WHEREAS ScheduleHouse and the Client wish to enter into an agreement for ScheduleHouse to provide a hosted online scheduling, retail and client management software solution (the “Application”). ScheduleHouse and the Client hereto agree as follows:
ScheduleHouse shall grant the Client an irrevocable, fixed term license and provide full access to the Application, as well as all technical support, updates and maintenance required for the Application, throughout the Term, as more particularly set forth in this Agreement.
2. Use and Access of Application
The Client shall be responsible for obtaining its access to the Application through the Internet. The Client acknowledges and agrees that ScheduleHouse shall not be responsible or liable for any failure, delays, loss or disruption to such access, communication, or other service interruption, that are not directly caused by ScheduleHouse.
The Client shall only access and use the Application for its own direct use, benefit and internal operations. The Client accepts and acknowledges that its use of, and all transmissions and communications concerning, the Application are through the Internet.
ScheduleHouse will provide software hosting as well as database management services for the Application on high performance application servers.
ScheduleHouse shall use its commercially reasonable efforts to both protect the Application and the data from any unauthorized access, interference, hacking, sabotage, phishing, copying or any unauthorized use. ScheduleHouse will perform regular and periodic maintenance on the computer systems required for the provision of the Application, and shall use its commercially reasonable efforts to do so outside of business hours.
Ownership of the data managed in the Application remains that of the Client.
3. Intellectual Property Ownership
Neither Party will acquire any right, title or interest in the intellectual property owned or licensed by the other Party at the time of signing this Agreement. ScheduleHouse shall own and retain all right, title and interest in and to the Application and other technology, assets, information and intellectual property that are associated with, or are necessary to provide, the Application, including all Intellectual Property Rights associated therewith.