Common use of GRANT OF RIGHTS; RESTRICTIONS Clause in Contracts

GRANT OF RIGHTS; RESTRICTIONS. 2.1. Subject to all the terms and conditions of this Licence, the Licensor hereby grants the Licensee a limited, non-exclusive, non-transferable, non-sub-licensable licence to install and use the Software for agreed internal business purposes by no more than one person concurrently during the Subscription Term for each one Licence instance issued. 2.2. Where the Licensee, or any third party authorised to do so by the Licensee under the terms of this Licence or any other agreement so permitting, modifies, improves, translates, creates derivative works of or copies the Software or Documentation ("Modifications"), such Modifications shall be considered part of the Software or Documentation (as appropriate), are subject to this Licence, and may not be published or distributed to any other party other than as specified in this Licence. For the avoidance of doubt, data created in or imported into the Software, including ORQA Model library items, by, or on behalf of, the Licensor, are not Modifications. 2.3. The Licensee assigns, by way of future assignment immediately on creation, all Intellectual Property Rights in the Modifications with full title guarantee, to the Licensor. 2.4. The Licensee shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing that the Licensor may consider necessary or desirable to perfect the right, title and interest of the Licensor in and to the Intellectual Property Rights in any Modifications. Licensee shall also procure the irrevocable and unconditional waiver from all authors of all moral rights in the Modifications, to the extent permitted by law. 2.5. You may not, and you agree not to, or to enable others to, copy (except as and only to the extent permitted in this Licence), decompile, reverse engineer, disassemble, attempt to derive the Source Code of, decrypt, modify, or create derivative works of the Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). 2.6. The Licensee agrees that its use of the Software shall comply with all other limitations, prohibitions and conditions set forth in this Licence and the respective Order including, without limitation, any restriction regarding Software usage, the modules of the Software used, the number of users, the time period of use, the hardware (whether virtual or not) used by the Software, or the third-party software the Software may be used to interface with, link to, or otherwise use. 2.7. Any rights granted in this Licence are subject to the Subscription Fee having been paid for by the Licensee and proof of entitlement to the Licence must be retained by the Licensee and presented to the Licensor upon request. 2.8. Licensee acknowledges that to ensure the Software is correctly used according to this Licence, the Software may contain code and/or require licence keys to be installed and/or detect or prevent unauthorised use of the Software. Licensor expressly excludes any liability for any limitation in use of the Software occurring due to such a mechanism that arises due to failure of the Licensee to ensure valid licence keys are installed or other necessary operating environment checks are met. 2.9. Licensee acknowledges that various Licence types to the Software may be defined in the Order and these may place further restrictions or differentiated permitted uses according to Licence type that they will ensure users of the Software adhere to. Where the Licensee becomes aware of any usage of the Software by a user with a Licence type not permitting use of such functionality, they shall immediately notify the Licensor and assume liability for payment of the requisite Subscription Fees for the appropriate Licence type.

GRANT OF RIGHTS; RESTRICTIONS. 2.1. 2.1 Subject to all the terms and conditions of this LicenceLicence Agreement and in consideration for the payment of the Licence Fees, the Licensor CognoBots hereby grants the Licensee a limited, non-exclusive, non-transferable, non-sub-licensable licence access to install the features and functions of the Software for use in conjunction with one Salesforce Production Org. Licensee may use the Software and documentation solely for agreed its internal business purposes by no more than one person concurrently during the Subscription Term Customer Relationship Management (CRM) and operations. Such use shall be for each one Licence instance issued. 2.2. Where the Licensee’s internal purposes only. Save to the extent that CognoBots expressly agrees otherwise in writing, or any third party authorised to do so the licence is in respect of use of the Software by the Licensee under and fully owned subsidiaries only. The licence is terminable in accordance with the express provisions of this Licence Agreement, including clauses 2.4, 4.7 and 5.1. 2.2 Except as expressly permitted in this Licence Agreement, the Licensee shall not, and shall not permit others to: (a) modify, translate, create derivative copies of or copy the Software (other than one backup copy which reproduces all proprietary notices), in whole or in part; (b) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Software to source code form; (c) distribute, sub-license, assign, share, time-share, sell, rent, lease, grant a security interest in, use for service bureau purposes, or transfer the Software or Licensee’s right to use the Software; (d) remove or modify any copyright, trademark, or other proprietary notices of CognoBots contained within the Software; or (e) use the Software in any manner not expressly authorised by this Licence Agreement. 2.3 The Licensee must ensure that all Users comply with the terms of this Licence or any other agreement so permitting, modifies, improves, translates, creates derivative works of or copies Agreement. 2.4 The Licensee shall provide CognoBots with such access to the Licensee’s systems as may be reasonably required for CognoBots to confirm that the Software or Documentation ("Modifications"), such Modifications shall be considered part is being used in accordance with this Licence Agreement. In the event that the Licensee’s use of the Software or Documentation (as appropriate)is not in accordance with this Licence Agreement, are subject CognoBots shall be entitled to terminate the licence in respect of the Software and to terminate this LicenceLicence Agreement. 2.5 CognoBots has sole and exclusive ownership of all right, title, and may not be published or distributed interest in and to any other party other than as specified in this Licence. For the avoidance of doubt, data created in or imported into the Software, including ORQA Model library items, by, all copyright and any other intellectual property rights therein. This Licence Agreement conveys a limited licence to use the Software pursuant to this clause 2 and shall not be construed to convey title to or on behalf of, ownership of the Licensor, are not Modifications. 2.3. The Licensee assigns, by way of future assignment immediately on creation, all Intellectual Property Rights in the Modifications with full title guarantee, Software to the Licensor. 2.4Licensee. The Licensee shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing that the Licensor may consider necessary or desirable to perfect the right, title and interest of the Licensor All rights in and to the Intellectual Property Rights in any Modifications. Licensee shall also procure the irrevocable and unconditional waiver from all authors of all moral rights in the Modifications, Software not expressly granted to the extent permitted Licensee are reserved by lawCognoBots. 2.5. You may not, and you agree not to, or to enable others to, copy (except as and only to the extent permitted in this Licence), decompile, reverse engineer, disassemble, attempt to derive the Source Code of, decrypt, modify, or create derivative works of the Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). 2.6. The Licensee agrees that its use of the Software shall comply with all other limitations, prohibitions and conditions set forth in this Licence and the respective Order including, without limitation, any restriction regarding Software usage, the modules of the Software used, the number of users, the time period of use, the hardware (whether virtual or not) used by the Software, or the third-party software the Software may be used to interface with, link to, or otherwise use. 2.7. Any rights granted in this Licence are subject to the Subscription Fee having been paid for by the Licensee and proof of entitlement to the Licence must be retained by the Licensee and presented to the Licensor upon request. 2.8. Licensee acknowledges that to ensure the Software is correctly used according to this Licence, the Software may contain code and/or require licence keys to be installed and/or detect or prevent unauthorised use of the Software. Licensor expressly excludes any liability for any limitation in use of the Software occurring due to such a mechanism that arises due to failure of the Licensee to ensure valid licence keys are installed or other necessary operating environment checks are met. 2.9. Licensee acknowledges that various Licence types to the Software may be defined in the Order and these may place further restrictions or differentiated permitted uses according to Licence type that they will ensure users of the Software adhere to. Where the Licensee becomes aware of any usage of the Software by a user with a Licence type not permitting use of such functionality, they shall immediately notify the Licensor and assume liability for payment of the requisite Subscription Fees for the appropriate Licence type.