License Grant and Limitations Clause Samples

License Grant and Limitations. (a) Subject to all terms and conditions of this Agreement, MS grants to DISTRIBUTOR a non-exclusive, limited license to distribute Licensed Product(s) into or within the Territory only to OEM Customers, Third Party Installers, and Virtual Warehouses, and other entities that MS may authorize in writing to DISTRIBUTOR, provided that DISTRIBUTOR shall: (i) order and acquire from an AR or MS Affiliate only Licensed Products listed on the Product Viewer Tool; (ii) if MS has removed a Licensed Product from the Product Viewer Tool, only continue to distribute the Licensed Product until the earlier of: (A) DISTRIBUTOR's inventory of the Licensed Product is exhausted; (B) a final shipment date from DISTRIBUTOR to its OEM Customers is set or advised by MS; or (C) termination or expiration of this Agreement; (iii) accept orders from OEM Customers, MS approved Third Party Installers, and third party procurement companies; (iv) distribute the Licensed Product in the unopened form/packaging as received from the AR and/or MS Affiliate and only to OEM Customers, Third Party Installers, and Virtual Warehouses, but not to third party procurement companies; (v) not modify or delete the contents or packaging of the Licensed Product; (vi) track the COA serial numbers distributed to OEM Customers, Third Party Installers, and Virtual Warehouses and submit such information to MS upon request; (vii) maintain a level of security sufficient to prevent loss or unauthorized distribution of Licensed Product (including COAs and other APM). In the event DISTRIBUTOR fails to account for distribution of Licensed Product delivered to DISTRIBUTOR, DISTRIBUTOR shall pay MS in US Dollars for such missing Licensed Product in accordance with the terms set forth in Section 4(k) below, less undistributed Licensed Product that can be shown to the reasonable satisfaction of MS to have been destroyed due to a Force Majeure event; and (viii) order and acquire from an AR on behalf of OEM Customers, and deliver to such OEM Customer, Recovery Images and Update Images that are based on Licensed Products listed on the then current Royalty Rate List. (b) DISTRIBUTOR shall not provide to OEM Customer any document, information or contractual provisions that contradict, conflict with or purport to supersede the terms and conditions of the OEM Customer Agreement, any Additional Rights Agreement or the Additional Licensing Provisions for OEM Customer. (c) DISTRIBUTOR shall comply with the Additional Licensing Pr...

License Grant and Limitations a. Exchange Collective grants to Retailer, and Retailer hereby accepts, during the term of this Agreement and subject to all terms and conditions of this Agreement, a non-exclusive, non-transferable and non-sub-licensable license to use the Exchange Collective Platform. b. Exchange Collective does not grant to Retailer a license to copy, use, display, transmit, market, distribute, sub-license or make derivative works of any brand and marketing materials, trade names, trademarks, service marks and other intellectual property necessary hereunder, packaging materials, literature, and images of the products of a brand or wholesaler in order to market, distribute, solicit, place, sell, import, export these products. As such, Exchange Collective, shall not be liable for any violations by Retailer of the rights of a brand or wholesaler or for Retailer’s compliance with Retailer’s agreement with the brand or wholesaler. c. Exchange Collective shall maintain the Exchange Collective Platform during the Term and provide updates, patches, or upgrades as necessary to address any glitches or malfunctions in the Exchange Collective Platform, and abide by the Minimum Service Levels in Schedule I attached hereto

License Grant and Limitations. Subject to the terms and conditions of this Agreement, SBCA hereby grants to Licensee a royalty-free, personal, nonexclusive, nontransferable, non-sublicensable and revocable license to use the Electronic BCSI for which sets forth proper handling, installing, restraining and bracing guidelines for Metal Plate Connected Wood Trusses that are simple, safe, proven methods consistent with accepted framing construction practices in the field.

License Grant and Limitations. Vendor hereby grants to Phase Four and Phase Four contractors, consultants, and/or agents, a nonexclusive, transferable, worldwide, royalty-free, fully paid, perpetual license (unless specified otherwise in an ordering document) to use, display and reproduce the Software. Vendor reserves all rights not expressly granted to Phase Four herein. Phase Four shall not decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software except as permitted by law and this Agreement. All Software shall be delivered electronically.

License Grant and Limitations. Seller hereby grants to ACWN and ACWN contractors, consultants, and/or agents, a nonexclusive, transferable, worldwide, royalty-free, fully paid, perpetual license (unless specified otherwise in an ordering document) to use, display and reproduce the Software. Seller reserves all rights not expressly granted to ACWN herein. ACWN shall not decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software except as permitted by law and this Agreement. All Software shall be delivered electronically; if Seller is unable to deliver Software electronically, it shall deliver media containing the Software and Documentation to ACWN at ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇ Road, Suite 400, Portland, Oregon 97223 (503/293-8400).

License Grant and Limitations a. During the Term of Agreement, subject to continuing payment of monthly, quarterly, or annual fees as set forth herein and to compliance with the terms contained herein, Subscriber will have a limited, non-exclusive, non-transferable, non- sublicenseable user based license to use, display, store, load, install and execute the Application in accordance with the documentation provided by nModal. If Subscriber allows another individual to download or Use the Application, Subscriber will be liable for compliance with this Agreement, and for any violations by that user of this Agreement. b. The Application is owned, patented and copyrighted by nModal or by third party suppliers. This License confers no title or ownership and is not a sale of any rights in the Application. Subscriber is granted only the right to use the Application without right of sublicense. Third party suppliers are intended beneficiaries under this Agreement and may protect their rights in the Application directly against the Subscriber in the event of any infringement. c. You acknowledge and agree that the Computer System Requirements (as further defined in Schedule “A” hereto) are necessary to use the Application as described in the documentation, and that you must independently, at your own cost, purchase or appropriately acquire the Computer System Requirements. d. You further agree that it is your responsibility to ensure that the Application has adequate internet network connectivity to function. In order to function correctly the Application must be able to connect to the nModal licensing servers to manage the monthly, quarterly, or annual licensing process, and implement the logging of Google Analytics Accounts accessed, which is the basis of certain subscription plans.

License Grant and Limitations. Exchange Collective grants to Brand, and Brand hereby accepts, during the term of this Agreement and subject to all terms and conditions of this Agreement, a non-exclusive, non-transferable and non-sub-licensable license to use the Exchange Collective Platform to list product inventory to be sold by retailers.

License Grant and Limitations. LICENSOR grants to LICENSEE a non-assignable, indivisible, non-transferable, and non-exclusive right and license to use, install and have installed and copy the SOFTWARE, subject to the following restrictions: 1. LICENSEE may ONLY use, install or have the object code of the SOFTWARE installed on a server, network or computer physically located on its premises, unless expressly authorized in writing by LICENSOR. 2. LICENSEE may ONLY store the object code of the SOFTWARE on a storage device physically located on its premises, unless expressly authorized in writing by LICENSOR. 3. LICENSEE may ONLY keep copies of the documentation for the SOFTWARE on its premises, unless expressly authorized in writing by LICENSOR. 4. LICENSEE may make ONLY the number of copies of the object code of the SOFTWARE and documentation for the SOFTWARE that it needs, provided this is done only on its premises. 5. The rights granted to LICENSEE under this Section C shall be for the term of five (5) years (“Initial Term”) and, at LICENSEE’s written election, such term shall be renewable for a term of one (1), two (2), three (3), four (4) or five (5) years. 6. LICENSEE shall take adequate and reasonable precautions to preclude unauthorized persons from having access to the SOFTWARE and to exercise all due care and attention in the use of passwords associated with the use of the object code of the SOFTWARE. This includes, but is not limited to, compliance with accepted good practices in the use and maintenance of passwords, such as not disclosing them to unauthorized persons. 7. LICENSEE shall not modify, translate, adapt, reverse engineer, improve upon, add to or disassemble the SOFTWARE, create a derivative work based upon the SOFTWARE, attempt to construct the source code of the SOFTWARE, or disable any security measure in the object code of the SOFTWARE. 8. The object code of and documentation for the SOFTWARE is licensed as a single product and its component parts shall not be separated or removed for any reason. 9. LICENSEE shall not disclose the SOFTWARE to any unauthorized person without first obtaining the express written consent of the LICENSOR. 10. Upon three (3) working days’ notice, LICENSEE shall allow LICENSOR reasonable access to its premises so that LICENSOR may conduct a meaningful inspection of LICENSEE’s servers where the SOFTWARE is stored or installed to determine if LICENSEE is in compliance with the terms of this Agreement. Such access shall also include enablin...

License Grant and Limitations. Upon issuance of an Activation Key, and subject to the payment of the applicable License Fee and all other terms of this Agreement, Licensor grants Subscriber a nonexclusive, nontransferable, nonsublicensable, right to download, install, and use the Software solely for Subscriber's internal operations. Subscriber may make copies of the Software solely for back-up and archival needs. Subscriber must use the Software in compliance with all applicable laws and regulations. Except as otherwise expressly permitted by applicable law, Subscriber will not and will not allow any third party to: (a) alter, translate, decompile, disassemble, or reverse engineer any portion of the Software, make any attempt to discover any source code or underlying ideas or algorithms of the Software or make any attempt to disable the Activation Key; or (b) rent, lease, or otherwise permit third parties to use the Software. Subscriber will use reasonable efforts to prevent any unauthorized use of the Software and immediately notify Licensor in writing of any unauthorized use that comes to Subscriber’s attention. If there is unauthorized use by anyone who obtained access to the Software directly or indirectly through Subscriber, Subscriber will take all steps reasonably necessary to terminate the unauthorized use. Subscriber will cooperate and assist with any actions taken by Licensor to prevent or terminate unauthorized use of the Software. The Software contains materials licensed by Licensor from third parties and Subscriber acknowledges and agrees that such third parties shall be considered third party beneficiaries of this Agreement with an independent right of enforcement, in their own name. Licensor and its licensors retain all ownership, right, title, and interest in and to the Software and copies of the Software, and to all components, enhancements, modifications, translations, and derivatives thereof, including without limitation all copyrights, patents, and trade secrets. Subscriber will maintain the copyright notice on the Software and on any copies. All of the limitations and restrictions on the Software in this Agreement also apply to all documentation. All rights not specifically granted to Subscriber herein are reserved to Licensor.