1. SERVICES; AGENCY TECHNOLOGY; LICENSE
Upon execution of this Agreement by Customer or Customer’s initial download or use of the Agency Technology (the execution date being the “Effective Date”), Customer may engage Agency to perform certain technology consulting services in connection with the Agency Technology. The scope, frequency, and cost of such services will be detailed in a separate invoice or statement of work.
Customer acknowledges and agrees that the Agency Technology; all original works, source code, inventions, information, documentation, and data contained therein; and all copyrights, patents, and trade secrets in connection therewith are the sole and exclusive property of the Agency.
As of the Effective Date, and subject to Customer’s compliance with this Agreement Agency hereby grants to Customer and end users authorized by Customer (“Authorized End Users”) a non-exclusive, non-transferable, non-sublicensable, limited, perpetual, worldwide, royalty-free right and license to use Agency Technology for use in connection with Customer’s internal business purposes. Except for the rights expressly granted under this Agreement: (i) Customer will not and will not permit any third party to reverse engineer, reproduce, distribute, modify, create derivative works of, publicly display, perform, republish, download, store, or transmit any Agency Technology, and (ii) nothing in this Agreement should be construed as transferring any aspects of such rights to Customer or any third party. Agency will specify to Customer procedures according to which Customer or its Authorized End Users may establish and obtain such access to the Agency Technology, including, without limitation, provision of access codes, passwords, technical specifications, connectivity standards or protocols, enabling of the Agency Technology to an account specific to Customer, or any other relevant procedures, to the limited extent any of the foregoing may be necessary to enable Customer to permit its Authorized End Users to access and use the Agency Technology as contemplated in this Agreement.