IntelePeer is committed to respecting and protecting your privacy. IntelePeer has developed this Proprietary Policy (“Proprietary Policy”) to ensure all proprietary information exchanged between the Parties for the purposes of performing its obligations under the Master Services Agreement (“Agreement”) is adequately protected.
- Intellectual Property Rights.
1.1 Definition. For this Agreement, “Intellectual Property Rights” means any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights; (v) intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, not otherwise described in this Section 1.1(i), (ii), (iii), (iv) or (vi); and (vi) registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing). For this Agreement, the “application programming interface” or “API” means the interface and related sample code, specifications, instructions and other documentation made available by IntelePeer to Customer for the purpose of enabling the IntelePeer technology, systems, software and solutions for the provision of Services.
1.2 No patent, copyright, trademark or other Intellectual Property Right is granted or otherwise transferred by this Agreement or any disclosure hereunder, except as expressly set forth in this Agreement. There are no implied licenses under this Agreement. The Parties acknowledge that, as between the Parties, and except for the rights expressly granted in this Agreement, all rights, title, and interest in the Intellectual Property Rights belonging to the respective Party held at the Effective Date (“Owning Party”), along with any subsequent modifications, improvements, inventions, discoveries and all associated Intellectual Property Rights, will remain the property of that Owning Party. For avoidance of doubt, the aforementioned modifications and improvements include any customization performed under a Statement of Work, unless the Statement of Work expressly allocates ownership of Intellectual Property Rights otherwise. If either Party provides the Owning Party any suggestions, ideas, feedback, reports, error identifications or other information related to the Owning Party’s Intellectual Property Rights for the services, including the evaluation of services, within the scope of this Agreement (“Feedback”), the Party providing such Feedback hereby grants to the Owning Party a non-exclusive, worldwide, perpetual, irrevocable, non-terminable, royalty-free right and license, including the right to grant and authorize sublicenses, to use and otherwise exploit the Feedback for all purposes, and acknowledges that it is not entitled to any compensation of any kind under any circumstances for such Feedback. Unless otherwise approved in advance and in writing by the other Party, neither Party will: (i) copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), derive, modify or alter any part of the Intellectual Property Rights, APIs, systems, servers, networks, the source code of any software, or the safety controls belonging to the other Party; (ii) propagate any virus, worms, Trojan horses, defects, malware or other programming of a destructive nature intended to damage any system or data; (iii) disable or circumvent any security device, mechanism, protocol or procedure for, or otherwise interfere with or disrupt, the intellectual property, APIs, systems, servers or networks of the other Party; (iv) attempt to obtain the source code or algorithms of any software, systems or applications of the other party or its underlying vendors; (v) use the intellectual property, APIs, systems, servers or networks of the other Party in any manner or for any purpose that may infringe on any Intellectual Property Rights; or (vi) allow any of its users or customers to undertake any such activities set forth in subsections (i)-(vi). Any violation of this Section will constitute a material breach of the Agreement for which the non-breaching Party may immediately terminate the Service without advance notice or liability.
- Confidential Information.
2.1 Definition. The term “Confidential Information” will include any confidential and proprietary information of either Party or end users in any form, including but not limited to discussions, documents, papers, drawings, diagrams, discs, technology, procedures, systems data and other information of a confidential nature pertaining to, generated or disclosed by either Party in writing, electronically, computerized, orally or otherwise, which is (i) designated “Confidential,” or a comparable legend, in written, graphic, machine readable or other tangible form, including but not limited to this Agreement, its terms, or any other agreement executed by the Parties; or (ii) other information without such designation, which by its nature the receiving Party should reasonably know is confidential, including without limitation the existence and terms of this Agreement, all financial details, investment plans, subscriber related data, price specifications, schemes, tariffs, technological configurations, know-how, software programs, techniques, scientific data and information relating to business, investments, trade secrets, transactions or affairs, services being rendered, plans for business investments or for improving services and discussions on future services, analysis, compilations, studies, summaries, extracts or other documentation.
2.2 Exceptions to Confidential Information. Confidential Information does not include information which the receiving Party can document: (i) is or becomes available to the public through no breach of any confidentiality obligations; (ii) was previously known by the receiving Party without any obligation to hold it in confidence and through no breach of any confidentiality obligations; (iii) is received from a third party free to disclose such information without restriction; (iv) is independently developed by the receiving Party without the use of or access to confidential or proprietary information of the disclosing Party; (v) is approved for release by written authorization of the disclosing Party, but only to the extent of such authorization; or (vi) is required by law or regulation to be disclosed or is disclosed in response to a valid order or requirement of a court or other governmental body, provided that the Party subject to such order gives reasonable notice to the other Party, as allowed by law, to contest such order or requirement at its own expense.
2.3 Use and Disclosure Restrictions on Confidential Information. With respect to any Confidential Information disclosed under this Agreement, the receiving Party agrees that it will: (i) copy, store, record, transmit, display, view, print, and use the Confidential Information only for the purpose of performance of this Agreement; (ii) hold the Confidential Information in confidence, exercising a degree of care but no less than a reasonable degree of care used by such Party to protect its own proprietary or confidential information; (iii) restrict disclosure of the Confidential Information to employees, representatives and agents of the receiving Party and its Affiliates with a “need to know” who have signed a written confidentiality agreement with the receiving Party containing terms no less restrictive than the terms this Agreement and not disclose it to any other person or entity without the prior written consent of the disclosing Party; (iv) advise those employees, representatives and agents who access the Confidential Information of their obligations; (v) copy the Confidential Information only as necessary for those employees, representatives and agents, and ensure that all confidentiality notices are reproduced in full on such copies; and (vi) adhere to any Data Processing Addendum incorporated by reference into this Agreement. For purposes of this Section, a representative will include any potential acquirers, merger partners, investors and their representative, attorneys, auditors, accountants and investment bankers, provided that such disclosure is conducted solely in connection with a review for due diligence or audit and that such disclosures are made in confidence.
2.4 Ownership. All Confidential Information remains the property of the disclosing Party. Each Party retains the right, in its sole discretion, to determine whether to disclose its Confidential Information to the other Party, and disclosure of information of any nature will not obligate the disclosing Party to disclose any further information. Upon request, the receiving Party will return to the disclosing Party all Confidential Information received in tangible form, or will destroy all such Confidential Information and certify in writing to the disclosing Party that all such information has been destroyed; provided that the receiving Party may retain copies of such materials to the extent required by applicable law or internal document retention purposes.
- Publicity and References. The Parties acknowledge and agree that publication of information relating to this Agreement may occur through press releases, articles, interviews, marketing materials, online materials, or speeches (“Publicity”), upon written consent not to be unreasonably withheld. The Parties expressly authorize all routine references to the fact that Customer is a customer of IntelePeer and the general nature of the Services that Customer purchases under this Agreement.
- Access to the IntelePeer Systems. Customer is solely responsible for administering its user accounts and associated passwords (“Security Credentials”), and keeping its Security Credentials secure. Customer agrees to at least reasonable means to protect its Security Credentials from unauthorized disclosure or use by third parties. If Customer shares any Security Credentials with any third party, such as a sales partner, such third party will be acting on the Customer’s behalf as the Customer’s agent, and will be bound by this Agreement. Any arrangements between Customer and such third party are strictly between Customer and such third party. IntelePeer is not liable for such other third party’s access or actions, or any losses or damages resulting from unauthorized access or use of the IntelePeer systems as set forth in this Section. Customer agrees that IntelePeer may rely and act on all instructions received via our IntelePeer systems using the Security Credentials, and all transactions performed, even if not intended by Customer, are considered transactions authorized by the Customer. To mitigate the risks associated with such events, Customer will contact IntelePeer at firstname.lastname@example.org as soon as reasonably possible if Customer becomes aware of any unauthorized access or use of its account, Security Credentials or any other breach of security.
- Remedies for Breach. Any violation of this Policy will constitute a material breach of this Agreement for which the non-breaching Party may immediately terminate the Service without advance notice or liability. The Parties agree that an impending or existing breach of this Policy could cause the disclosing Party irreparable injury for which it would have no adequate remedy at law, and that the disclosing Party will be entitled to seek equitable relief, including immediate injunctive relief prohibiting such breach. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or equity.
- Survival. The rights and obligations under this Policy will survive termination, expiration or assignment of this Agreement.