Software and Materials Clause Samples
The 'Software and Materials' clause defines the rights and responsibilities of the parties regarding any software, documentation, or related materials provided under the agreement. It typically outlines what software or materials are included, how they may be used, and any restrictions on copying, modifying, or distributing them. For example, it may specify that the client receives a license to use certain software or that proprietary materials remain the property of the provider. This clause ensures clarity about ownership, permitted uses, and limitations, thereby preventing disputes over intellectual property and usage rights.
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Software and Materials. No Intellectual Property is assigned to Customer hereunder. Excluding Customer Data, Sensus shall own or continue to own all right, title, and interest in and to the Intellectual Property associated with the Software and related documentation, including any derivations and/or derivative works (the “Sensus IP”). To the extent, if any, that any ownership interest in and to such Sensus IP does not automatically vest in Sensus by virtue of this Agreement or otherwise, and instead vests in Customer, Customer agrees to grant and assign and hereby does grant and assign to Sensus all right, title, and interest that Customer may have in and to such Sensus IP. Customer agrees not to reverse engineer any Sensus Products purchased or provided hereunder.
Software and Materials. In order for you to use this remote acceptance service, you will be provided with installation software. We will provide a user manual and other appropriate materials that will give you details on how to use this Service and install the software. The user manual and any other materials are considered part of the documentation for the service.
Software and Materials. 8.1 Subject to Clause 8.2, we grant you a non-exclusive, non- transferable licence to use the Software and the Materials in conjunction with the relevant System for the intended business purpose contemplated by this Agreement. Title to and all rights in the Software and the Materials belong to us or our licensors and, except for the specific rights granted to you by this Agreement, you will acquire no rights whatsoever in relation thereto.
8.2 Your use of certain of the Software and Materials may be subject to additional restrictions. These will be notified to you upon the supply of the Software or Materials or otherwise from time to time. You shall be deemed to have accepted any such additional terms upon any User using any such Software or Materials.
8.3 You undertake not to alter, reverse engineer, copy (other than to the extent necessary for the permitted use), publish or impart to any third party any Software or Materials.
Software and Materials. Subject to Clause 8.2, we grant you a non-exclusive, non-transferable licence to use the Software and the Materials in conjunction with the relevant e-Channel(s) for the intended business purpose contemplated by this Agreement. Title to and all rights in the Software and the Materials belong to us or our licensors and, except for the specific rights granted to you by this Agreement, you will acquire no rights whatsoever in relation thereto. Your use of certain Software and Materials may be subject to additional restrictions. These will be notified to you upon the supply of the Software or Materials from time to time. You shall be deemed to have accepted any such additional terms upon any User using any such Software or Materials. You undertake not to alter, reverse engineer, copy (other than to the extent necessary for the permitted use), publish or impart to any third party any Software or Materials. Liability Subject to Clauses 9.2 to 9.5 (inclusive), the Bank and/or any other member of the HSBC Group shall only be liable for any loss, damage or delay which you suffer or incur as a direct result of the Bank’s or the other HSBC Group Member’s gross negligence or wilful misconduct and shall not be liable for any other loss or damage of any kind. Neither the Bank nor any other member of the HSBC Group shall in any event be liable to you for any loss of business or profits or data, or indirect, consequential or special loss or damage arising out of your use of, or in connection with, the e-Channels or the Services, whether or not the Bank or that other member of the HSBC Group has been advised of the possibility of such loss or damage and whether or not arising out of negligence, breach of this Agreement or otherwise. Neither party nor any other member of the HSBC Group purports to exclude or limit liability in relation to fraud, personal injury or death. Subject to Clause 9.5, the liability of the Bank and each other member of the HSBC Group to you due to, under d/or arising out of or in connection with this Agreement shall, in aggregate in any calendar year, not exceed USD1 million. For Bank use only: Customer ID Section 4 🞂 E-Channels Terms and Conditions ...Continued
Software and Materials. 6.1.1 The Contractor shall ensure that all Source Code developed and delivered pursuant to this Agreement complies with Industry Standards and Best Practice. ☐ APPLIES ☐ DOES NOT APPLY
6.1.2 The Contractor shall not use any third-party software or Open-Source Software in the development of the Bespoke Software other than as outlined in the Submission without the prior written consent of the Client. Applications to use third party source code should clearly outline the purpose of the software and details of the licence under which it is to be provided. ☐ APPLIES ☐ DOES NOT APPLY
6.1.3 The Contractor shall:
(i) develop documents in relation to each Software Module, outlining the design of each module and include a technical explanation of all the system functionality;
(ii) develop an installation guide for each Software Module;
(iii) release notes for the Services including agreed known issue list; and
(iv) ensure that all documentation relating to the Software Modules be of the highest international standards in accordance with good industry practice and delivered in English. ☐ APPLIES ☐
Software and Materials. ▇▇▇▇▇.▇▇ warrants that it has the necessary rights, title, and interest (including Intellectual Property Rights) in and to all software, hardware, products, and systems necessary for ▇▇▇▇▇.▇▇ to provide the ▇▇▇▇▇.▇▇ ▇▇▇▇ hereunder.
Software and Materials. Customer will have the opportunity to review and approve any Software and Promotional Materials developed by Topodium on behalf of the Customer before they are used, published or distributed. Software includes SaaS, applications, databases and other systems developed by Topodium on behalf of the Customer. The period for review and acceptance of these Software and Promotional Materials will vary depending on the Service. Your Topodium representative will communicate these deadlines to you in writing, why may include email.
Software and Materials. We will provide you PINACLE® access to the Deposit- On-Site computer software program and its related documentation (collectively referred to as the “Program”). Additional requirements regarding the use of the Program are detailed below. We will provide a user manual and other appropriate materials that will give you details on how to use this Service. The user manual and any other materials are considered part of the Documentation for the Service and are incorporated herein by reference.