Common use of LICENCE TO USE THE SOFTWARE Clause in Contracts

LICENCE TO USE THE SOFTWARE. (a) The Company hereby grants to Purchaser a non-exclusive, non- transferable licence to use the Software in object code only solely on and with the Goods on which the Software is installed by the Company, solely at the Location, and solely for the purpose described in the software documentation. The licence granted under this Condition 24(a) shall be for the initial period set out in the Order Acceptance (“Initial Licence Period”). Upon expiry of the Initial Licence Period and each Renewal Licence Period, the licence granted under this Condition 24(a) shall continue for a subsequent Renewal Licence Period unless either party has given at least 60 days’ notice in writing to terminate the licence granted under this Condition 24(a), such notice to expire at the end of the Initial Licence Period or then current Renewal Licence Period (as applicable). If the Company does not receive the Software Licence Fee for the applicable Renewal Licence Period by the date of expiry of the Initial Licence Period or then current Renewal Licence Period (as applicable), the Company reserves the right, at its discretion, to terminate the licence granted under this Condition 24(a).Upon termination of the licence granted under this Condition24(a), the Company shall have the right, at its sole discretion, to deactivate the Purchaser’s access to and use of the Software. (b) The Purchaser shall not install, or permit the installation of the Software on more than the permitted number of devices as specified in the Order Acceptance (“Permitted Number of Devices”), and shall not use, or permit the access or use of, the Software on or via more than the Permitted Number of Devices. (c) Immediately upon termination of the licence to use the Software, the Purchaser shall return to the Company the Software and related documentation or if requested by the Company shall erase all copies of the Software in its possession or under its control, and shall certify in writing to the Company that it has done do. In addition, the Company shall have the right, at its sole discretion, to deactivate the Purchaser’s access to and use of the Software. (d) Title to the Software shall at all times remain with Company. (e) Purchaser agrees that the Software, all enhancements, related documentation, and derivative works are, and will remain, the sole property of the Company and includes valuable trade secrets. Purchaser agrees to treat the Software and related documentation as confidential and to not copy, reproduce, sub-license, or otherwise disclose the Software and related documentation to anyone other than its employees. (f) The Purchaser may make one copy of the Software to be used only for back- up purposes. No other copies or part-copies of the Software may be made without the prior written consent of the Company. (g) Except to the extent and in the circumstances required to be permitted by the Company by applicable law, Purchaser shall not disassemble, decompile, reverse engineer, create derivative works from, attempt to derive the source code or otherwise translate, customize, localize, modify, add to, or in any way alter, rent, or loan the Software or related documentation. (h) Unless otherwise agreed expressly in the Order Acceptance, all upgrades, updates, bug fixes, new versions and maintenance releases for the Software are excluded from the prices and are chargeable to the Purchaser. (i) The Purchaser shall permit the Company to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with the licences granted under this Condition 24, for the purposes of ensuring that the Purchaser is complying with these Conditions, provided that the Company provides reasonable advance notice to the Purchaser of such inspections, which shall take place at reasonable times. (j) Company shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Purchaser acknowledges and agrees that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities. (k) Certain aspects of the Software may contain software code that is licensed under an open-source licence or third party licence ("Third Party Components"). Where the Software includes Third Party Components, Purchaser may be granted additional licence rights in respect of those Third Party Components, but not for the avoidance of doubt, in respect of the entire Software. Purchaser must comply with the licence terms applicable to any Third Party Components should Purchaser wish to exercise these additional licence rights. (l) Purchaser may be required to accept additional software licence agreement terms made available by Company prior to accessing and using some or all of the Software (“Additional Software Terms”). If and to the extent of any conflict between these Conditions and any Additional Software Terms, these Conditions shall prevail.

Appears in 3 contracts

Sources: Contract, Supply Agreement, Supply Agreement

LICENCE TO USE THE SOFTWARE. (a) The Company hereby grants to Purchaser a non-exclusive, non- transferable licence to use the Software in object code only solely on and with the Goods on which the Software is installed by the Company, solely at the Location, and solely for the purpose described in the software documentation. The licence granted under this Condition 24(a) shall be for the initial period set out in the Order Acceptance (“Initial Licence Period”). Upon expiry of the Initial Licence Period and each Renewal Licence Period, the licence granted under this Condition 24(a) shall continue for a subsequent Renewal Licence Period unless either party has given at least 60 sixty (60) calendar days’ notice in writing to terminate the licence granted under this Condition 24(a), such notice to expire at the end of the Initial Licence Period or then current Renewal Licence Period (as applicable). If the Company does not receive the Software Licence Fee for the applicable Renewal Licence Period by the date of expiry of the Initial Licence Period or then current Renewal Licence Period (as applicable), the Company reserves the right, at its discretion, to terminate the licence granted under this Condition 24(a).Upon termination of the licence granted under this Condition24(a), the Company shall have the right, at its sole discretion, to deactivate the Purchaser’s access to and use of the Software. (b) The Purchaser shall not install, install or permit the installation of the Software on more than the permitted number of devices as specified in the Order Acceptance (“Permitted Number of Devices”), and shall not use, or permit the access or use of, the Software on or via more than the Permitted Number of Devices. (c) Immediately upon termination of the licence to use the Software, the Purchaser shall return to the Company the Software and related documentation or if requested by the Company shall erase all copies of the Software in its possession or under its control, control and shall certify in writing to the Company that it has done do. In addition, the Company shall have the right, at its sole discretion, to deactivate the Purchaser’s access to and use of the Software. (d) Title to the Software shall at all times remain with Company. (e) Purchaser agrees that the Software, all enhancements, related documentation, and derivative works are, and will remain, the sole property of the Company and includes valuable trade secrets. Purchaser agrees to treat the Software and related documentation as confidential and to not copy, reproduce, sub-license, or otherwise disclose the Software and related documentation to anyone other than its employees. (f) The Purchaser may make one copy of the Software to be used only for back- up purposes. No other copies or part-copies of the Software may be made without the prior written consent of the Company. (g) Except to the extent and in the circumstances required to be permitted by the Company by applicable law, Purchaser shall not disassemble, decompile, reverse engineer, create derivative works from, attempt to derive the source code or otherwise translate, customize, localize, modify, add to, or in any way alter, rent, or loan the Software or related documentation. (h) Unless otherwise agreed expressly in the Order Acceptance, all upgrades, updates, bug fixes, new versions and maintenance releases for the Software are excluded from the prices and are chargeable to the Purchaser. (i) The Purchaser shall permit the Company to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with the licences granted under this Condition 24, for the purposes of ensuring that the Purchaser is complying with these Conditions, provided that the Company provides reasonable advance notice to the Purchaser of such inspections, which shall take place at reasonable times. (j) Company shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Purchaser acknowledges and agrees that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities. (k) Certain aspects of the Software may contain software code that is licensed under an open-source licence or third party licence ("Third Party Components"). Where the Software includes Third Party Components, Purchaser may be granted additional licence rights in respect of those Third Party Components, but not for the avoidance of doubt, in respect of the entire Software. Purchaser must comply with the licence terms applicable to any Third Party Components should Purchaser wish to exercise these additional licence rights. (l) Purchaser may be required to accept additional software licence agreement terms made available by Company prior to accessing and using some or all of the Software (“Additional Software Terms”). If and to the extent of any conflict between these Conditions and any Additional Software Terms, these Conditions shall prevail.

Appears in 1 contract

Sources: Supply Agreement

LICENCE TO USE THE SOFTWARE. (a) The Company hereby grants to Purchaser a non-exclusive, non- transferable licence to use the Software in object code only solely on and with the Goods on which the Software is installed by the Company, solely at the Location, and solely for the purpose described in the software documentation. The licence granted under this Condition 24(a) shall be for the initial period set out in the Order Acceptance (“Initial Licence Period”). Upon expiry of the Initial Licence Period and each Renewal Licence Period, the licence granted under this Condition 24(a) shall continue for a subsequent Renewal Licence Period unless either party has given at least 60 days’ notice in writing to terminate the licence granted under this Condition 24(a), such notice to expire at the end of the Initial Licence Period or then current Renewal Licence Period (as applicable). If the Company does not receive the Software Licence Fee for the applicable Renewal Licence Period by the date of expiry of the Initial Licence Period or then current Renewal Licence Period (as applicable), the Company reserves the right, at its discretion, to terminate the licence granted under this Condition 24(a).Upon termination of the licence granted under this Condition24(a), the Company shall have the right, at its sole discretion, to deactivate the Purchaser’s access to and use of the Software. (b) The Purchaser shall not install, or permit the installation of the Software on more than the permitted number of devices as specified in the Order Acceptance (“Permitted Number of Devices”), and shall not use, or permit the access or use of, the Software on or via more than the Permitted Number of Devices. (c) Immediately upon termination of the licence to use the Software, the Purchaser shall return to the Company the Software and related documentation or if requested by the Company shall erase all copies of the Software in its possession or under its control, and shall certify in writing to the Company that it has done do. In addition, the Company shall have the right, at its sole discretion, to deactivate the Purchaser’s access to and use of the Software. (d) Title to the Software shall at all times remain with Company. (e) Purchaser agrees that the Software, all enhancements, related documentation, and derivative works are, and will remain, the sole property of the Company and includes valuable trade secrets. Purchaser agrees to treat the Software and related documentation as confidential and to not copy, reproduce, sub-license, or otherwise disclose the Software and related documentation to anyone other than its employees. (f) The Purchaser may make one copy of the Software to be used only for back- back-up purposes. No other copies or part-copies of the Software may be made without the prior written consent of the Company. (g) Except to the extent and in the circumstances required to be permitted by the Company by applicable law, Purchaser shall not disassemble, decompile, reverse engineer, create derivative works from, attempt to derive the source code or otherwise translate, customize, localize, modify, add to, or in any way alter, rent, or loan the Software or related documentation. (h) Unless otherwise agreed expressly in the Order Acceptance, all upgrades, updates, bug fixes, new versions and maintenance releases for the Software are excluded from the prices and are chargeable to the Purchaser. (i) The Purchaser shall permit the Company to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with the licences granted under this Condition 24, for the purposes of ensuring that the Purchaser is complying with these Conditions, provided that the Company provides reasonable advance notice to the Purchaser of such inspections, which shall take place at reasonable times. (j) Company shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Purchaser acknowledges and agrees that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities. (k) Certain aspects of the Software may contain software code that is licensed under an open-source licence or third party licence ("Third Party Components"). Where the Software includes Third Party Components, Purchaser may be granted additional licence rights in respect of those Third Party Components, but not for the avoidance of doubt, in respect of the entire Software. Purchaser must comply with the licence terms applicable to any Third Party Components should Purchaser wish to exercise these additional licence rights. (l) Purchaser may be required to accept additional software licence agreement terms made available by Company prior to accessing and using some or all of the Software (“Additional Software Terms”). If and to the extent of any conflict between these Conditions and any Additional Software Terms, these Conditions shall prevail.

Appears in 1 contract

Sources: Supply Agreement