Software and Technology. (i) To the knowledge of Vendors, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, the computer and data processing systems, facilities and services used by either Purchased Corporation are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of either Purchased Corporation has been disclosed to a third party ("Self-Help Code or Unauthorized Code"). (ii) Section 3.1(v) of the Vendors’ Disclosure Letter sets forth a list of all Software owned by a Purchased Corporation and used by either Purchased Corporation in the Business ("Corporation Software") and all third-party Software contained or embedded in the Corporation Software and a list of all material third-party Software used in the Business. Except as set out in Section 3.1(v) of the Vendors’ Disclosure Letter, none of the Corporation Software incorporates or is comprised of or distributed with any Publicly Available Software in a manner which (i) requires the distribution of source code in connection with the distribution of such software in object code form; (ii) materially limits either Purchased Corporation's freedom to seek full compensation in connection with marketing, licensing, and distributing such applications; or (iii) allows a user to have the right to decompile, disassemble or otherwise reverse engineer the software by its terms and not by operation of applicable Law. Except as set forth in Section 3.1(v) of the Vendors’ Disclosure Letter, at least one of the Purchased Corporations is in actual possession and control of the applicable source code, object code, code writes, notes, documentation, programmers' notes, source code annotations, user manuals and know-how to the extent required for use, distribution, development, enhancement, maintenance and support of each item of material Corporation Software, subject to any licenses granted to third parties therein. Except as set forth in Section 3.1(v)of the Vendors’ Disclosure Letter, to the knowledge of the Vendors, the Corporation Software does not contain any Self-Help Code or Unauthorized Code.
Appears in 1 contract
Sources: Share Purchase Agreement
Software and Technology. (i) To the knowledge of Vendors, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, the computer and data processing systems, facilities and services used by either Purchased Corporation are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of either Purchased Corporation has been disclosed to a third party ("Self-Help Code or Unauthorized Code").
(iiSchedule 3.1(z) Section 3.1(v) of the Vendors’ Disclosure Letter sets forth a list of all Software owned by a Purchased either Corporation and used by either Purchased Corporation in the Business Businesses ("“Corporation Software"”) and including all third-party Software contained or embedded in the Corporation Software and a list of all material third-party Software (not contained or embedded in Corporation Software) used in the BusinessBusinesses. Such Corporation Software does not contain any undisclosed program routine, device or other feature, including viruses, worms, bugs, time locks, Trojan horses or back doors, in each case that is designed to delete, disable, impair, modify, disrupt, cause unauthorize access to, deactivate, interfere with or otherwise harm such Software, data, hardware, or other materials wherein any trade secrets or proprietary information of the Corporations reside (“Self-Help Code or Unauthorized Code”).
(ii) All copies of any Software distributed in connection with the Businesses have been distributed solely in object code form. There has been no disclosure of such Software other than through licensing of object code versions. Each copy so distributed is the subject of a valid, existing and enforceable license agreement. All of the Software distributed in connection with the Businesses operates in all material respects within its specifications without error or material defect.
(iii) Except as set out in Section 3.1(v) of the Vendors’ Disclosure LetterSchedule 3.1(z), none of the Corporation Software incorporates or is comprised of or distributed with any Publicly Available Software in a manner which (i) requires the distribution of source code in connection with the distribution of such software in object code form; (ii) materially limits either Purchased Corporation's ’s freedom to seek full compensation in connection with marketing, licensing, and distributing such applications; or (iii) allows a user to have the right to decompile, disassemble or otherwise reverse engineer the software by its terms and not by operation of applicable Law. Except as set forth in Section 3.1(v) of the Vendors’ Disclosure Letter, at At least one of the Purchased Corporations is in actual possession and control of the applicable source code, object code, code writes, notes, documentation, programmers' notes, source code annotations, user manuals and know-how to the extent required for use, distribution, development, enhancement, maintenance and support of each item of material Corporation Software;
(iv) Schedule 3.1(u) sets out any applicable Internet hosting Contract including the term of the Contract, subject associated costs, corporate information of the host and amount of bandwidth to any licenses granted to third parties therein. Except as set forth in Section 3.1(v)of which the Vendors’ Disclosure Letter, server is connected to the knowledge Internet. Each Corporation’s websites contain all legal disclaimers and privacy policies that, in accordance with industry practice, are customarily contained on websites similar to such Corporation’s websites.
(v) Each Corporation has in place cybersecurity measures and policies that are consistent with current standards and practices of a reasonably prudent business operating in a similar industry and that such measures and policies reasonably safeguards proper access to and the security of, the data of the VendorsCorporations. In the past 2 years, there has not been any material interruption in the operations of the Corporations or any loss or unauthorized disclosure of any data of any of the Corporations.
(vi) Schedule 3.1(z) contains a complete list of all material Software development, or other technology related projects of either Corporation Software does not contain any Self-Help Code that are in progress or Unauthorized Codeare contemplated to be in progress prior to closing.
Appears in 1 contract
Sources: Share Purchase Agreement
Software and Technology. (i) To the knowledge of Vendorsthe Corporation, except as would not, individually or in the aggregate, reasonably be expected to have cause a Material Adverse Change, the computer and data processing systems, facilities and services used by either Purchased any Coinsquare Corporation are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of either Purchased any Coinsquare Corporation has been disclosed to a third party ("“Self-Help Code or Unauthorized Code"”).
(ii) Section 3.1(v) of the Vendors’ Disclosure Letter sets forth a list of all Software owned by a Purchased Corporation and used by either Purchased Corporation in the Business ("Corporation Software") and all third-party Software contained or embedded in the Corporation Software and a list of all material third-party Software used in the Business. Except as set out in Section 3.1(v4.1(bb) of the Vendors’ Disclosure Letter, none of the Corporation Software incorporates or is comprised of or distributed with any Publicly Available Software in a manner which (iA) requires the distribution of source code in connection with the distribution of such software in object code form; (iiB) materially limits either Purchased any Coinsquare Corporation's ’s freedom to seek full compensation in connection with marketing, licensing, and distributing such applications; or (iiiC) allows a user to have the right to decompile, disassemble or otherwise reverse engineer the software by its terms and not by operation of applicable Law. Except as set forth in Section 3.1(v) of the Vendors’ Disclosure Letter, at At least one of the Purchased Coinsquare Corporations is in actual possession and control of the applicable source code, object code, code writes, notes, documentation, programmers' ’ notes, source code annotations, user manuals and know-how to the extent required for use, distribution, development, enhancement, maintenance and support of each item of material Corporation Software, subject to any licenses granted to third parties therein. Except as set forth in Section 3.1(v)of the Vendors’ Disclosure Letter, to To the knowledge of the VendorsCorporation, the Corporation Software does not contain any Self-Help Code or Unauthorized Code.
(iii) Except as set forth in Section 4.1(bb) of the Disclosure Letter, no Coinsquare Corporation has disclosed Corporation Software source code to any other Person, except in connection with (A) a source code escrow agreement in which release of the Corporation Software source code is generally limited to the following contingencies: (1) a Coinsquare Corporation ceases to support the relevant software as required by the relevant license agreement, (2) a Coinsquare Corporation fails adequately to maintain service levels established in the relevant license agreement, or (3) a Coinsquare Corporation ceases to conduct the relevant business, becomes insolvent or enters into bankruptcy; or (B) a non-exclusive license of Corporation Software source code to clients. Such disclosures of source code have only been made pursuant to written confidentiality terms that reasonably protect the applicable Coinsquare Corporation’s rights in the Corporation Software.
(iv) Each Coinsquare Corporation has in place cybersecurity measures and policies that are consistent with current needs of the Business, and that such measures and policies reasonably safeguards proper access to and the security of, the data of the Coinsquare Corporations. To the knowledge of the Corporation, except as set out in Section 4.1(bb) of the Disclosure Letter, there is no deficiency in any Coinsquare Corporation’s cybersecurity measures or policies that could reasonably be expected to result in a loss of data or a breach of security of any Coinsquare Corporation in any material respect.
(v) Section 4.1(bb) of the Disclosure Letter sets out (A) any written complaint relating to an improper use or disclosure of any information involving any Coinsquare Corporation; and (B) any breaches in the information security, cybersecurity or similar systems in respect of any Coinsquare Corporation in the past five (5) years, and in each case, the remedial action, if any taken by the applicable Coinsquare Corporation.
Appears in 1 contract
Sources: Investment Agreement (Mogo Inc.)