Common use of Ancillary Software License Clause in Contracts

Ancillary Software License. Any firmware for the Products or ancillary embedded software provided by Calix as part of the Products, including updates or modifications to such software (collectively, “Ancillary Software”) that Calix has not made subject to separate license terms is authorized for Customer’s limited end use with the Products under the following license grant, terms and restrictions. For clarity, Calix operating systems, platforms and application software are subject to separate license grants by Calix and not included in the license grant in this Section 9. (a) Calix hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Ancillary Software solely for Customer’s internal business end use in conjunction with the Products for so long as the Products are deployed by Customer. Customer shall not, and shall not authorize any third party to, (i) transfer, copy, modify or distribute the Ancillary Software, (ii) decompile, reverse engineer or otherwise gain access to Ancillary Software source code, or unbundle embedded Ancillary Software from any Product, (iii) permit any third party to access or use the Ancillary Software, or (iv) remove or alter any copyright or trademark notice. Customer shall not modify or copy any Product Documentation. Any reference in this Agreement to purchase or sale of Ancillary Software means the acquiring or granting of this license. Customer acknowledges that except for the above license, Calix retains all right, title and interest in and to the Ancillary Software. If any derivative work is created by Customer from the Ancillary Software, Calix or its licensors shall own all right, title and interest in such derivative work(s). Customer acknowledges that the Ancillary Software and documentation constitute Calix Confidential Information and Customer agrees to abide by the confidentiality provisions of this Agreement in the use and handling of the Ancillary Software and documentation. Customer’s use of the Ancillary Software in accordance with the terms and restrictions are subject to Calix’s audit rights under this Agreement. (b) THE ANCILLARY SOFTWARE IS PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. CALIX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, NON-INFRINGEMENT, TITLE, AND OWNERSHIP. CALIX DOES NOT WARRANT THAT THE ANCILLARY SOFTWARE: (i) IS ERROR-FREE; (ii) WILL PERFORM UNINTERRUPTED; OR (iii) WILL MEET CUSTOMER’S REQUIREMENTS. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTIES.