Common use of R estrictions Clause in Contracts

R estrictions. You shall not directly or indirectly: (i) modify, translate, adapt, create derivative works from or disassemble, reverse compile, decompile or reverse engineer the Hosted Software Service or any software that is part of the Hosted Software Service, or any portion thereof, (ii) license, rent, lease, loan, sell, transfer, assign, publish, display, distribute, host, outsource, disclose or make the Hosted Software Service, or any portion thereof, available to third parties or use the Hosted Software Service, or any portion thereof, in a service bureau, time-sharing or outsourcing service or otherwise commercially exploit the Hosted Software Service, or any portion thereof, for the benefit of third parties, (iii) remove or alter any proprietary rights notices or software markings in the Hosted Software Service or any part thereof or (iv) disclose or otherwise make available, without Schrödinger’s prior written approval, the Hosted Software Service or any Schrödinger software, or any code, information or materials contained in or related to the Hosted Software Service, analysis or performance information, results of the Hosted Software Service performance benchmarks or documentation to any entity (except to Your employees having a need to know for purposes of authorized use hereunder and who are informed in writing of the obligations of this section) or use any of the foregoing other than as expressly authorized hereunder. You shall notify Schrödinger immediately of any actual or imminent unauthorized access to, or use or disclosure of, any of the foregoing. You recognize that the unauthorized use or disclosure of any of the foregoing will give rise to irreparable injury to Schrödinger and/or its licensors, affiliates and third party providers for which monetary damages may be an inadequate remedy; and You agree that Schrödinger or its licensors, affiliates or third party providers may seek and obtain injunctive relief against the breach or threatened breach of Your obligations hereunder, in addition to any other legal and equitable remedies which may be available. The rights granted to You under the Hosted Service Agreement are conditioned on the following: (i) the login and password information of any User authorized to use the Hosted Software Service cannot be shared or used by anyone other than such authorized User and (ii) You agree to make every reasonable effort to prevent unauthorized use of the Hosted Software Service. Schrödinger shall have the right to audit Your use of the Hosted Software Service to ensure compliance with the terms of this Hosted Service Agreement, any applicable Price Quotation and any applicable third party hosting provider terms and conditions.

R estrictions. You LICENSEE may make copies of the SOFTWARE only as necessary for bona fide backup or archival purposes and shall ensure all proprietary rights notices on the SOFTWARE are retained on such copies. LICENSEE shall not directly or indirectly: (i) modify, translate, adapt, create derivative works from or disassemble, reverse compile, decompile or reverse engineer the Hosted Software Service or any software that is part of the Hosted Software ServiceSOFTWARE, or any portion thereof, or create or discern attempt to create or discern, by reverse engineering or otherwise, the source code from the object code supplied hereunder, (ii) license, rent, lease, loan, sell, transfer, assign, publish, display, distribute, host, outsource, disclose or make the Hosted Software Service, or any portion thereof, SOFTWARE available to third parties or use the Hosted Software ServiceSOFTWARE, or any portion thereof, in a service bureau, time-sharing or outsourcing service or otherwise commercially exploit use the Hosted Software Service, or any portion thereof, SOFTWARE for the benefit of third parties, (iii) remove or alter any proprietary rights notices or software markings in on the Hosted Software Service or any part thereof SOFTWARE or (iv) disclose or otherwise make availabledisclose, without Schrödinger’s prior written approval, the Hosted Software Service or any Schrödinger software, SOFTWARE or any code, information or materials contained in or related to the Hosted Software ServiceSOFTWARE, license keys, analysis or performance information, results of the Hosted Software Service SOFTWARE performance benchmarks or documentation to any entity (except to Your LICENSEE’s employees having a need to know for purposes of authorized use hereunder and who are informed in writing of the obligations of this section) or use any of the foregoing other than as expressly authorized hereunder. You LICENSEE shall notify Schrödinger immediately of any actual or imminent unauthorized access to, or use or disclosure of, any of the foregoing. You recognize LICENSEE recognizes that the unauthorized use or disclosure of any of the foregoing will give rise to irreparable injury to Schrödinger and/or or its licensors, licensors or affiliates and third party providers for which monetary damages may be an inadequate remedy; and You agree LICENSEE agrees that Schrödinger or its licensors, licensors or affiliates or third party providers may seek and obtain injunctive relief against the breach or threatened breach of Your LICENSEE’s obligations hereunder, in addition to any other legal and equitable remedies which may be available. The rights granted to You under the Hosted Service Agreement are conditioned on the following: (i) the login and password information of any User authorized to use the Hosted Software Service cannot be shared or used by anyone other than such authorized User and (ii) You agree to make every reasonable effort to prevent unauthorized use of the Hosted Software Service. Schrödinger shall have the right to audit Your use of the Hosted Software Service to ensure compliance with the terms of this Hosted Service Agreement, any applicable Price Quotation and any applicable third party hosting provider terms and conditions.