Defined Terms.
All capitalized terms used in this License Schedule but not defined herein shall have the meaning given to such terms in the agreement containing the link to this License Schedule (the “Agreement ”). References to (i) “DDS Information/Communication” shall apply exclusively to the Global Dynamic Discounting Services Agreement and to (ii) “Message” shall apply to the Global Paying Services Agreement and to the Master Buyer Agreement for Payables Advance.
License Grant.
Subject to the terms and conditions set forth in the Agreement, Citi hereby grants the Buyer during the term of the Agreement a limited, revocable, personal, non-exclusive, non-transferable license and right, without the right to sublicense, to access and use the System and all Licensed Resources, solely for the purposes contemplated by the Agreement (the “License”). Except as expressly set forth in the Agreement, the Buyer shall have no other right (including any ownership right or intellectual property right), title or interest to or in the Licensed Resources or any portion thereof.
The Buyer acknowledges that all right, title and interest in and to the System, including without limitation, all Intellectual Property Rights, are vested, and shall remain vested, in Citi and its licensors. Notwithstanding anything to the contrary and except as otherwise may be expressly agreed in writing, all right, title and interest in and to modifications, revisions, upgrades, updates, derivative works and other improvements to or development of the System shall vest solely in Citi and its licensors. Except for the grant herein by Citi to the Buyer of the License, nothing in the Agreement shall act to operate as an assignment or other transfer of any of such rights to the Buyer.
The Buyer confirms that Citi and its licensors may use any DDS Information/Communication, Message, transaction data or other information posted by or on behalf of the Buyer for the purposes of providing services under the Agreement and operating and maintaining the System.
Usage.
The Buyer shall access and use, and shall ensure that its Authorized Users access and use, the System only for commercial purposes (and not for any illegal activity or purpose) in accordance with the Agreement and the Policies and Procedures. Citi may at its sole discretion amend the System or the Policies and Procedures at any time.
The Buyer shall remain informed and notify its Authorized Users as to any updates to these Policies and Procedures that may be implemented from time to time. Approval and acceptance of an update to the Policies and Procedures shall be deemed to be given if the Buyer continues to utilize the System subsequent to the publication of any such update.
The Buyer shall promptly use any successors, updates, new releases or replacements of any portion of the System, including any and all Equipment or Licensed Resources provided to it from time to time by Citi or otherwise, for use in accessing the System, and cease to use the previous version or release of such portion.
The Buyer shall have the right under the License to access the content of the website for the System on a computer screen, to print reasonable extracts from the website, and to save reasonable copies of data posted on the System to the Buyer's hard drive, in each case solely for the purposes contemplated by the Agreement. All other copying, distribution or commercial use of any of the content of the website is strictly forbidden. Except for the limited right granted by this paragraph 2(d), no other right or license is granted in respect of the content of the website.
The Buyer shall have no right to, and shall not, without the prior written consent of Citi, alter, modify, reverse engineer, decompile, disassemble, translate, or create derivative works from the whole or any part of the Licensed Resources.
Security, Authorized Users and Access.
The Buyer shall safeguard and keep confidential, and put into effect and maintain commercially reasonable security measures to safeguard and keep confidential, the Licensed Resources. In furtherance of the foregoing, the Buyer agrees that:
it will not knowingly interfere with, defeat, circumvent or tamper with (i) any DDS Information/Communication or any Message, (ii) the integrity or performance of the System or (iii) with the restrictions on use of functionality or access to information on any portion of the System, or attempt to do any of the foregoing;
it will not knowingly introduce into any portion of the System any virus or other data or code that harms, or may adversely affect, the operation of the System, and will put into effect and maintain commercially reasonable measures to prevent any such introduction;
it will ensure that all DDS Information/Communications or Messages being communicated by the Buyer through the System are sent in accordance with the Agreement, the Policies and Procedures and applicable law and do not constitute spam or other duplicative or unsolicited communications;
the issuance of Logins to Authorized Users to access the System and the rules and particular roles applicable to the various types of Authorized User shall be in accordance with the Policies and Procedures;
the Buyer warrants that each of its Authorized Users is authorized to bind the Buyer, and agrees to be bound by any usage of the System that occurs under any of its Authorized Users' Logins, unless it has previously notified Citi in writing that particular Logins or Authorized Users are to be cancelled or their security has been compromised;
the Buyer shall ensure that only its Authorized Users access the System and shall procure that its Authorized Users: (a) maintain the secrecy of their Logins and do not disclose their Logins to any other person; and (b) are informed of and abide by the Policies and Procedures;
the Buyer shall immediately notify Citi in writing if it becomes aware of any unauthorized use, loss or theft of its Authorized Users' Logins or if the Buyer becomes aware or suspects that any of them have become known by an unauthorized person or there is otherwise unauthorized access to the DDS or any of Citi’s other systems or software. Upon such notification Citi may (at its absolute discretion) revoke, suspend or disable such Logins and/or issue new Logins to the Buyer;
the Buyer shall not, and shall procure that any of its representatives do not, access or attempt to gain access to any part of the System that is not permitted under its Logins; and
the Buyer shall not use the System as or in connection with a bureau service or for the provision of services to third parties.
Messages and DDS Information/Communications.
The Buyer shall use the System to send all DDS Information/Communications or Messages under the Agreement (including, without limitation, Discount Offers and any updates to the Buyer's list of Authorized Users) on the Buyer's behalf.
Any DDS Information/Communication, Message or transaction which appears to Citi to be sent and or entered into by the Buyer via the System is valid and binding on the Buyer, and Citi is entitled to rely thereon, irrespective of any error or fraud contained therein or the identity of the individual who sent the DDS Information/Communication or Message, except to the extent that such error or fraud or use of the System by an unauthorized third party is a result of the failure by Citi, as the case may be, to use commercially reasonable security measures to prevent unauthorized access to the System. The Buyer agrees that the act of sending a DDS Information/Communication or Message electronically in accordance with the Agreement is as legally binding as if the Buyer had manually executed and delivered that DDS Information/Communication or Message in written form, and that the Buyer will not contest the validity, legally binding nature or enforceability of that DDS Information/Communication or Message on the basis that the act of sending the DDS Information/Communication or Message electronically is invalid or not binding on the Buyer.
Neither party shall use the System to communicate formal contractual notice.
System Availability.
The Buyer acknowledges and agrees that: (i) Citi does not represent or warrant that the System will be error-free; (ii) Citi provides no warranty as to the availability of the System and there will be downtime from time to time when the System cannot be accessed; and (iii) the Buyer is responsible for providing and maintaining, and Citi does not have any liability or responsibility in respect of, equipment not supplied by or on behalf of Citi, or utility services that the Buyer utilizes as a result of its participation in the System and maintaining a link to the System, or any failures, errors, unavailability or delays resulting from the use of such equipment or services.
Change of System.
Citi may from time to time elect (in its sole discretion) to replace the current System with an alternative System. Citi shall give the Buyer reasonable notice of the proposed replacement. The Buyer's ability to use the replacement System may be conditioned on the execution of a license agreement in respect of the replacement System by the Buyer and each relevant Buyer.
Confidentiality.
Notwithstanding any confidentiality restrictions set forth in the Agreement, Citi may compile, copy, modify, license and exploit any and all data entered into the System by or on behalf of the Buyer, including without limitation DDS Information/Communications, System Data, transaction data, Message data and statistical click-stream data, provided always that such data has been anonymized such that it does not compromise any personal data in contravention of any applicable personal data protection and privacy legislation and that it does not directly or indirectly identify any individuals, any Buyer or any other corporate entities.