Common use of Rights and Limitations of Use Clause in Contracts

Rights and Limitations of Use. 3.1 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 License Period (a) to install, execute and use, and permit Authorized Users to execute and use, the Licensed Software internally within Customer’s organization 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 Licensed Software, to store, install, execute and use the same internally within Customer’s organization, solely in connection with Customer’s authorized use of the Licensed Software. 3.2 Except for the rights granted in Section 3.1, no other rights in or to any Licensed Software or other 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 the Licensed Software; (b) copy the Licensed Software, except that Customer may make and maintain during the License Period the minimum number of backup copies of the Licensed Software that are necessary for disaster recovery purposes; (c) sell, resell, license, sublicense, distribute, rent, lease or share any Licensed Software; (d) permit any Person who is not an Authorized User to use or access any Licensed Software; (e) use any Licensed Software other than for the Permitted Purpose; (f) use any Licensed Software to provide outsourcing, service bureau, hosting, application service provider or online services to third Persons (provided that the foregoing shall not prevent Customer from providing hosted access to the Licensed Software to Authorized Users for the Permitted Purpose); (g) modify or create any derivative works based upon any Licensed Software or other Company IP; (h) copy any feature, design or graphic in any Licensed Software or other Company IP; (i) reverse engineer, decompile, disassemble or attempt derive the source code or architecture of any Licensed Software, except to the extent such activities cannot be restricted under applicable Law; (j) use or access any Licensed Software or other Company IP in order to build a competitive solution or to assist someone else to build a competitive solution; (k) use the Licensed Software for performance, benchmarking or comparison testing or analysis or disclose to any third party or otherwise disseminate any results thereof (all of which shall be considered Confidential Information of Company) without Company’s prior written consent; (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 Licensed Software or any other Company IP; (m) use the Licensed Software in a manner that violates any applicable Law; or (n) permit any other Person to do any of the foregoing. 3.3 If the Order Form specifies a maximum number of Authorized Users, then each Authorized User must be a unique individual and Customer shall be responsible for ensuring that the maximum number is not exceeded. An Authorized User license may be permanently transferred from a former Authorized User (such as an individual whose employment by Customer terminates) to a replacement Authorized User, but two or more individuals may not share a single Authorized User license. 3.4 Customer is solely responsible for its relationships with all Authorized Users and Affiliates of Customer, for their use of the Licensed Software, and for ensuring that they comply with all the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by an Authorized User or Affiliate of Customer shall be deemed to be a violation by Customer of such terms and conditions.

Rights and Limitations of Use. 3.1 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 License Period (a) to install, execute and use, and permit Authorized Users to execute and use, the Licensed Software internally within Customer’s 's organization 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 Licensed Software, to store, install, execute and use the same internally within Customer’s 's organization, solely in connection with Customer’s 's authorized use of the Licensed Software. 3.2 Except for the rights granted in Section 3.1, no other rights in or to any Licensed Software or other 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 the Licensed Software; (b) copy the Licensed Software, except that Customer may make and maintain during the License Period the minimum number of backup copies of the Licensed Software that are necessary for disaster recovery purposes; (c) sell, resell, license, sublicense, distribute, rent, lease or share any Licensed Software; (d) permit any Person who is not an Authorized User to use or access any Licensed Software; (e) use any Licensed Software other than for the Permitted Purpose; (f) use any Licensed Software to provide outsourcing, service bureau, hosting, application service provider or online services to third Persons (provided that the foregoing shall not prevent Customer from providing hosted access to the Licensed Software to Authorized Users for the Permitted Purpose); (g) modify or create any derivative works based upon any Licensed Software or other Company IP; (h) copy any feature, design or graphic in any Licensed Software or other Company IP; (i) reverse engineer, decompile, disassemble or attempt derive the source code or architecture of any Licensed Software, except to the extent such activities cannot be restricted under applicable Law; (j) use or access any Licensed Software or other Company IP in order to build a competitive solution or to assist someone else to build a competitive solution; (k) use the Licensed Software for performance, benchmarking or comparison testing or analysis or disclose to any third party or otherwise disseminate any results thereof (all of which shall be considered Confidential Information of Company) without Company’s 's prior written consent; (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 Licensed Software or any other Company IP; (m) use the Licensed Software in a manner that violates any applicable Law; or (n) permit any other Person to do any of the foregoing. 3.3 If the Order Form specifies a maximum number of Authorized Users, then each Authorized User must be a unique individual and Customer shall be responsible for ensuring that the maximum number is not exceeded. An Authorized User license may be permanently transferred from a former Authorized User (such as an individual whose employment by Customer terminates) to a replacement Authorized User, but two or more individuals may not share a single Authorized User license. 3.4 Customer is solely responsible for its relationships with all Authorized Users and Affiliates of Customer, for their use of the Licensed Software, and for ensuring that they comply with all the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by an Authorized User or Affiliate of Customer shall be deemed to be a violation by Customer of such terms and conditions.