Ownership

• Ownership Customer is agreeing to a Software as a Service subscription. Under this subscription, Customer will retain no ownership of the digital platform or digital assets (e.g. training contents, resources, videos, webinars, recorded transactions) hosted on the platform, that were not furnished by the Customer. The platform and/or all digital assets within the platform will remain the property of ASHLIN and its partners. Customer will retain rights to its proprietary content that it has designed and developed and made available to be hosted on the ASHLIN customized data visualization platform.

Additionally, the Customer maintains ownership of all data presented on the ASHLIN customized data visualization platform.

• Proprietary Information/Intellectual Property Notwithstanding Section 1 .1, ASHLIN reserves all rights in and to all proprietary works of authorship created, developed, or purchased by ASHLIN (or any third party under contract to ASHLIN) that have not been created specifically for Customer and/or have general applicability to ASHLIN’s business, whether they were created prior to or during the term of this Agreement, including without limitation, software, methodologies, templates, flowcharts, architecture designs, tools, specifications, drawings, sketches, models, samples, code, records, and documentation, as well as copyrights, trademarks, service marks, ideas, concepts, know-how, techniques, knowledge, or data, and any derivatives thereof (collectively, “ASHLIN Information”). ASHLIN Information and ASHLIN’s administrative communications, records, files, and working papers relating to the Services shall remain the sole and exclusive property of ASHLIN.
• Limited License to Use WHEREAS, ASHLIN owns and uses the “ASHLIN customized data visualization platform” (“Compass BI”) (as defined below); and WHEREAS, ASHLIN and the Customer now desire to enter into this Agreement to grant the Customer a LIMITED nonexclusive, nontransferable usage license to use Compass BI as specified herein. NOW THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, ASHLIN and the Customer agree as follows:

Use Non-Exclusive License. ASHLIN grants to the Customer, and accepts, for the Term (as defined in the SOW), a LIMITED, nonexclusive, nontransferable license to use the Compass BI which includes access to and use of all content hosted on the platform, per the Plan selected by the Customer for training of the Customer staff. The license granted herein is subject to Customer’s strict adherence to the terms and conditions of this Agreement.  Further, Customer is not to attempt to disaggregate, reverse engineer, deconstruct or copy any elements, proprietary or non-proprietary, comprising the customized data visualization platform solution being provided by ASHLIN.

Customer acknowledges that license fee structure is based number of active user licenses being granted to Customers. Customer does agree to participate in and provide accurate information for annual Customer questionnaire in order to provide updates changes to registered users and training requirements.

• Third-Party Software To the extent that the ASHLIN customized data visualization platform contains Third-Party Products add-on products, ASHLIN will identify such Third-Party Products. Customer shall be responsible for complying with the applicable Third-Party license agreement or other terms as set forth in the Sales Order.