNE provided by MGENLEARN to end users of the CUSTOMER.
Please read the Terms and Conditions of Frontlyne End User License Agreement (EULA) carefully before using FRONTLYNE. By selecting “I AGREE”, or by logging in to FRONTLYNE through any device, you confirm your agreement to these terms and conditions. This is a binding legal agreement.
1. Services and support
1.1 Subject to the terms and conditions of this Agreement, MGENLEARN will provide Users with access to FRONTLYNE (“Services”) through the internet. The Services are subject to modification from time to time MGENLEARN’s sole discretion, for any purpose deemed appropriate by MGENLEARN. MGENLEARN will use reasonable efforts to give Users prior written notice of any such modification.
1.2 Upon request, MGENLEARN may agree to provide integration and other professional services related to FRONTLYNE (“Professional Services”). The applicable terms (including fees) relating to such services shall be set forth in a separate agreement with an applicable Schedule. For clarity, all modifications, enhancements, software, code, inventions, discoveries, and other technology and materials (and all related intellectual property rights) created, developed or reduced to practice by or on behalf of MGENLEARN in the course of providing such services shall be owned by MGENLEARN, and Users hereby makes all assignments necessary to accomplish the foregoing.
1.3 MGENLEARN will undertake commercially reasonable efforts to make the Services available twentyfour (24) hours a day, seven (7) days a week. Notwithstanding the foregoing, MGENLEARN reserves the right to suspend Users’ access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Users arein breach of this Agreement, including failure to pay any amounts due to MGENLEARN.
1.4 Subject to the terms and conditions of this Agreement,, MGENLEARN will provide reasonable support to Users for the Services from Monday through Friday during MGENLEARN’s normal business hours.
1.5 MGENLEARN may provide Users with software that may include third-party content, which may be governed by an open source license. If there are provisions in those open source licenses that expressly conflict with this Agreement, the relevant open source license terms will apply, but solely with respect to such open source software. Further, Users acknowledges and agrees that all third-party content is governed by its respective terms and such terms are solely between Users and the applicable licensor. Users agrees to comply with such third-party terms (including open source license terms), as applicable, and MGENLEARN has no liability with respect to third-party content under this Agreement.
2. Restrictions and responsibilities
2.1 Access to the Services may require Users to install certain software or software applications (each, an “Application”) on their devices. Users agrees to be bound by any End-User Software Agreements that govern the installation and use of such Applications. If MGENLEARN authorizes CUSTOMER to distribute any Application to its Users, CUSTOMER may do so only after effectively binding such Users to the applicable End-User Software Agreements provided by the Application.
2.2 Users will not, and will not permit or assist 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, any Application or any other software, documentation or data related to the Services, or any portion thereof (all of the foregoing are “Software
(ii) modify, translate, or create derivative works based on the Services or Software (or any portion thereof), or copy (except for archival purposes), publicly display, sell, sublicense, loan, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software;
(iii) remove, obscure or alter any proprietary notices (including but not limited to trademark and copyright notices) on any of the Services or Software (or any portion thereof);
(iv) use the Services or Software for any benchmarking purposes, or for application service provider, timesharing or service bureau purposes, or any purpose other than Users own internal use as contemplated by this Agreement;
(v) use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy, data protection and intellectual property laws) and all applicable documentation;
(vi) take any action that imposes, or may impose, at MGENLEARN’s discretion, an unreasonable or disproportionately large load on MGENLEARN’s infrastructure (including its infrastructure operated through third parties), or otherwise interfere with the proper working of the Services;
(vii) upload invalid data, viruses, worms, or other software agents through the Services; or
(viii) disable or bypass the measures that MGENLEARN may use to prevent or restrict access to the Services, or if applicable, use the Services or Software in excess of service capacity limits or usage restrictions set forth in the Agreement. Users acknowledges that the Services may include features to prevent use after the applicable term and/or use inconsistent herewith.
2.3 Users will cooperate with MGENLEARN in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as MGENLEARN may reasonably request. Users will also cooperate with MGENLEARN in establishing a password or other procedures for verifying that only designated employees of Users have access to any administrative functions of the Services.
2.4 Users will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). Users may change the individual designated as Primary Contact at any time by providing written notice to MGENLEARN.
2.5 Users hereby agrees to indemnify and hold harmless MGENLEARN against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of Section 2.2 or otherwise from Users use of Services. Although MGENLEARN has no obligation to monitor the content provided by Users use of the Services, MGENLEARN may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.6 Users will be responsible for maintaining the security of Users account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Users account with or without Usersknowledge or consent.
2.7 Users acknowledges and agrees that the Services operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). MGENLEARN is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Users are solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. MGENLEARN does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Users and a third party provider is solely between Users and such third party provider and is governed by such third party’s terms and conditions.
3. Confidentiality
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, and to use any such Proprietary Information only as necessary to exercise its rights or fulfill its obligations under the Agreement, (i) to give access to such Proprietary information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without access to or use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order and limits disclosure to the minimum extent necessary to comply with such order, and further provided that all any information so disclosed shall continue to be treated as Proprietary Information for all other purposes. Notwithstanding anything to the contrary, MGENLEARN may collect and fully exploit data generated by (or on behalf of) it in connection with any Services for its business purposes (including without limitation to report on the aggregate response rate and other aggregate measures of the Services’ performance), so long as such data is presented in the aggregate and can in no way be linked specifically to Users.
3.3 Users acknowledges that MGENLEARN does not wish to receive any Proprietary Information from Users that is not necessary for MGENLEARN to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, MGENLEARN may reasonably presume that any unrelated information received from Users is not confidential or Proprietary Information.
3.4 Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made as reasonably necessary to actual or potential investors or acquirors (and, in each case, to their attorneys and other professional advisors in connection with due diligence).
4. Intellectual property rights
4.1 Except as expressly set forth herein, MGENLEARN alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software, and all enhancements, derivatives and modifications thereof, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Users or any third party relating to the Service and/or the Software are hereby assigned to MGENLEARN. Users will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Users any rights of ownership in or related to the Service or Software, or any intellectual property rights. MGENLEARN reserves all rights not expressly granted to Users under this Agreement.
4.2 MGENLEARN shall hold Users harmless from liability to unaffiliated third parties resulting from infringement by the Software of any copyright or misappropriation of any trade secret, provided MGENLEARN is i) notified of any and all threats, claims and proceedings related thereto within 10 days after Users first learns thereof, ii) at MGENLEARN’s request, given reasonable assistance and the opportunity to assume sole control over defense and any settlement thereof; MGENLEARN will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services (i) not created by MGENLEARN, (ii) resulting in whole or in part in accordance from Users specifications, (iii) that are modified after delivery by MGENLEARN, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Users continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Users use thereof is not strictly in accordance with this Agreement and all related documentation. Users will indemnify MGENLEARN from all damages, costs, settlements, attorneys’ fees and expenses related to any claim of infringement or misappropriation excluded from MGENLEARN’s indemnity obligation by the preceding sentence.
5. Client software security
5.1 MGENLEARN represents and warrants that it will not knowingly include, in any MGENLEARN Serrices or software released to the public and provided to Users hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, intended to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, MGENLEARN fails to comply with the warranty in this Section, Users may promptly notify MGENLEARN in writing of any such noncompliance. MGENLEARN will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Users with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Users may terminate this Agreement as its sole and exclusive remedy for such noncompliance. Notwithstanding the foregoing, or anything to the contrary, Users acknowledges that the Services may include features to prevent use after the applicable term and/or use inconsistent herewith.
