Incidental Software. If FIS provides Client with use of any software provided incidentally in connection with Client’s use of a Service or Deliverable under a Schedule or SOW, then Client’s use of such software is (a) a non-exclusive, limited, personal, non-transferable license right, either royalty-free or for such license fees as are stated in the applicable Schedule or other document associated with such software under the Schedule, (b) limited to the Term of the applicable Schedule or SOW; and (c) limited, to use solely in connection with the Services, or Deliverables in a manner that is consistent with applicable instructions and/or specifications FIS may provide. Client may not remove or obscure any proprietary marks or legends associated with the software. Client may not sublicense or redistribute the software, may not reverse engineer any software object code, may not provide the software to any third party or as a service bureau, or otherwise use or make available the software except for Client’s own business (PID # 224877) ______ initials _______initials Proprietary and Confidential Information – Fidelity Information Services, LLC Page 10 of 35 Exhibit 10.50 REDACTED – OMITTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND IS DENOTED HEREIN BY ***** Master Services Agreement purposes in direct connection with the Services and/or Deliverables for which it was provided under the applicable Schedule. Client’s license to use the software shall expire immediately upon termination of the Agreement or if sooner, the related Schedule or SOW. Client is responsible for any use of the software and bears sole liability for any such use. In the event any different or other terms are stated in the applicable Schedule, document associated with such software under the Schedule or SOW, or user terms required by a third party in the event of third-party software (“Third-Party Software user agreement”), then such terms shall govern and prevail over the terms stated in this Section 4.6. All rights not expressly granted as stated herein, are reserved with respect to any software.
Incidental Software. In the event that Schedule 3 (Purchased Technology Deliverables) fails to include all software, in source and object code, and related user, developer, technical and design documentation (other than Licensed Assets) used by Seller in the Employee Self Service Activities as of the Effective Date ("INCIDENTAL SOFTWARE") then, promptly upon identifying such Incidental Software, either (a) the parties shall agree to include such in the Purchased Technology Deliverables if such software was used exclusively in connection with the other Purchased Technology Deliverables by Seller as of the Effective Date or (b) Seller shall license Purchaser to use such Incidental Software on a perpetual, fully paid up, non-exclusive basis in connection with the Employee Self Service Activities. In the event that parties dispute the existence or characterization of such Incidental Software (as either category "a" or "b" above), the parties agrees to resolve the dispute by referring the matter to arbitration under the commercial rules of the American Arbitration Association, with a mutually acceptable expert in software acting as the arbitrator, each party being one half of the arbitrator and association fees. Seller shall have no obligation to include Incidental Software in the Purchased
Incidental Software. If FIS provides Client with use of any software provided incidentally in connection with Client’s use of a Service or Deliverable under a Schedule or SOW, then Client’s use of such software is (a) a non-exclusive, limited, personal, non-transferable license right, either royalty-free or for such license fees as are stated in the applicable Schedule or other document associated with such software under the Schedule, (b) limited to the Term of the applicable Schedule or SOW; and (c) limited, to use solely in connection with the Services, or Deliverables in a manner that is consistent with applicable instructions and/or specifications FIS may provide. Client may not remove or obscure any proprietary marks or legends associated with the software. Client may not sublicense or redistribute the software, may not reverse engineer any software object code, may not provide the software to any third party or as a service bureau, or otherwise use or make available the software except for Client’s own business purposes in direct connection with the Services and/or Deliverables for which it was provided under the applicable Schedule. Client’s license to use the software shall expire immediately upon termination of the Agreement or if sooner, the related Schedule or SOW. Client is responsible for any use of the software and bears sole liability for any such use. In the event any different or other terms are stated in the applicable Schedule, document associated with such software under the Schedule or SOW, or user terms required by a third party in the event of third-party software (“Third-Party Software user agreement”), then such terms shall govern and prevail over the terms stated in this Section 4.6. All rights not expressly granted as stated herein, are reserved with respect to any software. 5 FEES, EXPENSES, PAYMENT TERMS, CURRENCY.
Incidental Software. Client may receive software from RapidDeploy, incidental to Client’s use of the Services, which would be installed on its Users’ devices to enable use of the Services. If that software is subject to an accompanying license agreement, Client must comply with, and cause its Users to comply with, the terms of that license and any relevant End User License Agreement. If that software does not have an accompanying license agreement, then the terms of this Agreement exclusively apply to Client’s use of such software. Client may only use that software: (a) in connection with its use of the Services; (b) for the Subscription Term; and (c) in accordance with this Agreement.
