Rights and Limitations of Use. 4.1 Subject to the terms and conditions of this Agreement (including Customer's payment obligations hereunder), Company grants to Customer a limited, non-exclusive, non-transferable right and license during the applicable Subscription Period: (a) to access and use, and permit Authorized Users to access and use, the Subscription Services and Documentation solely for the Permitted Purpose; and (b) to the extent Company makes available to Customer, by way of download or other form of distribution, any pre-defined report formats, software components, tools, materials or technology intended for use in connection with the Subscription Services, to store, install, execute and use the same internally within Customer’s organization, solely in connection with Customer’s authorized use of the Subscription Services. 4.2 Except for the rights granted in Section 4.1, no other rights in or to any SaaS Services or Company IP, express or implied, are granted to Customer. Without limiting the foregoing, except to the extent expressly authorized by this Agreement, Customer may not: (a) transfer to any other Person any of its rights to use Subscription Services; (b) sell, resell, license, sublicense, distribute, rent, lease or share any Subscription Services or software associated with such services; (c) permit any Person who is not an Authorized User to use or access any Subscription Services; (d) use any Subscription Services other than for the Permitted Purpose; (e) use any Subscription Services to provide outsourcing, service bureau, hosting, application service provider or online services to third Persons; (f) create any derivative works based upon any Subscription Services or Company IP; (g) copy any feature, design or graphic in any Subscription Services or Company IP; (h) attempt to circumvent any security device or access or derive the source code or architecture of any Subscription Services or Company IP; (i) use or access any Subscription Services or Company IP in order to build a competitive solution or to assist someone else to build a competitive solution; (j) load or penetration test the Subscription Services or otherwise use any Subscription Services in any way that is, or could reasonably be expected to be, detrimental to Company’s ability to provide services to any other customer; (k) use any Subscription Services to access the data of any other customer of Company; (l) alter, remove or conceal any government restricted rights notice or any copyright, trademark, trade name or other proprietary marking or notice that may appear in or on the Subscription Services, the Documentation or any other Company IP; (m) use the Subscription Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material including code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, or to store or transmit material in violation of third-party privacy rights; (n) reverse engineer any Subscription Services or related software (to the extent such restriction is permitted by Law) or (n) use the Subscription Services in a manner that violates any applicable Law, ordinance, regulation or administrative order; or (o) permit any other Person to do any of the foregoing.
Appears in 3 contracts
Sources: Master Subscription Agreement, Master Subscription Agreement, Master Subscription Agreement
Rights and Limitations of Use. 4.1 3.1 Subject to the terms and conditions of this Agreement (including Customer's payment obligations hereunder), Company EmOpti grants to Customer a limited, non-exclusive, non-transferable right and license during the applicable Subscription Period: (a) to access and use, and permit Authorized Users to access and use, the Subscription Purchased Services and Documentation solely for the Permitted Purpose; and (b) to make use of any Deliverables for the purposes and subject to any usage limitations specified in an applicable SOW; and (c) to the extent Company EmOpti makes available to Customer, by way of download or other form of distribution, any pre-defined report formats, software componentssoftware, tools, materials or technology intended for use in connection with the Subscription EmOpti Services, to store, install, execute and use the same internally within Customer’s organization’s, its Affiliates’ and Clients’ organizations, solely in connection with Customer’s their authorized use of the Subscription ServicesPurchased Services for the Permitted Purpose.
4.2 3.2 Except for the rights granted in Section 4.13.1, no other rights in or to any SaaS the EmOpti Services or Company any EmOpti IP, express or implied, are granted to Customer. Without limiting the foregoing, except to the extent expressly authorized by this Agreement, Customer may not: (a) transfer to any other Person any of its rights to use Subscription the Purchased Services; (b) sell, resell, license, sublicense, distribute, rent, lease or share any Subscription Services or software associated with such servicesthe Purchased Services; (c) permit any Person who is not an Authorized User to use or access any Subscription the Purchased Services; (d) use any Subscription the Purchased Services other than for the Permitted Purpose; (e) use any Subscription the Purchased Services to provide outsourcing, service bureau, hosting, application service provider or online services to third Persons; (f) create any derivative works based upon any Subscription EmOpti Services or Company EmOpti IP; (g) copy any feature, design or graphic in any Subscription EmOpti Services or Company EmOpti IP; (h) attempt to circumvent any security device or access or derive the source code or architecture of any Subscription EmOpti Services or Company EmOpti IP; (i) use engage in the development or access any Subscription Services or Company IP engage in order activities intended to build facilitate the development of a competitive solution to any EmOpti Services or assist another person to assist someone else to build create a competitive solutionsolution to any EmOpti Services; (j) load or penetration test the Subscription any EmOpti Services or otherwise use any Subscription EmOpti Services in any way that is, or could reasonably be expected to be, detrimental to CompanyEmOpti’s ability to provide services to any other customer; (k) use any Subscription EmOpti Services to access the data of any other customer of CompanyEmOpti; (l) alter, remove or conceal any government restricted rights notice or any copyright, trademark, trade name or other proprietary marking or notice that may appear in or on the Subscription any EmOpti Services, the Documentation or any other Company EmOpti IP; (m) use the Subscription EmOpti Services to transmit or store any viruses, worms, time bombs, Trojan horses and other harmful or transmit infringing, libelous, or otherwise unlawful or tortious material including malicious code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, or to store or transmit material in violation of third-party privacy rightsprograms; (n) reverse engineer any Subscription Services or related software (to the extent such restriction is permitted by Law) or (n) use the Subscription EmOpti Services in a manner that violates any applicable Lawlaw, ordinance, regulation or administrative order; or (o) permit any other Person (including any Client or Authorized User) to do any of the foregoing.
Appears in 1 contract
Sources: Master Services Agreement
Rights and Limitations of Use. 4.1 4.1. Subject to the terms and conditions of this Agreement (including Customer's payment obligations hereunder), Company grants to Customer a limited, non-exclusive, non-transferable right and license during the applicable Subscription Period: (a) to access and use, and permit Authorized Users to access and use, the Subscription Services and Documentation solely for the Permitted Purpose; and (b) to the extent Company makes available makesavailable to Customer, by way of download or other form of distribution, any pre-pre- defined report formats, software components, tools, materials or technology intended for use in connection with the Subscription Services, to store, install, execute and use the same internally within Customer’s organization, solely in connection with Customer’s authorized use of the Subscription Services.
4.2 4.2. Except for the rights granted in Section 4.1, no other rights in or to any SaaS Services or Company IPCompanyIP, express or implied, are granted to Customer. Without limiting the foregoing, except to the extent expressly authorized by this Agreement, Customer may not: :
(a) transfer to any other Person any of its rights to use Subscription Services; ;
(b) sell, resell, license, sublicense, distribute, rent, lease or share any Subscription Services or Servicesor software associated with such services; ;
(c) permit any Person who is not an Authorized User to use or access any Subscription Services; ;
(d) use any Subscription Services other than for the Permitted Purpose; ;
(e) use any Subscription Services to provide outsourcing, service bureau, hosting, application service provider or online services to third Persons; ;
(f) create any derivative works based upon any Subscription Services or Company IP; (g) copy g)copy any feature, design or graphic in any Subscription Services or Company IP; ;
(h) attempt to circumvent any security device or access or derive the source code or architecture of any Subscription Services or Company IP; ;
(i) use or access any Subscription Services or Company IP in order to build a competitive solution or to assist someone else someoneelse to build a competitive solution; ;
(j) load or penetration test the Subscription Services or otherwise use any Subscription Services in any way that is, or could reasonably be expected to be, detrimental to Company’s ability to provide services to any other customer; ;
(k) use any Subscription Services to access the data of any other customer of Company; ;
(l) alter, remove or conceal any government restricted rights notice or any copyright, trademark, trade name or other proprietary marking or notice that may appear in or on the Subscription Services, the Documentation or any other Company IP; ;
(m) use the Subscription Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material including code, files, scripts, agents or programs intended to do harmdoharm, including, for example, viruses, worms, time bombs and Trojan horses, or to store or transmit material in violation of third-party privacy rights; ;
(n) reverse engineer any Subscription Services or related software (to the extent such restriction is permitted by Law) or (n) use the Subscription Services in a manner that violates any applicable Law, ordinance, regulation or administrative order; or or
(o) permit any other Person to do any of the foregoing.
Appears in 1 contract
Sources: Master Subscription Agreement