Common use of License to Use Materials Clause in Contracts

License to Use Materials. In consideration of the Company’s performance of the E-Commerce Activities under the terms of this Agreement, Microsoft grants Company, and Company accepts a non-exclusive, nontransferable, revocable (but only as described below), and limited license to use the Materials and Trademarks during the term of this Agreement or the applicable SOW solely to the extent necessary to perform the applicable E-Commerce Activities and subject to the restrictions and limitations provided for in this Agreement. Microsoft, or if applicable its suppliers and licensors, reserve all other rights, title, and interest in and to all Materials and all related Intellectual Property. Company has no right to sublicense the rights granted under this Agreement, except as necessary to any Subcontractor or Company Affiliate with Microsoft’s prior written consent, which consent shall not be unreasonably withheld, Company shall not modify, reverse engineer or decompile any Materials, and shall not remove any proprietary notices or licenses contained in any Materials. Company is responsible for all actions taken by any individual authorized or purporting to be authorized by Company in connection with accessing or using the Materials. If the Materials are accompanied by a separate license (including any license with respect to the use of software embedded on any equipment provided to Company), the terms of that license shall also apply, but the provisions of this Agreement shall control in the case of any conflict between this Agreement and those license terms.