End User Agreement
The Client End User License Agreement must contain provisions substantially similar to the following provisions:
a. States that the license to access and use "XOGO Service" is non-exclusive, royalty-free, and non-assignable, non-transferable and that "XOGO Service" and Documentation is solely for the client’s internal use and not for use on behalf of any other entity.
b. Prohibits the client from making any modifications to or derivatives of the "XOGO Service" or Documentation, including the removal of any copyright or other proprietary rights notices.
c. Prohibits the client from disassembling or otherwise reverse engineering the "XOGO Service", except as may be specifically authorized by law.
d. Prohibits the client from providing copies of the "XOGO Service" or Documentation to third parties, or making "XOGO Service" or Documentation accessible to third parties.
e. Prohibits the client from making copies of the "XOGO Service" or Documentation except for archival and backup copies authorized by the End User License Agreement.
f. Requires the client to treat the "XOGO Service" and Documentation in a confidential manner and to use the client’s reasonable commercial efforts to prevent disclosure of the contents of the "XOGO Service" and Documentation to third parties.
g. States that the client must ensure that anyone who has authorized access to the "XOGO Service" complies with the provisions of the End User License Agreement.
h. To the extent possible, add a limitation of Channel Partner and its supplier’s liability.
i. States that the End User License Agreement will be terminated in the event the end user violates its terms and conditions and fails to cure such violation within the applicable period of time as stated in the End User License Agreement or in the event that the agreement between Channel Partner and XOGO is terminated.
j. States that XOGO is a specific third-party beneficiary of the End User License Agreement to the extent necessary to allow XOGO to take all equitable and legal action as a contract party against either or both of the client and Channel Partner in order to protect all of XOGO’s Intellectual Property to the fullest extent under the law.
k. Requires the client to agree that all data transferred or submitted to the "XOGO Service" be accurate, free of material errors and transferred at such times as shall be prescribed by Channel Partner from XOGO from time to time.
l. Requires the end user to agree to use its best efforts to ensure that no programming devices such as viruses, worms or other forms of computer sabotage (collectively, “Viruses”) are placed within the "XOGO Service" by such client or any of its users which would disrupt use of the "XOGO Service", would destroy, alter or damage data or make data inaccessible or delayed, or would permit any unauthorized personnel to access the "XOGO Service".