LICENSE AND USE 2.1 Subject to the terms and conditions of this Agreement, Polar hereby grants You, and You accept, a royalty-free, non-transferable, non-exclusive, worldwide and limited license to use the Licensed Materials solely for the purposes of proprietary application or services development and/or setting their priorities in application development purposes interacting through AccessLink with Polar Ecosystem, as well as to distribute the software parts of the Licensed Materials in binary form and grant sublicense to use Licensed Materials to Your Corporate Customers, if applicable, but then always under Your own license terms and conditions protecting sufficiently, but in no case with less stringent terms than in this Agreement Polar’s Intellectual Property Rights, the use and handling of Data and Licensed Materials and Member’s privacy settings. Any other use of the AccessLink is strictly prohibited. 2.2 In no event You may copy, export, re-export, sublicense, rent, loan, lease, disclose, sell, market, commercialize, re-license, otherwise transfer to any third party (other than Your Corporate Customers) or use or permit use of the Licensed Materials in any manner inconsistent with or not expressly permitted under this Agreement. You shall not (or attempt to) itself or permit others to decompile, reverse engineer, or disassemble, derive or determine the source code (including the logic, protocols or specifications incorporated or implemented therein) of the Licensed Materials or enable any disabled logic, protocols or specifications incorporated or implemented in the Licensed Materials. You may not use, or permit others use the Licensed Materials in creating a service similar to or competing with Polar Ecosystem and the primary purpose of your application and service shall be extending and improving the Member’s experience. There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Polar and its licensors. Also, any and all licenses with respect to Polar or third party patents (including essential patents) are specifically excluded from the scope of this Agreement, and those licenses need to be acquired separately from Polar or the respective right holders, as the case may be. 2.3 Your application or service must not interfere or attempt to interfere in any manner with the proper working of Polar Ecosystem, or any related Polar service, application or activity. Load testing without prior approval by Polar will be construed as interfering with the proper working of Polar Ecosystem and may result in blacklisting of Your application or service by Polar. Polar may use any technical means to overcome such interference, including without limitation, suspending or terminating access to the Polar Ecosystem. Your application or service must pass a consistent and accurate identification of itself to Polar Ecosystem as outlined in the Polar AccessLink API documentation (link). Except as expressly permitted by Polar, You may not use any automated means (e.g., scraping and robots) other than Your application or software to access, query or otherwise collect Data or any other information from Polar Ecosystem, or any Web site owned or operated by Polar.
License Terms Licensor hereby grants to Licensee a license to use the Use Areas as follows:
Software License Terms (a) Software that is made available by a Provider to Recipient in connection with any Service (any such Software being referred to herein as “TSA-Licensed Software”) provided hereunder will be subject to the terms set forth in this Section 3.5 except as otherwise provided in the applicable Service Schedule. The Provider hereby grants to the Recipient a non-exclusive, non-transferable license to use, in object code form, any TSA-Licensed Software that is made available by the Provider pursuant to a Service Schedule. For the avoidance of doubt, the Provider that makes available any TSA-Licensed Software in connection with the provision of any Service retains the unrestricted right to enhance or otherwise modify such TSA-Licensed Software at any time, provided that such enhancements or other modifications do not disrupt the provision of such Service to the Recipient. (b) The Recipient may not exceed the number of licenses, agents, tiers, nodes, seats, or other use restrictions or authorizations, if any, specified in the applicable Service Schedule. Some TSA-Licensed Software may require license keys or contain other technical protection measures. The Recipient acknowledges that the Provider may monitor the Recipient’s compliance with use restrictions and authorizations remotely, or otherwise. If the Provider makes a license management program available which records and reports license usage information, the Recipient agrees to appropriately install, configure and execute such license management program. (c) Unless otherwise permitted by the Provider, the Recipient may only make copies or adaptations of the TSA-Licensed Software for archival purposes or when copying or adaptation is an essential step in the authorized use of TSA-Licensed Software. If the Recipient makes a copy for backup purposes and installs such copy on a backup device, the Recipient may not operate such backup installation of the TSA-Licensed Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the use on the backup device must be discontinued when the original or replacement device becomes operable. The Recipient may not copy the TSA-Licensed Software onto or otherwise use or make it available on, to, or through any public or external distributed network. Licenses that allow use over the Recipient’s intranet require restricted access by authorized users only. (d) The Recipient must reproduce all copyright notices that appear in or on the TSA-Licensed Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use. (e) Notwithstanding anything to the contrary herein, certain TSA-Licensed Software may be licensed under the applicable Service Schedule for use only on a computer system owned, controlled, or operated by or solely on behalf of the Recipient and may be further identified by the Provider by the combination of a unique number and a specific system type (“Designated System”) and such license will terminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be within the possession or control of the Recipient. (f) The Recipient will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the TSA-Licensed Software. Where the Recipient has other rights mandated under statute, the Recipient will provide the Provider with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefor. (g) The Recipient may permit a consultant or subcontractor to use TSA-Licensed Software at the licensed location for the sole purpose of providing services to the Recipient. (h) Upon expiration or termination of the Service Schedule under which TSA-Licensed Software is made available, the Recipient will destroy the TSA-Licensed Software. The Recipient will remove and destroy or return to the Provider any copies of the TSA-Licensed Software that are merged into adaptations, except for individual pieces of data in the Recipient’s database. The Recipient will provide certification of the destruction of TSA-Licensed Software, and copies thereof, to the Provider. The Recipient may retain one copy of the TSA-Licensed Software subsequent to expiration or termination solely for archival purposes. (i) The Recipient may not sublicense, assign, transfer, rent, or lease the TSA-Licensed Software to any other person except as permitted in this Section 3.5. (j) The Recipient agrees that the Provider may engage a third party designated by the Provider and approved by the Recipient (such approval not to be unreasonably withheld) to audit the Recipient’s compliance with the Software License terms. Any such audit will be at the Provider’s expense, require reasonable notice, and will be performed during normal business hours. Such third party will be required to execute a non-disclosure agreement that restricts such third party from disclosing confidential information of the Recipient to the Provider, except to the extent required to report on the extent to which the Recipient is not in compliance with the Software License terms.
ONLINE PUBLIC AUCTION TERMS AND CONDITIONS The Terms and Conditions specified herein shall govern all users of ▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.▇▇. (PAH Website)
Access and Use Grantee agrees to license or otherwise make available to MassCEC in perpetuity, without charge, ▇▇▇▇▇▇▇’s interest in and copyright (if any) to all non-confidential materials prepared and produced in relation to the Project, including, without limitation, all plans, specifications, and analyses developed in connection with the Project and specified as being for MassCEC’s use and public dissemination; provided, however, that any and all inventions that are conceived or first reduced to use during the course of the Project shall be the sole property of Grantee (except that if jointly invented, title shall flow in accordance with United States patent law), and any licensing requests for such inventions shall be subject to good faith negotiations between the Parties. Grantee represents and warrants that Deliverables will not infringe on any copyright, right of privacy, or personal or proprietary rights of others.