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User Agreement
BY CHECKING THE "I AGREE" BUTTON DISPLAYED DURING THE NEW ACCOUNT OR SIGN IN PROCESS, CLIENT AGREES WITH Newdea TO THE FOLLOWING TERMS AND CONDITIONS. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE CLIENT TO THE TERMS CONTAINED IN THIS AGREEMENT, WHICH WILL GOVERN THE USE OF THE SERVICES AND PRODUCT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES OR THE PRODUCT.
License Grant.
Newdea grants Client a non-exclusive, non-transferable, worldwide right to use the Services and the Product, solely for Client's own internal business purposes subject to the terms of this Agreement. Customer shall not license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the Services or the Product. All rights not expressly granted to Client under this Agreement are reserved by Newdea.
Client Responsibilities.
During the term of this Agreement, the Client represents and agrees as follows:
The Client agrees that it shall be responsible for providing and maintaining its own internet access and all necessary telecommunications equipment, software and other materials (the "Client Equipment") at the Client's location necessary for accessing the Product and the Newdea System through the internet. Client changes to software, hardware, or internet access that renders the Services or Product inaccessible or inoperable for the Client are the full responsibility of the Client.
The Client agrees that the Services, the Product, and the Newdea System shall only be used by its users (and those third parties using the Services, the Product, and the Newdea System by or through the Client's account) for lawful purposes. Client agrees not to transmit, re-transmit or store materials on or through the Services, the Product or the Newdea System that are harmful to the Services, the Product or the Newdea System, or which violate any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. Client is responsible for all activities that occur through or under Client's user accounts.
Client shall not export, directly or indirectly, the Product or any Newdea information or materials without obtaining all required licenses and approvals from the appropriate government agencies. Client shall be solely responsible for compliance with all applicable laws, including the export and import laws and regulations of other countries. Client does not assume any liability for information or material that is generally made available to the public by Newdea via the internet and which is not protected by means of access control specifically administered by Client.
Client shall monitor the use of the Services, the Product, and the Newdea System by all users from its organization to confirm that the users are accessing and using the Services, the Product, and the Newdea System only as required under the terms of the License Agreement. Client shall be responsible for any violations by its users (and those third parties using the Services, the Product and the Newdea System by or through Client's account).
Neither Client nor its users or those third parties using the Services, the Product, and the Newdea System by or through Client's account are permitted to use the Services, the Product, or the Newdea System other than as set out in this Agreement. Client agrees not to disassemble, decompile, or otherwise attempt to discern the source code of the Product. The Client agrees that it will not rent, lease, sublicense, re-sell, time-share, or otherwise assign to any third party this Agreement or any of the Client's rights or licenses to access the Services, the Product or the Newdea System. Notwithstanding the preceding sentence, the Client shall be permitted to provide access to the Services, the Product and the Newdea System to its employees and agents located worldwide, subject to the provisions of paragraph C above, for the purpose of entering into, and viewing information of the Client on, the Product and the Newdea System.
Client shall be responsible for maintaining the confidentiality of any passwords and user identification names and shall permit only authorized employees of the Client to access the Product, the Services, and the Newdea System. Client agrees to notify Newdea immediately after any known or suspected breach of security or unauthorized use of any password or user identification name.
Client agrees to provide true, accurate, current, and complete information about itself as prompted by the registration forms provided by Newdea and to keep such information updated. By using the Services and Product and accessing the Newdea System, Client agrees that Newdea is not responsible for the acts or omissions of other users of the Services and Product.
Client Restrictions.
Client is permitted to use the Product to store, manipulate, reformat, display, analyze, and print the Client Data for its internal business use only. Unauthorized use, resale, distribution, or other commercial exploitation of the Services or the Product is prohibited.
Client agrees not to modify, attempt to reverse engineer, or make derivative works based on the Services or the Product. In addition, Client agrees not to copy any ideas, graphics, features, or functions of the Product and will not build or replicate any products using such ideas, graphics, features, or functions. Client agrees not to create internet links to the Product or to frame or mirror any of the screens, information, data, or other components of the Product in any manner.
Client agrees that its activities regarding the Services and Product on the Newdea System shall not: (a) be false, inaccurate or misleading; (b) be fraudulent; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, trade libelous, or invasive of another's privacy; (f) contain child pornography or be harmful to minors in any way; (g) be hateful, vulgar, obscene, racially or ethically offensive; (h) knowingly or negligently contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information (and Client shall use its best efforts to detect, deter and remove such items from any of its transmissions or data); (i) upload, post, email, or transmit any unsolicited or unauthorized promotional materials, junk mail, spam, chain letters or other similar types of solicitations; or (j) create liability for Newdea or cause Newdea to lose (in whole or in part) the services of Newdea's ISPs or other suppliers.
Fees and Payment.
Client shall pay all fees or charges in accordance with the terms of the License Agreement and this Client Terms of Use Agreement. The amount of the initial and renewal fees payable by Client is the amount identified in the License Agreement. Payment shall be due and payable prior to the first day of each month for which Services and the Product are to be provided. All fees and charges assessed to Client under this Agreement shall be payable in U.S. dollars. The fees are nonrefundable whether or not Client uses the Services or the Product. Payment fees and terms that are not defined in the License Agreement shall have the meanings attributed to them in this Client Terms of Use Agreement.
Invoices and Billing.
Newdea charges and collects in advance for the Services and use of the Product. Newdea will issue an invoice to Client for payment of the fees. The invoice will be issued to the email address identified by Client in the License Agreement and Client hereby agrees to accept invoices by email. Newdea's fees are exclusive of all taxes, levies, or other duties imposed by any taxing authority, and Client shall be responsible for payment of all such taxes, levies, or duties, in any form, excluding taxes owed by Newdea in the United States based solely on its income.
Client represents and warrants to Newdea that the billing information contained in the License Agreement is complete and accurate as of the Effective Date. The billing information contained in the License Agreement must contain, at a minimum, the name, address, phone number, fax number, and email address of the authorized billing contact for the Client. Client agrees to update the billing information within ten (10) Business Days of any changes to it. Providing inaccurate, misleading, or false billing information shall give Newdea the right to terminate Client's access to the Services and the Product in addition to any other remedies that may be legally available to Newdea.
License and billing periods shall run on a calendar month, quarter, or annual basis, which shall correspond to the billing periods set out in the License Agreement. Invoices will be issued in advance of the first day of each month that starts the license and billing period. Payment shall be due and payable prior to the first day of each month for which Services and the Product are to be provided. Client's account will be considered delinquent if payment, in full, is not received by Newdea prior to the due date.
If Client believes the invoice provided by Newdea is incorrect in any respect, Client must inform Newdea of the problem on or before the due date of the invoice. Unless Newdea reasonably believes the complaint is not made in good faith, Newdea shall suspend collection on the disputed amount for 10 days beyond the due date. If no problem notice is received by Newdea by the due date of the invoice, the invoice shall be deemed to be accurate and Newdea shall have no obligation to provide a credit to Client.
Non-Payment.
In the event Client fails to make any payment when due, Newdea reserves the right, at its discretion, to suspend or terminate this Agreement, suspend provision of the Services by Newdea, and remove Client's access to the Product or Client Data through the Product. In addition, Newdea retains the right to pursue any other remedies provided by this Agreement, by law or otherwise. Any amounts due under delinquent invoices are subject to interest at a rate of 1.5% per month or the maximum amount permitted by law, whichever is less. In addition, Client shall pay to Newdea all expenses, including without limitation reasonable attorneys' fees, incurred by Newdea in the collection of amounts due.
Prior to resumption of the Services by Newdea or reconnection by Newdea to the Product, Client shall pay the total amount of the delinquent invoice(s). In addition, in the event Client is suspended and thereafter desires that Newdea resume the Services and reconnect to the Product, Newdea may impose a reactivation fee equal to the lower of 1) $250 or 2) the most recently billed amount (on a monthly basis) for the Services and the Product. Client specifically agrees that Newdea has no obligation to retain the Client Data if Client is more than 30 days delinquent and that such Customer Data may be irretrievably lost.
Data Storage Fees.
Subject to the provisions of this section, no limit will be applied to the amount of project data that Client may enter into the Product. Newdea will provide Client 10 MB of disk storage space per project entered into the Product for attached files whether they are documents, pictures, or other media supported by the Product. Client will have the option to purchase additional disk storage space for projects needing in excess of 10 MB. Monthly fees will be assessed based on the highest amount of excess disk storage space used by Client during that month - the amount of the fee will be based on the then-current storage fees in place by Newdea. Newdea will use reasonable efforts to notify Client when the amount of disk storage space used by Client is about 90% of the disk storage space provided at no charge. Failure of Newdea to notify Client shall not affect Client's responsibility to pay the fee associated with the use of additional disk storage space. Under no circumstances will a refund be due to Client from Newdea if Client does not use all of the disk storage space identified in the License Agreement.
Term and Termination.
The term of this Agreement shall commence on the Effective Date and shall continue for the period identified in the License Agreement unless otherwise terminated pursuant to the terms of this Agreement.
Newdea, in its sole discretion, may terminate Client's access to the Newdea System, the Product, and the Services if Client breaches its payment obligations hereunder or otherwise fails to comply with this Agreement. Any breach of Client's payment obligations; any unauthorized use of the Product, the Newdea System, or the Services; any failure to comply with the Client responsibilities identified in Section 2 or Client restrictions identified in Section 3; and any violation by Client of Newdea's Intellectual Property Rights shall be deemed a material breach of this Agreement. Client agrees and acknowledges that Newdea has no obligation to retain the Client Data, and that Newdea may delete the Client Data, if Client has materially breached this Agreement.
In the event Client terminates this Agreement (other than through a breach of the terms of this Agreement by Client) and requests the Client Data at the time the termination notice is given, Newdea will make available to Client a file of the Client Data within 30 days of the termination date. Client agrees and acknowledges that absent such notice from Client at the time of the termination notice, Newdea shall have no obligation to retain the Client Data and the Client Data may be deleted. In no event shall Newdea have any obligation to retain the Client Data more than 30 days following the termination date.
Notice.
The principal contact information for the parties shall be what is included in the License Agreement unless either party provides a notice of a change to that information to the other party. Newdea shall be permitted to provide a notice of a change to its contact information to Client through email. Any notice under this Agreement shall be deemed given upon confirmed receipt if sent by facsimile, courier, a nationally recognized overnight delivery service, certified mail, or similar reliable means of delivery. The principal contact information for Newdea will be an address of 1125 Kelly Johnson Blvd., Suite 350, Colorado Springs, CO 80920 and a fax number (719) 593-2991, in either case addressed to the attention of the General Counsel. Newdea shall be permitted to provide email notices to the principal contact of Client in the situations specifically authorized by this Agreement or the License Agreement and such notices shall be deemed given 24 hours after the notice is sent to the email address on record in Newdea's account system.
Privacy and Security Policies.
Newdea has taken precautions to protect the security and privacy of the Client Data and any individual data that is entered into the Product and the Newdea System. While these precautions are designed to protect the Client Data and any individual data, Newdea does not represent that the Product or the Newdea System is totally secure or private. For more information about the security and privacy precautions in place at Newdea, please review Newdea's privacy policy and security policy, which are provided on the organization home page in the Product. The privacy policy and security policy may be changed by Newdea from time to time in its sole and reasonable discretion.
Third Party Promotions.
From time to time, Newdea may provide links through the Product to websites and advertisements of third party organizations. Client may elect to enter into correspondence with, purchase from or participate in promotions with such third party organizations. All correspondence or other business dealings between Client and a third party organization, including payment, delivery, conditions, warranties, and representations are solely between Client and the third party organization. Newdea does not endorse any sites that are linked through the Product but is providing the sites to Client as a matter of convenience. Client agrees that Newdea shall not be responsible or liable for any loss or damage of any sort incurred as the result of Client's dealing with any third party organization identified through the Product.
Ownership of Intellectual Property Rights.
The Product, the Services, the Materials and the Newdea System, including all associated Intellectual Property Rights, shall be owned by Newdea. Client agrees that this Agreement is not, and shall not be construed as, a sale of any rights of ownership in the Product, the Services, the Materials, the Newdea System or the Intellectual Property Rights from Newdea to Client. If ownership of any portion of the Product does not automatically vest in Newdea as a result of this Agreement or by operation of law, then Client hereby presently assigns, and agrees to assign and shall cause its respective employees, agents, representatives and contractors to assign to Newdea, without further consideration, the ownership of Intellectual Property Rights in and to the Product, including all associated Intellectual Property Rights, as necessary to give effect to the ownership terms regarding the Product specified in this Agreement or in the Work Statements. Client agrees to perform, upon reasonable request, such further acts as may be necessary or desirable to evidence or transfer ownership of, and to perfect and defend Newdea's title to the Product in order to give effect to such ownership terms.
Ownership and Use of Data.
During the term of this Agreement, Client will enter, or cause to have entered, Client Data into the Product. The Client Data will be owned by the Client and will reside on the Newdea System. Client shall have the sole responsibility for the quality, accuracy, appropriateness, legality, integrity, reliability, and copyright of all Client Data. Newdea shall not be responsible for the destruction, loss, deletion, or damage to the Client Data.
The Client grants Newdea a non-exclusive, worldwide license and the right to access, use, store, transmit, display, promote, analyze, discuss and advertise the Client Data made public by the Client. Newdea agrees to use its best efforts to display only the Client Data to third parties on the Newdea System that the Client elects to be made publicly available through the Newdea System.
Client References.
The Client grants Newdea the right to reference the Client in Newdea's list of clients and may place the Client's name and logo in Newdea's collateral marketing materials, business plans, websites, and press releases. The Client hereby grants Newdea the right to use the Client's trademarks (name and logo) for such limited uses only. Project-specific Client data held privately by the Client in the Newdea System may not be referenced by Newdea without the express, written consent of the Client. Except for the limited uses provided in this Section 14, Newdea agrees that it may not use the Client's trademarks (name and logo) without the Client's prior consent. Information regarding Newdea's actual use of Client trademarks will be provided periodically to the Client as reasonably requested by the Client.
Additional Services.
The fees required in this Agreement do not include any separately ordered Additional Services (e.g., for customization of the Product, Materials, Services, or the Newdea System, or for deployment, training, or other consulting or professional services). Any Additional Services shall be pursuant to one or more separately agreed Work Orders, each of which shall be in writing and approved by both parties. In general, the purpose of the Work Order is to identify the services, functions, equipment, facilities, and other resources to be provided by each party in order for the tasks specified in the Work Order to be performed. Any fees that become payable for services performed according to a mutually agreed Work Order will be billed based on the terms quoted in the Work Order.
Modification.
Newdea reserves the right to change the terms and conditions of this Agreement or its policies relating to the Product and Services at any time. Such changes shall be effective immediately or such other time as Newdea elects. Client agrees that notice of any material changes will be given via email to the principal contact of Client along with an updated version of this Agreement being posted through the Product. In the event of any materially adverse changes, Client will have 30 days to notify Newdea whether client elects to negotiate mutually agreeable terms or immediately terminate the Product and Services (as they may be amended from time to time), without penalty to Client; otherwise Client shall be deemed to have accepted such changes in their entirety.
Assignment.
Client may not assign, delegate, or subcontract its rights or responsibilities under this Agreement, without Newdea's prior written consent. Any attempt to do so in contravention of this Section shall be void and of no force and effect. This Agreement will inure to the benefit of the parties and their successors and permitted assigns. Newdea may assign this Agreement to a subsidiary or affiliate or to a third party as a result of a merger, consolidation, or the acquisition of all or substantially all of its stock or assets.
DISCLAIMER.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES OR RECEIVES ANY WARRANTIES, REPRESENTATIONS, AGREEMENTS OR GUARANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ITS PERFORMANCE INCLUDING ANY LIABILITY FOR NEGLIGENCE. Newdea DOES NOT MAKE ANY REPRESENTATION REGARDING THE RELIABILITY, ACCURACY, SECURITY, TIMELINESS, COMPLETENESS, OR QUALITY OF THE PRODUCT OR THE SERVICES AND DOES NOT REPRESENT THAT THE PRODUCT OR SERVICES WILL BE ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PRODUCT AND SERVICES ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS AND Newdea DOES NOT MAKE ANY REPRESENTATION THAT THE PRODUCT OR THE SERVICES WILL MEET CLIENT'S EXPECTATIONS OR OPERATE IN COMBINATION WITH ANY PARTICULAR SOFTWARE OR HARDWARE. Newdea SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS TO THE MAXIMUM EXTENT PERMITED BY APPLICABLE LAW.
LIMITATION OF LIABILITY.
IN NO EVENT (OTHER THAN CLIENT'S ILLEGAL USE OF THE SERVICES OR PRODUCT) SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF USE OR DATA, DISCLOSURE OF THE CLIENT DATA OR INTERRUPTION OF BUSINESS, WHETHER SUCH ALLEGED DAMAGES ARE LABELED IN TORT, CONTRACT, OR INDEMNITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY CLAIMS OR CAUSES OF ACTION RELATED TO CLIENT'S ILLEGAL USE OF THE SERVICES OR PRODUCT, THE ENTIRE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT FOR ANY DAMAGES FROM ANY CAUSE WHATSOEVER, REGARDLESS OF FORM OR ACTION, WHETHER IN CONTRACT, NEGLIGENCE, OR OTHERWISE, SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE PRICE ACTUALLY PAID FOR THE PRODUCT AND SERVICES DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM AND (IN THE CASE OF DELINQUENCIES BY THE CLIENT) DUE FOR THE PRODUCT AND SERVICES; PROVIDED THAT AN INDEMNIFYING PARTY REGARDING INFRINGEMENT CLAIMS (ITEM (ii) ONLY) UNDER SECTION 21 BELOW SHALL BE RESPONSIBLE FOR PAYMENT OF ALL DAMAGES (AS DEFINED IN SUCH SECTION) REQUIRED TO BE PAID UNDER SUCH INDEMNIFICATION.
INTERNET USAGE.
THE SERVICES PROVIDED BY Newdea AND USE OF THE PRODUCT BY CLIENT MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS RELATED TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CLIENT IS RESPONSIBLE FOR OBTAINING ACCESS TO THE SERVICES, Newdea SYSTEM, AND PRODUCT, WHICH MAY INVOLVE THE USE OF THIRD PARTIES AND CERTAIN COMPUTER AND COMMUNICATION EQUIPMENT. Newdea IS NOT RESPONSIBLE FOR THE PAYMENT OF ANY THIRD PARTY FEES, THE PURCHASE OF ANY EQUIPMENT OR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE WHICH MAY RESULT FROM PROBLEMS RELATED TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
Indemnification.
Subject in cases (i) and (iii) to the limitations of liability set forth above, Client and Newdea agree to indemnify and hold harmless the other party and its subsidiaries, affiliates, officers, directors, employees, attorneys, and agents from and against any and all actual and direct costs, claims, damages, liability, losses and expenses ("Damages"), arising out of or in connection with a third party claim arising specifically from (i) a violation of the indemnifying party's representations contained in this Agreement, (ii) a violation by the indemnifying party of the intellectual property rights of such third party, or (iii) a breach by the indemnifying party of this Agreement. In order to take advantage of the indemnification provided by this section, the party claiming indemnification must promptly give written notice to the other party upon becoming aware of the third party claim, provide all available information and assistance to the other party, and allow the other party to control the defense and settlement of the claim. Newdea shall have no indemnification obligation under this section and Client shall indemnify Newdea from any claims of infringement arising from the combination of the Product or Services with any of Client's systems, software, hardware or processes.
General Provisions.
This Agreement shall be governed by the laws of the State of Colorado without reference to the conflicts of law principles thereof. Each party agrees that, unless otherwise required in order to comply with deadlines under the law, it will not file action or institute legal proceedings with respect to any dispute controversy or claim arising out of, relating to, or in connection with, this Agreement, until (i) it has given the other party written notice of its grievance and the other party has failed to provide a prompt and effective remedy, and (ii) it has requested that senior executives for both parties meet and discuss the matter in order to consider informal and amicable means of resolution and either such meeting failed to occur within thirty (30) days after such request or the meeting did not produce a mutually satisfactory resolution of the matter. Newdea and Client consent that any legal action relating to this Agreement shall be brought only in the Colorado District Courts for El Paso County or in the federal courts located in Denver, Colorado and expressly consent and submit to the personal jurisdiction of such courts and hereby waive, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any proceeding in such courts. A waiver by Newdea of any provision of this Agreement on any occasion shall not constitute a waiver of such provision on any succeeding occasion. If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid or unenforceable, such provisions are, to the extent necessary, deemed omitted from this Agreement without impacting the validity of the remainder of this Agreement. Unless stated otherwise, all remedies available under this Agreement (other than the limitations on liability set forth in Section 19, which shall control the full extent of liability in any case) shall be cumulative and in addition to and not in lieu of any other remedies available at law, in equity or otherwise. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous negotiations, discussions, or agreements.
Glossary.
Unless the context clearly requires otherwise, or unless otherwise defined in the Agreement for purposes of a specific reference, capitalized terms appearing in the Agreement shall have the following meaning:
"Additional Services" shall mean customization of the Product, the Materials, the Services, or the Newdea System; deployment; training; or other consulting or professional services.
"Agreement" shall collectively mean these Client Terms of Use, the License Agreement, each Work Order(s) if applicable, and the appendices and exhibits to them, as they may be updated by Newdea from time to time in its sole discretion.
"Business Day" shall mean each day on which banks in the State of Colorado are generally open for business, between the hours of 8:00 am and 5:00 pm Mountain Time.
"Client" shall mean the non-profit organization identified in the License Agreement in the space entitled "Client Name."
"Client Data" shall mean the information and data, in whatever form, that is entered into the Product by Client, representatives of Client, or others on behalf of Client.
"Code" shall mean computer-programming code. "Code" may consist of "Object Code" or "Source Code" and, if not otherwise specified, Code shall include both Object Code and Source Code. "Object Code" shall mean the machine-readable form of a program. "Source Code" shall mean the human readable form of the Code and related system documentation, including all comments and any procedural code such as job control language.
"Development Tool" shall mean any device, programming, documentation, media, and other Materials, including compilers, "workbenches," programming tools, and higher-level or "proprietary" languages, used or required for the development, maintenance or implementation of any Code or Product.
"Documentation" shall mean user manuals and other written materials that relate to particular Code, including materials useful for design (for example, logic manuals, flow charts and principles of operation), and machine-readable text or graphic files subject to display or printout.
"Effective Date" shall mean the date identified in the License Agreement in the blank entitled "Start Date".
"Intellectual Property Rights" shall mean any rights with respect to inventions, discoveries, or improvements, including patents, patent applications and certificates of invention; trade secrets, know-how, or similar rights; semiconductor chip protection; the protection of works of authorship or expression, including copyrights and future copyright as it arises under the Work Order; and trademark, service marks, logos, and trade dress; and similar rights under any laws or international conventions throughout the world, including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce and obtain damages.
"Materials" shall mean Code, Documentation and any similar items exchanged between the parties pursuant to this Agreement.
"Newdea" shall mean Newdea Inc., a Delaware corporation, having a principal address of 4B Inverness Ct E #110, Englewood, CO 80112-5325
"Newdea System" shall mean any Development Tool, server, security hardware, communications equipment, and all other tools and equipment used by Newdea to provide the Services.
"Product" shall mean the programming, technology, device or output, including interim and final versions thereof or versions or output used or incorporated in later output and any development level Materials, resulting form performance of the tasks provided in a Work Order, including any Intellectual Property Rights which result from the performance of the services provided pursuant to a Work Order. In no event shall the Materials or any related Intellectual Property Rights be considered Work Product as a result of their delivery by Newdea, in whole or in part, in any Product, the Services or access to the Newdea System, and the parties' agreement concerning the license of such Product, Services and Newdea System shall not alter or affect the rights and obligations of the parties with respect to such Materials, including any related Intellectual Property Rights.
"Services" shall mean Client's use of the Product, access to the Newdea System, hosting services for the Client Data, and maintenance of the Product.
"Work Order" shall mean any written request for Additional Services made by the Client and agreed to in writing by Newdea. The purpose of a Work Order is to identify the services, functions, equipment, facilities, and other resources to be provided by each party in order for the tasks specified in the Work Order to be performed.
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