LICENCE TO USE THE SOFTWARE. 15.1 Under the Agreement, the Customer is granted a licence (“Software Licence”) to use the Software in object code only: a) for the term indicated in the Agreement or, in the absence of such specification, for one year from the date on which the Software is delivered or on which access to the Software is first permitted (as applicable); and b) for its own internal business purposes (including use by agents, contractors or suppliers, but solely to the extent such usage is to support the conduct of the internal business purposes of the Customer). The Software, Third Party Distributed Software or Third Party Required Software may contain source code including but restricted to example code or source code for open-source or other components. The right to use such source code is governed by the Software Licence. 15.2 The Software Licence does not permit the Customer to de-compile the object code or make any use of the source (human readable format) code. Except to the extent permitted under this Agreement or where such rights are granted at law and cannot be restricted, this Software Licence does not permit the Customer to rent, lease, license, transfer, loan, copy, modify, adapt, merge, translate, reverse engineer, disassemble or create derivative works from the Software nor shall the Software be used for the purpose of a hosted, leased, timesharing or rental service to other parties. The same restrictions apply to any Third Party Distributed Software and Third Party Required Software unless the licence terms relating to such components of the Software expressly permit such activities to be undertaken. 15.3 The Customer shall not copy or permit the Software to be copied in whole or in part except that one copy may be made as is required for the sole purpose of back-up security. All copies made shall include all copyright or proprietary notices. 15.4 The Software is licensed to the Customer on a "per named user" basis for a licence period specified in the Quotation (or if no period is specified, then for a period of one year). The Software will not be accessed from more terminals or by more named users than the Customer has paid for. Licensing for Software covers up to the total licensed number of named users using the Software for the applicable licence period. The Customer shall inform COMMERCE DECISIONS of those of its employees or bona fide consultants permitted to use the Software upon COMMERCE DECISIONS' request. The Customer shall not be entitled to any rebate, discount or refund if the Software is actually used by fewer users than the number paid for by the Customer. 15.5 The termination or expiry of a Software Licence will automatically terminate any associated maintenance or hosting obligations of COMMERCE DECISIONS. 15.6 All Third Party Distributed Software and Third Party Required Software (if supplied by COMMERCE DECISIONS) is provided for use with the Software only and may not be used for any other purpose or by any other application. No separate use of such software components is authorised. 16 Customer’s Undertakings The Customer undertakes: 16.1 to take reasonable account of any opinion of COMMERCE DECISIONS that an identified member of the Customer’s staff is incapable or unsuitable for training on or operating or using the Software; 16.2 to take sole responsibility for determining that the Customer’s computer operating systems are ready and are of sufficient specification to enable the operational use of the Software in the Customer’s business before it is so used, and any operation requirements shall be set out in any documentation accompanying the Software; 16.3 to ensure that the software operating system and any other software with which the Software will be used is either the property of the Customer or is legally licensed to the Customer and the Customer will indemnify COMMERCE DECISIONS in respect of any claims by third parties and all related costs, expenses or damages in the event of any actual or alleged violations of third party proprietary rights or software licences which result in any claim against COMMERCE DECISIONS; 16.4 to abide by all obligations and restrictions set out in the relevant licence conditions of Third Party Distributed Software and (if supplied by COMMERCE DECISIONS) Third Party Required Software including (without limitation) those governing their use, copying, redistribution, modification or otherwise and accepts that these contain certain other provisions such as (without limitations) those relating to applicable law, restriction on import or re-export and compliance with US export control laws. Such licence conditions may be included in the installation details, associated documentation or readme files in the Software. If the Customer considers that the terms of any such conditions are unacceptable and these were not made aware to the Customer at or before the time the Agreement was entered into, then provided it has made no use of the Software, the Customer is entitled to cancel the Software Licence subject to written notice of cancellation being given within two (2) weeks of the Agreement coming into force (and if exercised, a refund of any licence fee paid will be made); and 16.5 to install at his own expense the necessary updates, patches and the like to the Third Party Distributed Software and Third Party Required Software, all as may be advised by COMMERCE DECISIONS from time to time during the term of the Software Licence, for compatibility with the Software. 16.6 to ensure that users including agents, contractors, customers or suppliers abide by these license terms 16.7 to provide reasonable assistance and access to allow auditing of the use of the Software or any Third Party Distributed Software or Third Party Required Software, including where necessary passing on such rights to the supplier of Third Party Distributed Software or (if supplied by COMMERCE DECISIONS) Third Party Required Software. 16.8 to not publish or otherwise divulge to any third party information about the performance of the Software (including without limitation any assessment of the performance of the Software relative to other software), unless specific permission is first sought from COMMERCE DECISIONS
Appears in 1 contract
Sources: Terms and Conditions
LICENCE TO USE THE SOFTWARE. 15.1 1. Under the Agreement, the Customer is granted a licence (“Software Licence”) to use the Software in object code only:
a) a. for the term indicated in the Agreement or, in the absence of such specification, for one year from the date on which the Software is delivered or on which access to the Software is first permitted (as applicable); and
b) b. for its own internal the business purposes of the Customer (including such use to include the use by agents, contractors or suppliers, but solely to the extent such usage is to support the conduct of the internal business purposes of the Customer). The Software, Third Party Distributed Software or Third Party Required Software may contain source code including but restricted to example code or source code for open-source or other components. The right to use such source code is governed by the Software Licence.
15.2 2. The Software Licence does not permit the Customer to de-compile the object code or make any use of the source (human readable format) code. Except to the extent permitted under this Agreement or where such rights are granted at law and cannot be restricted, this Software Licence does not permit the Customer to rent, lease, license, transfer, loan, copy, modify, adapt, merge, translate, reverse engineer, disassemble or create derivative works from the Software nor shall the Software be used for the purpose of a hosted, leased, timesharing or rental service to other parties. The same restrictions apply to any Third Party Distributed Software and Third Party Required Software unless the licence terms relating to such components of the Software expressly permit such activities to be undertaken.
15.3 3. The Customer shall not copy or permit the Software to be copied in whole or in part except that one copy may be made as is required for the sole purpose of back-up security. All copies made shall include all copyright or proprietary notices.
15.4 4. The Software is licensed to the Customer on a "per named user" basis for a licence period specified in the Quotation (or if no period is specified, then for a period of one year). The Software will not be accessed from more terminals or by more named users than the Customer has paid for. Licensing for Software covers up to the total licensed number of named users using the Software for the applicable licence period. The Customer shall inform COMMERCE DECISIONS of those of its employees or bona fide consultants permitted to use the Software upon COMMERCE DECISIONS' request. The Customer shall not be entitled to any rebate, discount or refund if the Software is actually used by fewer users than the number paid for by the Customer.
15.5 5. The termination or expiry of a Software Licence will automatically terminate any associated maintenance mainte- ▇▇▇▇▇ or hosting obligations of COMMERCE DECISIONS.
15.6 6. All Third Party Distributed Software and Third Party Required Software (if supplied by COMMERCE DECISIONS) is provided for use with the Software only and may not be used for any other purpose or by any other application. No separate use of such software components is authorised. 16 Customer’s Undertakings The Customer undertakes:
16.1 to take reasonable account of any opinion of COMMERCE DECISIONS that an identified member of the Customer’s staff is incapable or unsuitable for training on or operating or using the Software;
16.2 to take sole responsibility for determining that the Customer’s computer operating systems are ready and are of sufficient specification to enable the operational use of the Software in the Customer’s business before it is so used, and any operation requirements shall be set out in any documentation accompanying the Software;
16.3 to ensure that the software operating system and any other software with which the Software will be used is either the property of the Customer or is legally licensed to the Customer and the Customer will indemnify COMMERCE DECISIONS in respect of any claims by third parties and all related costs, expenses or damages in the event of any actual or alleged violations of third party proprietary rights or software licences which result in any claim against COMMERCE DECISIONS;
16.4 to abide by all obligations and restrictions set out in the relevant licence conditions of Third Party Distributed Software and (if supplied by COMMERCE DECISIONS) Third Party Required Software including (without limitation) those governing their use, copying, redistribution, modification or otherwise and accepts that these contain certain other provisions such as (without limitations) those relating to applicable law, restriction on import or re-export and compliance with US export control laws. Such licence conditions may be included in the installation details, associated documentation or readme files in the Software. If the Customer considers that the terms of any such conditions are unacceptable and these were not made aware to the Customer at or before the time the Agreement was entered into, then provided it has made no use of the Software, the Customer is entitled to cancel the Software Licence subject to written notice of cancellation being given within two (2) weeks of the Agreement coming into force (and if exercised, a refund of any licence fee paid will be made); and
16.5 to install at his own expense the necessary updates, patches and the like to the Third Party Distributed Software and Third Party Required Software, all as may be advised by COMMERCE DECISIONS from time to time during the term of the Software Licence, for compatibility with the Software.
16.6 to ensure that users including agents, contractors, customers or suppliers abide by these license terms
16.7 to provide reasonable assistance and access to allow auditing of the use of the Software or any Third Party Distributed Software or Third Party Required Software, including where necessary passing on such rights to the supplier of Third Party Distributed Software or (if supplied by COMMERCE DECISIONS) Third Party Required Software.
16.8 to not publish or otherwise divulge to any third party information about the performance of the Software (including without limitation any assessment of the performance of the Software relative to other software), unless specific permission is first sought from COMMERCE DECISIONS
Appears in 1 contract
Sources: Call Off Contract