Proprietary License

PROPRIETARY SOFTWARE AND LICENSE. The ProfileMe Software is the valuable, confidential, and proprietary property of ProfileMe. ProfileMe shall retain exclusive title to this property, and all modifications, implementations, derivative works, upgrades, productizations and subsequent releases, both during the term and after the termination of this Agreement. To the extent that SUBSCRIBER in any way contributes to the further development of the ProfileMe Software, SUBSCRIBER hereby irrevocably assigns and/or agrees to assign all rights in any such contributions or further developments to ProfileMe. Without limitation, SUBSCRIBER acknowledges and agrees that all patent rights, copyrights and trade secret rights in and to the ProfileMe Software shall remain the exclusive property of ProfileMe at all times, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SUBSCRIBER SHALL NOT, IN WHOLE OR IN PART, AT ANY TIME DURING THE TERM OF OR AFTER THE TERMINATION OF THIS AGREEMENT: (i) SELL, ASSIGN, LEASE, DISTRIBUTE, OR OTHER WISE TRANSFER THE ProfileMe SOFTWARE TO ANY THIRD PARTY; (ii) COPY OR REPRODUCE THE ProfileMe SOFTWARE IN ANY MANNER; (iii) DISCLOSE THE ProfileMe SOFTWARE TO ANY PARTY, EXCEPT TO SUBSCRIBER'S EMPLOYEES AND CONTRACTORS WHO REQUIRE ACCESS TO THE ProfileMe SOFTWARE FOR THE PURPOSES OF THIS AGREEMENT; (iv) ALLOW ANY CONTRACTOR TO ACCESS THE ProfileMe SOFTWARE OTHER THAN WITHIN SUBSCRIBER'S LOCATION; (v) MODIFY, DISASSEMBLE, DECOMPILE, REVERSE ENGINEER, ATTEMPT TO DISCOVER THE SOURCE CODE OR UNDERLYING ALGORITHMS OR TECHNOLOGY OF THE SOFTWARE OR TRANSLATE THE ProfileMe SOFTWARE; (vi) USE THE SOFTWARE IN ANY SERVICE BUREAU OR TIMESHARE CAPACITY; OR (vii) ALLOW ANY PERSON OR ENTITY TO COMMIT ANY OF THE ACTIONS DESCRIBED IN (i)