Common use of USE of PRODUCTS, PROTECTION OF APPLICATION and CONFIDENTIAL INFORMATION Clause in Contracts

USE of PRODUCTS, PROTECTION OF APPLICATION and CONFIDENTIAL INFORMATION. 4.1 Product(s) shall be utilized only at such licensed sites as shall be designated by Licensees (or utilized in a cloud environment as designated by Licensees) and shall be used solely for the benefit of Licensees. Licensees shall not permit or provide for transfer or reproduction of the Product(s), or any portion thereof, to be placed on a computer not at the Licensee’s designated sites or under the direct control of the Licensee, by physical or electronic means, unless specifically authorized by Vendor and/or as otherwise provided in this Agreement. 4.2 The Product(s) are protected by copyright law. ▇▇▇▇▇▇ ▇▇▇▇▇▇ confirms that Vendor is the owner of the copyright in the Product(s) described in Exhibit A. Licensees shall not make or allow others to make copies or reproduction of the Product(s), or any portion thereof in any form without the prior written consent of Vendor and/or as otherwise provided in this Agreement. The unauthorized copying, distribution or disclosure of the Product(s) is prohibited and shall be considered a material breach of this Agreement. 4.3 Except as expressly stated herein, no Licensee may alter, modify, or adapt the Product(s), including but not limited to translating, reverse engineering, decompiling, disassembling, or creating derivative works, and may not take any other steps intended to produce a source language state of the Product(s) or any part thereof, without the prior written consent of Vendor. 4.4 Licensees shall be the sole owner and custodian of any information or data transmitted to, received, or manipulated by the Product(s), except as otherwise specifically set forth in this Agreement.

USE of PRODUCTS, PROTECTION OF APPLICATION and CONFIDENTIAL INFORMATION. 4.1 Product(s) shall be utilized only at such licensed sites as shall be designated by Licensees (or utilized in a cloud environment as designated by Licensees) and shall be used solely for the benefit of Licensees. Licensees shall not permit or provide for transfer or reproduction of the Product(s), or any portion thereof, to be placed on a computer not at the Licensee’s designated sites or under the direct control of the Licensee, by physical or electronic means, unless specifically authorized by Vendor and/or as otherwise provided in this Agreement. 4.2 The Product(s) are protected by copyright law. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Vendor hereby confirms that Vendor is the owner of the copyright in the Product(s) described in Exhibit A. A, as well as an authorized source or reseller for the Product(s) in the state of New York. Licensees shall not make or allow others to make copies or reproduction of the Product(s), or any portion thereof in any form without the prior written consent of Vendor and/or as otherwise provided in this Agreement. The unauthorized copying, distribution or disclosure of the Product(s) is prohibited and shall be considered a material breach of this Agreement. 4.3 Except as expressly stated herein, no Licensee may alter, modify, or adapt the Product(s), including but not limited to translating, reverse engineering, decompiling, disassembling, or creating derivative works, and may not take any other steps intended to produce a source language state of the Product(s) or any part thereof, without the prior written consent of Vendor. 4.4 Licensees shall be the sole owner and custodian of any information or data transmitted to, received, or manipulated by the Product(s), except as otherwise specifically set forth in this Agreement.

USE of PRODUCTS, PROTECTION OF APPLICATION and CONFIDENTIAL INFORMATION. 4.1 Product(s) shall be utilized only at such licensed sites as shall be designated by Licensees (or utilized in a cloud environment as hosted by Vendor with license accounts to the designated by Licensees) Participating Educational Agency identified in the applicable Order Form, and shall be used solely for the benefit of the applicable Licensees. Licensees shall not permit or provide for transfer or reproduction of the Product(s), or any portion thereof, to be placed on a computer not at the Licensee’s designated sites or under the direct control of the Licensee, by physical or electronic means, unless specifically authorized by Vendor and/or as otherwise provided in this Agreement. 4.2 The Product(s) are protected by copyright law. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Vendor hereby confirms that Vendor is the owner of the copyright in the Product(s) described in Exhibit A. A, as well as an authorized source or reseller for the Product(s) in the state of New York. Licensees shall not make or allow others to make copies or reproduction of the Product(s), or any portion thereof in any form without the prior written consent of Vendor and/or as otherwise provided in this Agreement. The unauthorized copying, distribution or disclosure of the Product(s) is prohibited and shall be considered a material breach of this Agreement. 4.3 Except as expressly stated herein, no Licensee may may, or knowingly permit others to, alter, modify, or adapt the Product(s), including but not limited to translating, reverse engineering, decompiling, disassembling, or creating derivative works, and may not take any other steps intended to derive or produce a the source code or language state of the Product(s) or any part thereof, or access or use the Product or any component thereof for any purpose other than the literacy instruction of Authorized End Users according to the terms hereof, without the prior written consent of Vendor. Licensee may not, and may not permit others to, directly or indirectly sell, rent, lease, loan, or timeshare the Product, or sublicense the Product except to is Authorized End Users as provided hereunder. 4.4 Licensees The Licensee shall be the sole owner and custodian of any information or data data, including but not limited to any Student Data as defined herein, transmitted to, received, or manipulated by the Product(s), and associated with Product accounts and services purchased under this Agreement, except as otherwise specifically set forth in this Agreement. For clarity, the applicable district-designated account administrator(s) for each purchasing district’s Product account, which account administrator may be a BOCES personnel, if and as determined, designated and assigned to such account administrator role and privilege by the applicable district, will serve as primary point(s) of contact to Vendor with respect to that district’s Product account, with authority to instruct and/or authorize Vendor with respect to Protected Data and other actions associated with the district’s Product account.