Subject to the terms, conditions, and restrictions stated in this Optimize Terms of Service (these “Terms of Service”) and each Statement of Work signed by the parties (each an “SOW”), Optimize shall provide Customer and its authorized users with web-based access to a virtual environment platform that includes the features and functionality specified in the SOW (the “Software Services”) and with migration, integration, configuration, testing, consulting and other services related to the Software Services and described in the SOW (the “Professional Services”). The Software Services, as implemented in accordance with the Professional Services, is referred to below as the “Virtual Environment Platform.” These Terms of Service and the SOW are referred to collectively as the “Agreement” below.
Subject to the terms, conditions, and restrictions stated in these Terms of Service and the SOW, Optimize hereby grants to Customer a non-exclusive license to use the Virtual Environment Platform for its internal business purposes. The license continues for the Term of the SOW, but is automatically terminated by a termination of the SOW prior to expiration. The license is non-transferable except as part of an assignment of an SOW as permitted by these Terms of Service. The license is worldwide, subject to applicable export laws. The license is conditional on Customer’s payment of the Fees. Except for the licenses expressly stated in this Section, Optimize retains all right, title and interest in and to the Virtual Environment Platform and related rights in intellectual property, including all related patents, patent applications, copyrights, trademarks, service marks, trade names, domain name rights, know-how, and trade secret rights.
2. License Restrictions. Customer shall not, and shall not knowingly allow any third party to: (i) copy, use, or mirror for use all or any part of the Virtual Environment Platform on any site or system other than the Optimize service environment, (ii) modify, translate, or otherwise create derivative works of the Virtual Environment Platform, except customizations of the visual elements templates made by means of the customization features of the Virtual Environment Platform and used on the Virtual Environment Platform, (iii) disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code of the Virtual Environment Platform, except and only to the extent that such activities are expressly permitted by applicable law notwithstanding this limitation, or (iv) distribute, sublicense, lease, resell or otherwise transfer rights to the Virtual Environment Platform to a third party.
3. Optimize Trademark(s). Customer consents to the display of the Optimize name and “powered by Optimize” inside the Virtual Environment Platform during events and agrees that any goodwill arising from the use of Optimize’ trademarks inures exclusively to the benefit of Optimize.