Complete 'Section 3. DEVELOPMENT AND IMPLEMENTAT ... ' for this contract: Source: EHAVE, INC., 20-F, 5/15/2019
"Authentication ID" means a security mechanism by which an Authorized User identifies herself or himself to the Ehave Companion Solution and gains access thereto, which security mechanism may include user identification, passwords, digital certificates or any other similar process mechanism for authentication and recognition as determined by Ehave from time to time. "Authorized User" means an individual who an End User has authorized to access and use CHT's services, which includes the use of the Ehave Companion Solution. "Business Day" means any calendar day except for Saturday or Sunday or any statutory holiday observed in the Province of Ontario. "CHT Developments" has the meaning ascribed to it in Section 4(a). "CHT Indemnified Parties" has the meaning ascribed to it on Section 16(a). "CHT Marks" means the names, trademarks, trade names, service marks, designs and logos of CHT. "Claim" has the meaning ascribed to it in Section 16(a). "Competitive Transaction" has the meaning ascribed to it in Section 2(d). "Confidential Information" means this Agreement, the Ehave Companion Solution, End User Data and all ideas, designs, business models, databases, drawings, documents, diagrams, formulas, test data, marketing, financial or personnel data, sales information, customer or supplier information, including information provided by such customers or suppliers, or any other information already furnished and to be furnished or made available by one Party to the other, whether in oral, written, graphic or electronic form including any such information exchanged during informational sessions designated as confidential, including, without limitation, information concerning a Party's actual and potential customers and other Intellectual Property Rights of such Party, provided, however, that Confidential Information shall not include any data or information: (i) that, at the time of disclosure, is in or, after disclosure, becomes part of the public domain, through no act or failure on the part of the receiving Party, whether through breach of this Agreement or otherwise; (ii) that, prior to disclosure by the disclosing Party, was already in the possession of the receiving Party, as evidenced by written records kept by the receiving Party in the ordinary course of its business, or as evidenced by proof of actual prior use by the receiving Party; (iii) independently developed by the receiving Party, by Persons having no direct or indirect access to the disclosing Party's Confidential Information provided that the receiving Party provides clear and convincing evidence of such independent development; (iv) which, subsequent to disclosure, is obtained from a third Person: (A) who is lawfully in possession of such information; (B) who is not in violation of any contractual, legal, or fiduciary obligation to either Party, as applicable, with respect to such information; and (C) who does not prohibit either Party from disclosing such information to others; or (v) is further disclosed with the prior written consent of the disclosing Party, but only to the extent of such consent. "Effective Date" means the date first written above. "Ehave Companion Solution" means the Ehave Platform, as modified, adapted and customized, as provided herein, the specifications of which are set out in Schedule "1".
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Source: EHAVE, INC., 20-F, 5/15/2019
"Ehave Platform" means the Software, Ehave Server and such devices and peripherals physically located with the Ehave Server, including all computer hardware, software, network elements, and electrical and telecommunications infrastructure located behind the Point of Access. "Ehave Server" means that computer server located at Ehave's premises, or a third party provider of hosting and/or network services, that houses the Software. "End User" means CHT's customers who have entered into a subscription agreement with CHT for CHT services, which services include the use of the Ehave Companion Solution. "End User Data" means collectively any data, files, documentation or other information (including personal information) that an End User or any of its Authorized Users may: (i) upload to the Ehave Companion Solution; and/or (ii) have processed through the use of the Ehave Companion Solution, and includes any data or output resulting from or derived from such use. "Escrow Agent" has the meaning ascribed thereto in Section 12(a). "Escrow Agreement" has the meaning ascribed thereto in Section 12(a). "Field of Use" means indications and outcomes related to any companion and other animals. "Governmental Authority" means any domestic, foreign or supranational government, whether federal, provincial, state, territorial or municipal; and any governmental agency, ministry, department, tribunal, commission, bureau, board or other instrumentality, including international institutions, exercising or purporting to exercise legislative, judicial, regulatory or administrative functions of, or pertaining to, government. "Implementation Plan" has the meaning ascribed to it in Section 3(a). "Intellectual Property" means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including without limitation, ideas, formulae, algorithms, concepts, techniques, processes, procedures, approaches, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, software (including its source code), tools, products knowledge, know-how, including without limitation, trade secrets, and other materials or things. "Intellectual Property Rights" means (a) any and all proprietary rights anywhere in the world provided under (i) patent law; (ii) copyright law, including moral rights; (iii) trademark law; (iv) design patent or industrial design law; (v) semiconductor chip or mask work law; (vi) trade secret law; (vii) privacy law; or (viii) any other statutory provision or common law principle applicable to this Agreement which may provide a right in either (A) Intellectual Property; or (B) the expression or use of Intellectual Property; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing. "Objectionable Content" means content that infringes any Applicable Laws or third party rights, and content which is obscene, indecent, pornographic, seditious, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous, misleading, deceptive or in breach of any person's Intellectual Property Rights. "Party" means either Ehave or CHT; and "Parties" means both of them. "Person" means any individual, estate, sole proprietorship, firm, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, limited liability company, corporation, body corporate, trustee, trust, Governmental Authority or other entity or organization and includes any successor to any of the foregoing.
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Source: EHAVE, INC., 20-F, 5/15/2019
"Point of Access" means Ehave's, or its subcontractor's, border router, which is used to establish connectivity from the Ehave Platform to Ehave's, or its subcontractor's, Internet provider, or the public Internet. "Royalties" means the fees, charges and other amounts to be paid by CHT to Ehave for the rights granted hereunder and which amounts are set out in Schedule "6". "Security Requirements" means those safeguards and controls set out in Schedule "5". "Software" means Ehave's proprietary patient and data management software and any related documentation, as modified for use in the animal (including companion animal) and veterinary industry. "Source Code" means the human-readable form of a computer instruction, including, but not limited to, related system documentation, flow charts, all comments and any procedural code and a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in the programming language in which the Software was written to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions, and other derivative works and improvements of, and to develop computer programs compatible with, the Software. "Specifications" has the meaning ascribed to it in Section 3(a)."Subscription Agreement" has the meaning ascribed to it in Section 5(b). "Term" has the meaning ascribed to it in Section 9. "Territory" means any jurisdiction in the World where the use of the Ehave Companion Solution for the intended purpose herein is permitted under Applicable Law. "Transition out Period" has the meaning ascribed to it in Section 10(f). "Transition-out Services" has the meaning ascribed to it in Section 10(f). "Virus" means a piece of code usually (but not necessarily) disguised as something else that causes some unexpected and, for the victim, usually undesirable, event and which is designed so that it may automatically spread to other computer users; the term 'Virus' will also be deemed to include worms, cancelbots, trojan horses, harmful contaminants (whether self-replicating or not) and nuisance causing or otherwise harmful applets. (b) Headings; Extended Meanings The division of this Agreement into articles, sections, schedules and other subdivisions, and the inclusion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The headings in the Agreement are not intended to be full or precise descriptions of the text to which they refer. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement. The word "including" or "include(s)" means "including without limitation" or "include(s) without limitation". (c) Currency Unless otherwise specified, all references to monetary amounts, including the symbol "$", are in respect of Canadian currency.
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Source: EHAVE, INC., 20-F, 5/15/2019