Insights SaaS Terms

(Date of Last Revision: January 1, 2026)

This Agreement sets forth the terms and conditions under which tekVizion (“Provider”) will license certain hosted “software as a service” and provide continuous validation for use of such software. as further set forth.
In consideration of the mutual covenants and representations set forth in this Agreement, the parties agree as follows:

1. The Services.

1.1 Access. Provider hereby grants Customer, during the Term, a limited, revocable, nontransferable and non-exclusive license for Customer and its Authorized Users (as hereinafter defined) to use the Services solely for Customer’s internal branding, third party licenses of intellectual property, royalty reporting and collection, and intellectual property management purposes consistent with the terms and conditions of this Agreement.

1.2 Authorized Users. Unless otherwise limited in the Service Description, Customer and any of its employees, agents, contractors, licensees, partners, sponsors or suppliers of services that have a need to use the Services for the benefit of Customer and that are identified by Customer to Provider as authorized users shall have the right to use the Services (the “Authorized Users”). As a part of the Services, Provider shall be responsible for assigning and managing unique logon identifiers and passwords. As part of the terms of use of the Services, Authorized Users will agree: (a) not disclose user’s logon identifier to any third-party person or entity; (b) not permit any other third-party person or entity to use user’s logon identifier and (c) use the Services solely in accordance with the terms and conditions of this Agreement.

1.3 Control of Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Provider. Provider reserves the right to make upgrades and other modifications to the Services at anytime that do not significantly affect its functionality, or materially disrupt or negatively impact Customer’s use of the Services. In the event Provider reasonably believes that any such modification could materially adversely affect Customer, Provider agrees to notify Customer of such planned modification in advance.

1.4 Time of Provider Performance of Services. For the term of the applicable Provider shall provide the Services subject to the applicable Service Windows and in accordance with the applicable Application Uptime, each as described in the Service Description.

1.5 Backup and Recovery of Customer Data. As a part of the Services, Provider is responsible for maintaining a backup of Customer Data (as defined in Section 3.4), for an orderly and timely recovery of such data in the event that the Services may be interrupted. Unless otherwise described in the Service Description, Provider shall maintain a contemporaneous backup of Customer Data that can be recovered within twenty-four (24) hours at any point in time. Upon request by Customer at any time (but no more than two times per contract year), Provider must promptly deliver to Customer or its designee the Customer Data in CSV or such other standard format as reasonably requested.

1.6 Viruses. Provider will use its commercially reasonable efforts to ensure that no computer viruses, malware, or similar items are introduced into Customer’s computer and network environment while performing the Services.

1.7 Subcontracting. Provider must obligate its subcontractors to be bound by and adhere to the terms and conditions of this Agreement. Notwithstanding the permitted subcontracting of Services, Provider will remain primarily liable for all of its obligations under this Agreement, and for the acts and omissions of all Provider personnel in connect with the performance of Services or provision of Software.

2. Responsibilities of Client.

2.1 Provider Services. With respect to the Services, Customer and Authorized Users shall be solely responsible for (a) their use and operation, and the connection or interface, between the Services and any Customer computer hardware or peripherals; (b) the results obtained therefrom; (c) promptly notifying Provider of any problems or failures of the Services to perform; and (d) designating at least one qualified and capable full-time employee (who may also be a Customer contact) to serve as Customer’s main point of contact with Provider for all purposes with respect to the Services.

2.2 Third Party Equipment and Telecommunications Facilities. Customer and Authorized Users, at their expense, shall license or obtain third party telecommunication services necessary to access the Services.

2.3 Restrictions. Each of Customer and the Authorized Users agree, that except as expressly permitted herein, it will not itself, or through any agent or other third party: (a) sell, rent, lease, license, sublicense, pledge, or encumber its rights under this Agreement or the Services, or any part thereof, to any third party; (b) assign, distribute, transfer, furnish or otherwise disclose or make available the Services, or any part thereof, to any third party; (c) modify, add to, decompile, disassemble, or reverse engineer the Services, in whole or in part, or attempt to do so; (d) write or develop any derivative software or any other software program based upon the Services or any Confidential Information of Provider; (e) engage in spamming, mailbombing, spoofing or other fraudulent, illegal or unauthorized use of the Services; (f) introduce into or transmit through the Services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; or (g) use the Services or any part thereof after the Term of this Agreement.

3. Proprietary Rights.

3.1 Pre-existing Materials. Customer acknowledges that, in the course of performing the Services, Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Provider (collectively, the “Pre-existing Materials”) and the same shall remain the sole and exclusive property of Provider.

3.2 Customizations. Customer acknowledges that all feature requests, customizations, and improvements to the Services, (“Customizations”) shall be and remain the sole and exclusive property of Provider provided that any Customer Confidential Information included in a customization shall remain the exclusive property of Customer.

3.3 Intellectual Property of Customer. Notwithstanding anything herein to the contrary, Provider acknowledges that the Customer is the exclusive owner of all of its trademarks, designs, logos, symbols, copyrights and other proprietary designations and rights associated with the files provided by Customer for use with the Services (“Customer IP”).

3.4 Customer Data. For purposes of this Agreement, “Customer Data” means all information provided by Customer or its Authorized Users that relates to or is generated through the provisioning, configuration, or use of the voice telephony services, including but not limited to user account details, call records, routing data, contact directories, configuration files, company names, addresses, billing information, purchase records, reports, and analyses generated through the Software using Customer or Authorized User provided information, as well as any artwork, designs, and logos submitted or distributed through the Services. All such Customer Data, and any derivatives thereof, contained in any Provider repository, whether existing as of the Effective Date or compiled thereafter, shall remain the sole and exclusive property of Customer.

Customer shall be entitled, upon termination of this Agreement, to receive an export of Customer Data in a digital format readable by most contemporary computers, without charge. Provider is granted a limited, non-exclusive license to use Customer Data solely for the purpose of delivering and supporting the voice telephony Services, including the rights to store, record, transmit, maintain, and display Customer Data only as necessary to provide such Services. Notwithstanding anything herein to the contrary, Customer acknowledges that company names independently provided by another Provider customer are not considered Customer Data; however, the inclusion of such names within Customer Data shall continue to be treated as Confidential Information.

3.5 Data of Provider. All data regarding usage, browsing history, and other system-generated data, including but not limited to IP addresses of visitors, HTTP logs, submission logs, account activity logs, and error logs (the “Metrics Data”), shall be and remain the sole and exclusive property of Provider. Provider agrees not to use the Metrics Data in order to identify and contact Customer employees, licensees, customers, or any other parties whose history is included solely in the Customer Metrics Data other than in the performance of Services hereunder and shall not use the Metrics Data other than in an aggregated and de-identified form in connection with internal analyses or when sharing the Metrics Data with third parties.

3.6 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect the Confidential Information, Customizations, Pre-existing Materials, Customer IP, Customer Data or Metrics Data. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest in the Confidential Information, Customizations, Customer IP, Pre-existing Materials, Customer Data, or Metrics Data of the other party except as may be provided under a license specifically applicable to the same.

4. Mutual Representations and Warranties. Each of Provider and Customer represent and warrant to the other that: (a) it is a business duly organized or incorporated, validly existing and in good standing under the laws of its state of organization; (b) it has all requisite power, financial capacity and authority to execute, deliver and perform its obligations under this Agreement; and (c) the execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums and similar laws affecting creditors’ rights generally and by general equitable principles.

5. Customer Warranties. Customer represents and warrants that it has the full right, power, and authority to arrange for and authorize the performance of the Services described in any Service Description, both now and in the future. Customer further represents and warrants that all information and resources related to the provisioned voice telephony services — including but not limited to Telephone Numbers, call routing configurations, customer-provided devices, and any associated service credentials — are owned or controlled by Customer, and that Customer is legally entitled to authorize Provider to perform the voice telephony Services upon such resources. In the event Provider is unable to verify Customer’s ownership or control of any such voice telephony resources (including but not limited to provisioned data or related configurations), and Provider’s performance of the Services upon such resources results in liability to any party, Customer shall indemnify and hold harmless Provider, its corporate affiliates, business partners, and their respective employees, directors, officers, and agents from and against all liabilities, claims, damages, and reasonable attorney’s fees arising from or relating to the performance of the Services described in any Service Description.

6. Limited Provider Warranty.

(a) Provider represents and warrants that the services provided hereunder shall be performed in a professional and workmanlike manner. For any breach of the above warranty, Customer’s exclusive remedy, and Provider’s entire liability shall be to provide services to correct the deficiencies. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE, THAT ANY DEFICIENCIES, ERRORS, DEFECTS OR NONCONFORMITIES WILL BE CORRECTED, THAT THE SERVICES WILL BE UNINTERRUPTED, OR THAT THE SERVICES WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS.

(b) Provider, in conjunction with its personnel, will determine the method, details, and means of performing services for Customer. Customer acknowledges and understands that, in the course of providing the voice telephony services, Provider may receive, process, and present Customer Data — including call detail records, usage metrics, or other information generated through Customer’s telephony systems — back to Customer through reports, dashboards, or other service interfaces, solely for the purpose of delivering and supporting the Services. Customer acknowledges and agrees that Provider shall not be liable for any failure of Customer’s equipment, products, or telephony systems if such failure is associated with the provision of Provider’s Services under this Agreement.

7. Remedies for Infringement and Breach of Warranties. If Provider determines that the Services are or are likely to be the subject of a claim of infringement, or in the event of any breach of Section 9, Provider shall have the right to: (a) replace the Services with services that have substantially equivalent functionality; (b) obtain for Customer, at no additional cost to Customer, the right to continue using the Services; (c) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and are free to be delivered to and used by Customer; or (d) in the event that Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do any of the foregoing, terminate the Agreement and refund any unearned fees applicable to such Services. Provider agrees to indemnify, defend and hold Customer and its directors, officers, employees and agents (collectively, the “Indemnitees”) harmless, from and against any and all claims or allegations, losses, damages, suits, fees, judgments, costs and expenses (collectively referred to as the “Damages”), including reasonable attorneys’ fees and expenses incurred in responding to such Damages, that the Indemnitees may suffer or incur arising out of or in connection with Provider’s and any affiliate of Provider’s (including their respective directors, officers, employees and agents) negligence, willful misconduct, or breach of any representation, warranty, or other obligation under this Agreement.

8. Remedies for Third Party Infringement Claims. Provider agrees to indemnify, defend and hold the Indemnitees harmless against any and all Damages arising out of a third party claim that the Services infringe or misappropriate any patent, copyright, trade secret, trademark, or other proprietary right; provided that Customer complies with the procedures in Section 10 hereof. Provider shall have no liability with respect to a claim based on (i) the unauthorized use of the Services in conjunction with Customer or third-party data where the use with such data gave rise to the infringement claim, (ii) the unauthorized use of the Services by Indemnitees with other software or hardware, where use with such other software or hardware gave rise to such claim, or (iii) use of the Services by Indemnitees which breaches the terms of this Agreement.

THE PROVISIONS OF SECTIONS 7 AND 8 STATE THE EXCLUSIVE LIABILITY OF PROVIDER AND THE EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION WITH RESPECT TO THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT.

9. Indemnification by Customer. Customer agrees to indemnify, defend and hold harmless Provider against any and all Damages incurred by Provider as a result of claims, actions, or proceedings brought by any third party arising in connection with the unauthorized use of the Services by Customer or its Authorized Users (unless the claim is based on a matter subject to indemnification by Provider pursuant to Sections 10 and 11). Notwithstanding the foregoing, to the extent the claim involves or relates to an intellectual property right of Provider, Provider may elect to have sole control over the defense and/or settlement of such claim.

10. Indemnification Procedures. Promptly after receipt by an indemnified party hereunder of a threat of any action, or a notice of the commencement, or filing of any action against such party, the indemnified party shall give notice thereof to indemnifying party hereunder. The indemnified party shall not independently defend or respond to any such claim; provided, however, that indemnified party shall have the right, at its own expense, to monitor indemnifying party’s defense of any such claim. The indemnifying party shall have sole control of the defense and of all negotiations for settlement of such action; provided, however, that the indemnified party will have the right to pre-approve any settlement that materially affects its rights or obligations. The indemnified party shall cooperate with said defense by complying with the indemnifying party’s reasonable instructions and requests to the indemnified party in connection with said defense, all at indemnifying party’s expense.

11. Survival. Any provisions necessary to interpret the respective rights and obligations of the parties hereunder shall survive any termination or expiration of this Agreement, regardless of the cause of such termination or expiration. The following sections shall continue in full force and effect after the expiration or termination of this Agreement: Sections 3, 5, 6, 7, 8, 9 and 10.