Common use of Grant of License and Restrictions Clause in Contracts

Grant of License and Restrictions. Subject to the terms hereof, payment of all fees, and any applicable Software License Keys or other user/use limitations set forth in this ▇▇▇▇, ACH grants Licensee a personal, nonsublicensable, nontransferable, nonexclusive, right to use the Software on authorized machine(s) located at authorized Licensee site(s) and only for use with server workloads in accordance with ACH’s applicable user documentation and the terms of the license(s) purchased by Licensee. Authorized usage of the Software depends on the license type purchased: (i) capacity-based licenses may only be used with server workloads, and (ii) per-VM or per-host licenses may only be used for virtual desktop (VDI) or server based computing (SBC) (e.g., Citrix XenApp or Microsoft RDS-based deployments). Usage of capacity-based licenses or per- VM or per-host licenses for any other purpose is strictly prohibited. The Product is subject to usage limits as purchased by Licensee and expressly agreed to by ACH. If Licensee exceeds a contractual usage limit, Licensee will execute a new license order for additional quantities of the applicable Product, and/or pay any invoice for excess usage. Licensee (i) shall use commercially reasonable efforts to prevent unauthorized disclosure of credentials for each Account and/or unauthorized access to or use of the Product, and (ii) shall notify ACH promptly of any such unauthorized disclosure, access or use. Depending upon the model utilized to compute the applicable License Fees to use the Software (whether per unit, virtual machine, or storage capacity, or any other ACH approved licensing model), an applicable Software License Key may limit Licensee’s usage of the Software accordingly. Licensee is responsible for obtaining any licenses necessary to operate any separate third-party software it intends to use in conjunction with the Software, such as compatible third party applications or guest operating systems. Except for one copy solely for back-up purposes, Licensee may possess only the number of copies of any Product which may be used as has been expressly authorized by ACH. ACH retains ownership of all copies and Licensee will maintain the copyright notice and any other notices that appear on the Product on any copies and any media. In connection with providing access to the Software to authorized users, Licensee may provide the Software to third parties to operate the Software for the exclusive benefit of Licensee under written terms no less restrictive or protective of ACH’s rights than the terms and conditions of this ▇▇▇▇ and provided that Licensee remains responsible for strict compliance with this ▇▇▇▇. Licensee may host the Products to support a hosted application whereby Licensee provides and operates the Products (on its own or its suppliers’ servers and data centers) for use and access by authorized third party customers and end users, provided that (1) no Product may be provided to third parties (other than through the hosted application), and (2) each third party is enforceably bound in writing for ACH’s benefit to all the restrictions, license limits, liability limitations and warranty disclaimers in this ▇▇▇▇. Licensee will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Product (except to the extent that applicable law prohibits reverse engineering restrictions), (ii) (other than hosting to authorized users as provided in the previous sentence) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, any Product (except as expressly and specifically authorized by ACH), (iii) possess or use any Product, or allow the transfer, transmission, export, or re-export of any Product or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency, (iv) publish or disclose to any third party any opinions relating to, or test results, benchmarking or comparative study involving any Product without the prior written consent of ACH, (v) modify any Product, (vi) use the Product to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) interfere with or disrupt the integrity or performance of the Product or third-party data contained therein, or (viii) attempt to gain unauthorized access to the Product or any related systems or networks. Licensee is responsible for properly configuring and using the Product. Licensee acknowledges that Licensee is responsible for maintaining appropriate security, and creating back-ups of its data and any other content provided or used by Licensee within the Product using one or more backup devices, services or systems that are separate from the Product. Licensee is solely responsible for selecting, configuring and deploying security mechanisms that are sufficient to protect any computers, storage, network infrastructure, software or services that are owned or operated by Licensee, or not provided by ACH, according to Licensee’s security standards. ACH shall have no obligation to maintain any such data or other content or to forward any data or other content to Licensee or any third party for purposes of backup and Licensee is solely responsible to define and implement a backup policy that satisfies requirements or goals of Licensee for data availability or disaster recovery. Prior to disposing of any media containing any part of the Product, Licensee shall completely destroy any Product contained therein. All the limitations and restrictions on Products in this ▇▇▇▇ also apply to documentation and screens. Further, a Product licensed without charge or for a nominal charge will be deemed a free evaluation license and may be used for purposes of evaluation for a paid license only, and not for any productive use. LICENSEE ACKNOWLEDGES THAT THE PRODUCT MAY INCLUDE FEATURES TO PREVENT USE AFTER THE APPLICABLE LICENSE PERIOD, IN EXCESS OF THE LICENSED CAPACITY, AND/OR USE INCONSISTENT HEREWITH.

Grant of License and Restrictions. Subject to the terms hereof, payment of all fees, and any applicable Software License Keys or other user/use limitations set forth in this ▇▇▇▇, ACH HiveIO grants Licensee a personal, nonsublicensable, nontransferable, nonexclusive, right to use the Software on authorized machine(s) located at authorized Licensee site(s) and only for use with server workloads in accordance with ACHHiveIO’s applicable user documentation and the terms of the license(s) purchased by Licensee. Authorized usage of the Software depends on the license type purchased: : (i) capacity-based licenses may only be used with server workloads, and (ii) per-VM VM/per-User or per-host licenses may only be used for virtual desktop (VDI) or server based computing (SBC) (e.g., Citrix XenApp or Microsoft RDS-based deployments). Usage of capacity-based licenses or per- per-VM or per-host licenses for any other purpose is strictly prohibited. The Product is subject to usage limits as purchased by Licensee and expressly agreed to by ACHHiveIO. If Licensee exceeds a contractual usage limit, Licensee will execute a new license order for additional quantities of the applicable Product, and/or pay any invoice for excess usage. Licensee (i) shall use commercially reasonable efforts to prevent unauthorized disclosure of credentials for each Account and/or unauthorized access to or use of the Product, and (ii) shall notify ACH HiveIO promptly of any such unauthorized disclosure, access or use. Depending upon the model utilized to compute the applicable License Fees to use the Software (whether per unit, virtual machine, or storage capacity, or any other ACH HiveIO approved licensing model), an applicable Software License Key may limit Licensee’s usage of the Software accordingly. Licensee is responsible for obtaining any licenses necessary to operate any separate third-party software it intends to use in conjunction with the Software, such as compatible third party applications or guest operating systems. Except for one copy solely for back-up purposes, Licensee may possess only the number of copies of any Product which may be used as has been expressly authorized by ACHHiveIO. ACH HiveIO retains ownership of all copies and Licensee will maintain the copyright notice and any other notices that appear on the Product on any copies and any media. In connection with providing access to the Software to authorized users, Licensee may provide the Software to third parties to operate the Software for the exclusive benefit of Licensee under written terms no less restrictive or protective of ACHHiveIO’s rights than the terms and conditions of this ▇▇▇▇ and provided that Licensee remains responsible for strict compliance with this ▇▇▇▇. Licensee may host the Products to support a hosted application whereby Licensee provides and operates the Products (on its own or its suppliers’ servers and data centers) for use and access by authorized third party customers and end users, provided that that (1) no Product may be provided to third parties (other than through the hosted application), and (2) each third party is enforceably bound in writing for ACHHiveIO’s benefit to all the restrictions, license limits, liability limitations and warranty disclaimers in this ▇▇▇▇. Licensee will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Product (except to the extent that applicable law prohibits reverse engineering restrictions), (ii) (other than hosting to authorized users as provided in the previous sentence) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, any Product (except as expressly and specifically authorized by ACHHiveIO), (iii) possess or use any Product, or allow the transfer, transmission, export, or re-export of any Product or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency, (iv) publish or disclose to any third party any opinions relating to, or test results, benchmarking or comparative study involving any Product without the prior written consent of ACH, (v) modify any Product, (vi) use the Product to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) interfere with or disrupt the integrity or performance of the Product or third-party data contained therein, or (viii) attempt to gain unauthorized access to the Product or any related systems or networks. Licensee is responsible for properly configuring and using the Product. Licensee acknowledges that Licensee is responsible for maintaining appropriate security, and creating back-ups of its data and any other content provided or used by Licensee within the Product using one or more backup devices, services or systems that are separate from the Product. Licensee is solely responsible for selecting, configuring and deploying security mechanisms that are sufficient to protect any computers, storage, network infrastructure, software or services that are owned or operated by Licensee, or not provided by ACH, according to Licensee’s security standards. ACH shall have no obligation to maintain any such data or other content or to forward any data or other content to Licensee or any third party for purposes of backup and Licensee is solely responsible to define and implement a backup policy that satisfies requirements or goals of Licensee for data availability or disaster recovery. Prior to disposing of any media containing any part of the Product, Licensee shall completely destroy any Product contained therein. All the limitations and restrictions on Products in this ▇▇▇▇ also apply to documentation and screens. Further, a Product licensed without charge or for a nominal charge will be deemed a free evaluation license and may be used for purposes of evaluation for a paid license only, and not for any productive use. LICENSEE ACKNOWLEDGES THAT THE PRODUCT MAY INCLUDE FEATURES TO PREVENT USE AFTER THE APPLICABLE LICENSE PERIOD, IN EXCESS OF THE LICENSED CAPACITY, AND/OR USE INCONSISTENT HEREWITH.,

Grant of License and Restrictions. Subject to the terms hereof, payment of all fees, and any applicable Software License Keys or other user/use limitations set forth in this ▇▇▇▇, ACH HiveIO grants Licensee a personal, nonsublicensable, nontransferable, nonexclusive, right to use the Software on authorized machine(s) located at authorized Licensee site(s) and only for use with server workloads in accordance with ACHHiveIO’s applicable user documentation and the terms of the license(s) purchased by Licensee. Authorized usage of the Software depends on the license type purchased: : (i) capacity-based licenses may only be used with server workloads, and (ii) per-VM VM/per-User or per-host licenses may only be used for virtual desktop (VDI) or server based computing (SBC) (e.g., Citrix XenApp or Microsoft RDS-based deployments). Usage of capacity-based licenses or per- per-VM or per-host licenses for any other purpose is strictly prohibited. The Product is subject to usage limits as purchased by Licensee and expressly agreed to by ACHHiveIO. If Licensee exceeds a contractual usage limit, Licensee will execute a new license order for additional quantities of the applicable Product, and/or pay any invoice for excess usage. Licensee (i) shall use commercially reasonable efforts to prevent unauthorized disclosure of credentials for each Account and/or unauthorized access to or use of the Product, and (ii) shall notify ACH HiveIO promptly of any such unauthorized disclosure, access or use. Depending upon the model utilized to compute the applicable License Fees to use the Software (whether per unit, virtual machine, or storage capacity, or any other ACH HiveIO approved licensing model), an applicable Software License Key may limit Licensee’s usage of the Software accordingly. Licensee is responsible for obtaining any licenses necessary to operate any separate third-party software it intends to use in conjunction with the Software, such as compatible third party applications or guest operating systems. Except for one copy solely for back-up purposes, Licensee may possess only the number of copies of any Product which may be used as has been expressly authorized by ACHHiveIO. ACH HiveIO retains ownership of all copies and Licensee will maintain the copyright notice and any other notices that appear on the Product on any copies and any media. In connection with providing access to the Software to authorized users, Licensee may provide the Software to third parties to operate the Software for the exclusive benefit of Licensee under written terms no less restrictive or protective of ACHHiveIO’s rights than the terms and conditions of this ▇▇▇▇ and provided that Licensee remains responsible for strict compliance with this ▇▇▇▇. Licensee may host the Products to support a hosted application whereby Licensee provides and operates the Products (on its own or its suppliers’ servers and data centers) for use and access by authorized third party customers and end users, provided that (1) no Product may be provided to third parties (other than through the hosted application), and (2) each third party is enforceably bound in writing for ACHHiveIO’s benefit to all the restrictions, license limits, liability limitations and warranty disclaimers in this ▇▇▇▇. Licensee will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Product (except to the extent that applicable law prohibits reverse engineering restrictions), (ii) (other than hosting to authorized users as provided in the previous sentence) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, any Product (except as expressly and specifically authorized by ACHHiveIO), (iii) possess or use any Product, or allow the transfer, transmission, export, or re-export of any Product or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency, (iv) publish or disclose to any third party any opinions relating to, or test results, benchmarking or comparative study involving any Product without the prior written consent of ACHHiveIO, (v) modify any Product, (vi) use the Product to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) interfere with or disrupt the integrity or performance of the Product or third-party data contained therein, or (viii) attempt to gain unauthorized access to the Product or any related systems or networks. Licensee is responsible for properly configuring and using the Product. Licensee acknowledges that Licensee is responsible for maintaining appropriate security, and creating back-ups of its data and any other content provided or used by Licensee within the Product using one or more backup devices, services or systems that are separate from the Product. Licensee is solely responsible for selecting, configuring and deploying security mechanisms that are sufficient to protect any computers, storage, network infrastructure, software or services that are owned or operated by Licensee, or not provided by ACHHiveIO, according to Licensee’s security standards. ACH HiveIO shall have no obligation to maintain any such data or other content or to forward any data or other content to Licensee or any third party for purposes of backup and Licensee is solely responsible to define and implement a backup policy that satisfies requirements or goals of Licensee for data availability or disaster recovery. Prior to disposing of any media containing any part of the Product, Licensee shall completely destroy any Product contained therein. All the limitations and restrictions on Products in this ▇▇▇▇ also apply to documentation and screens. Further, a Product licensed without charge or for a nominal charge will be deemed a free evaluation license and may be used for purposes of evaluation for a paid license only, and not for any productive use. LICENSEE ACKNOWLEDGES THAT THE PRODUCT MAY INCLUDE FEATURES TO PREVENT USE AFTER THE APPLICABLE LICENSE PERIOD, IN EXCESS OF THE LICENSED CAPACITY, AND/OR USE INCONSISTENT HEREWITH.