Common use of Licensed Materials Clause in Contracts

Licensed Materials. 2.1.1 If the Subscription is for AMI Software, Licensor hereby grants to Buyer, subject to Section 2.1.3, a nonexclusive, worldwide (subject to Section 12.6), nontransferable (except in connection with an assignment permitted under Section 12.2 or a divestiture permitted under Section 12.3), non-terminable (except as provided in Section 10) license under all Proprietary Rights in and to the AMI Software and AMI Image, to deploy, operate and use the AMI Software and AMI Image under ▇▇▇▇▇’s own AWS Services account on AWS Services infrastructure in accordance with the applicable Standard Contract Listing and to allow its Users to access and use the AMI Software and AMI Image as so deployed. 2.1.2 If the Subscription is for SaaS Software, Licensor hereby grants to Buyer, subject to Section 2.1.3, a nonexclusive, worldwide (subject to Section 12.6), nontransferable (except in connection with an assignment permitted under Section 12.2or a divestiture permitted under Section 12.3), non-terminable (except as provided in Section 10) license under all Proprietary Rights in and to the SaaS Software and SaaS Service, to access, receive and use the SaaS Software and SaaS Service in accordance with the applicable Standard Contract Listing and to allow its Users to access, receive and use the SaaS Software and SaaS Service. 2.1.3 Buyer may use the Software and, as applicable, the AMI Image or SaaS Service, only: in support of the internal operations of Buyer’s and its Affiliates’ business(es) or organization(s), in connection with Buyer’s and its Affiliates’ products and services (but, for clarity, not as a stand-alone product or service of Buyer or its Affiliates), and in connection with Buyer’s and its Affiliate’s interactions with Users. 2.1.4 Buyer may make a reasonable number of copies of the Documentation as necessary to use such Software, and as applicable the AMI Image, in accordance with the rights granted under this Agreement, provided that Buyer includes all proprietary legends and other notices on all copies. Licensor retains all rights not expressly granted to Buyer under this Agreement.

Licensed Materials. 2.1.1 If the Subscription is for AMI Software, then effective upon the acceptance of a Subscription through the AWS Marketplace, and subject to Buyer’s and its Users’ continuing compliance with the Agreement (including, without limitation, timely payment of applicable fees), Licensor hereby grants to Buyer, subject to Section 2.1.3, a limited, personal, nonexclusive, worldwide (subject to Section 12.6), nontransferable (except in connection with an assignment permitted under Section 12.2 or a divestiture permitted under Section 12.3, and subject to Section 2.1.5 below), non-terminable (except as expressly provided in herein, including, without limitation, Section 10) license under all Proprietary Rights in and to the AMI Software and AMI Image, to deploy, operate and use the AMI Software and AMI Image under ▇▇▇▇▇Buyer’s own AWS Services account on AWS Services infrastructure in accordance with the applicable Standard Contract AWS Marketplace Listing and to allow its Users to access and use the AMI Software and AMI Image as so deployed. This license grant may not be sublicensed, in whole or in part. 2.1.2 If the Subscription is for SaaS Software, then effective upon the acceptance of a Subscription through the AWS Marketplace, and subject to Buyer’s and its Users’ continuing compliance with the Agreement (including, without limitation, timely payment of applicable fees), Licensor hereby grants to Buyer, subject to Section 2.1.3, a nonexclusive, worldwide (subject to Section 12.6), nontransferable (except in connection with an assignment permitted under Section 12.2or a divestiture permitted under Section 12.3), non-terminable (except as provided in Section 10) license under all Proprietary Rights in and to the SaaS Software and SaaS Service, to access, receive and use the SaaS Software and SaaS Service in accordance with the applicable Standard Contract Listing and to allow its Users to access, receive and use the SaaS Software and SaaS Service., 2.1.3 Buyer may use the Software and, as applicable, the AMI Image or SaaS Service, only: (a) in support of the internal operations of Buyer’s and its AffiliatesAuthorized Buyer Entities’ business(es) or organization(s), in connection with Buyer’s and its AffiliatesAuthorized Buyer Entities’ products and services (but, for clarity, not as a stand-alone product or service of Buyer or its AffiliatesAuthorized Buyer Entities), and in connection with Buyer’s and its Affiliate’s Authorized Buyer Entities’ interactions with UsersUsers or (b) in the case of an Evaluation License, then subject to the terms of Section 2.1.5 below. 2.1.4 Buyer may make a reasonable number of copies of the Documentation as necessary to use such Software, and as applicable the AMI Image, in accordance with the rights granted under this Agreement, provided that Buyer includes all proprietary legends and other notices on all copies. Licensor retains all rights not expressly granted to Buyer under this Agreement. 2.1.5 To the extent that Buyer purchases (a) a no-cost Subscription to the Software (whether deployed via AMI or SaaS) and/or Services through the AWS Marketplace and/or (b) a Subscription to the Software (whether deployed via AMI or SaaS) and/or Services through the AWS Marketplace, that is otherwise described in the AWS Marketplace Listing as (or otherwise indicates that it is) an evaluation or no-cost Subscription, then (i) Buyer agrees to use the Software and/or Services solely for its own internal analysis and internal business purposes, to determine the acceptability of the Software and/or Services and whether Buyer has an interest in obtaining, as appropriate, a standard Subscription to the Software and/or Services from Licensor for use by Buyer and (ii) Licensor’s grant of license to Buyer as provided above in this Section 2.1 shall be nontransferable (collectively, an “Evaluation License”). If Buyer deems Licensor’s Software and/or Services acceptable and desires to purchase a Subscription that is beyond the scope of the Evaluation License described herein, then Buyer should purchase a standard Subscription through the AWS Marketplace, via a AWS Marketplace Listing. An Evaluation License Subscription shall be in effect for the period of time as expressly ordered through the AWS Marketplace (the “Evaluation Period”), or if no period of time is so indicated through the AWS Marketplace, then such Evaluation License Subscription shall continue in effect for twelve (12) months after the date of Buyer’s purchase of the Evaluation License Subscription on the AWS Marketplace. The renewal provisions in Section 10.1.2(b) below are not applicable to any Evaluation License or any Evaluation Period. With respect to any Evaluation License, the provisions in this Section 2.1.5 shall supersede any conflicting provisions in Sections 2.1.1 – 2.1.4 above. 2.1.6 IF LICENSOR OFFERS OR PROVIDES ANY FREE SERVICES (INCLUDING, WITHOUT LIMITATION, DURING ANY EVALUATION PERIOD), THEY ARE PROVIDED ON AN AS-IS, WHERE-IS BASIS WITHOUT ANY PROMISES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND.

Licensed Materials. 2.1.1 If the Subscription is for AMI Software, Licensor hereby grants to Buyer, subject to Section 2.1.3, a nonexclusive, worldwide (subject to Section 12.6), nontransferable (except in connection with an assignment permitted under Section 12.2 or a divestiture permitted under Section 12.3), non-terminable (except as provided in Section 10) license under all Proprietary Rights in and to the AMI Software and AMI Image, to deploy, operate and use the AMI Software and AMI Image under ▇▇▇▇▇’s own AWS Services account on AWS Services infrastructure in accordance with the applicable Standard Managed Service Contract Listing and to allow its Users to access and use the AMI Software and AMI Image as so deployed. 2.1.2 If the Subscription is for SaaS Software, Licensor hereby grants to Buyer, subject to Section 2.1.3, a nonexclusive, worldwide (subject to Section 12.6), nontransferable (except in connection with an assignment permitted under Section 12.2or a divestiture permitted under Section 12.3), non-terminable (except as provided in Section 10) license under all Proprietary Rights in and to the SaaS Software and SaaS Service, to access, receive and use the SaaS Software and SaaS Service in accordance with the applicable Standard Managed Service Contract Listing and to allow its Users to access, receive and use the SaaS Software and SaaS Service. 2.1.3 Buyer may use the Software and, as applicable, the AMI Image or SaaS Service, only: in support of the internal operations of Buyer’s and its Affiliates’ business(es) or organization(s), in connection with Buyer’s and its Affiliates’ products and services (but, for clarity, not as a stand-alone product or service of Buyer or its Affiliates), and in connection with Buyer’s and its Affiliate’s interactions with Users. 2.1.4 Buyer may make a reasonable number of copies of the Documentation as necessary to use such Software, and as applicable the AMI Image, in accordance with the rights granted under this Agreement, provided that Buyer includes all proprietary legends and other notices on all copies. Licensor retains all rights not expressly granted to Buyer under this Agreement.

Licensed Materials. 2.1.1 If the Subscription is for AMI Installed Software, Licensor Seller hereby grants to Buyer, subject to Section 2.1.3, a nonexclusive, worldwide (subject to Section 12.613.6), nontransferable (except in connection with an assignment permitted under Section 12.2 13.2 or a divestiture permitted under Section 12.313.3), non-non- terminable (except as provided in Section 1011) license under all Proprietary Rights in and to the AMI Installed Software and AMI Imagecopies of the Installed Software, to deploy, operate and use the AMI Installed Software and AMI Image under ▇▇▇▇▇in Buyer’s own AWS Services account environment or on AWS Services infrastructure in accordance with the applicable Standard Contract Listing and an environment that it subscribes to allow its Users to access and use the AMI Software and AMI Image such as so deployedfor a cloud service provider or public cloud account. 2.1.2 If the Subscription is for SaaS Software, Licensor Seller hereby grants to Buyer, subject to Section 2.1.3, a nonexclusive, worldwide (subject to Section 12.613.6), nontransferable (except in connection with an assignment permitted under Section 12.2or 13.2 or a divestiture permitted under Section 12.313.3), non-terminable (except as provided in Section 1011) license under all Proprietary Rights in and to the SaaS Software and SaaS Service, to access, receive and use the SaaS Software and SaaS Service in accordance with the applicable Standard Contract Listing Agreement and to allow its Users to access, receive and use the SaaS Software and SaaS Service. 2.1.3 Buyer may use the Software and, as applicable, the AMI Image or SaaS Service, only: only in support of the internal operations of Buyer’s and its Affiliates’ business(es) or organization(s), in connection with Buyer’s and its Affiliates’ products and services (but, for clarity, not as a stand-alone product or service of Buyer or its Affiliates), and in connection with Buyer’s and its Affiliate’s interactions with Users. 2.1.4 Buyer may make a reasonable number of copies of the Documentation as necessary to use such Software, and as applicable the AMI Installed Image, in accordance with the rights granted under this Agreement, provided that Buyer includes all proprietary legends and other notices on all copies. Licensor Seller retains all rights not expressly granted to Buyer under this Agreement.

Licensed Materials. 2.1.1 If the Subscription is for AMI Software, Licensor hereby grants to Buyer, subject to Section 2.1.3, a nonexclusive, worldwide (subject to Section 12.6), nontransferable (except in connection with an assignment permitted under Section 12.2 or a divestiture permitted under Section 12.3), non-terminable (except as provided in Section 10) license under all Proprietary Rights in and to the AMI Software and AMI Image, to deploy, operate and use the AMI Software and AMI Image under ▇▇▇▇▇’s 's own AWS Services account on AWS Services infrastructure in accordance with the applicable Standard Contract Listing and to allow its Users to access and use the AMI Software and AMI Image as so deployed. 2.1.2 If the Subscription is for SaaS Software, Licensor hereby grants to Buyer, subject to Section 2.1.3, a nonexclusive, worldwide (subject to Section 12.6), nontransferable (except in connection with an assignment permitted under Section 12.2or a divestiture permitted under Section 12.3), non-terminable (except as provided in Section 10) license under all Proprietary Rights in and to the SaaS Software and SaaS Service, to access, receive and use the SaaS Software and SaaS Service in accordance with the applicable Standard Contract Listing and to allow its Users to access, receive and use the SaaS Software and SaaS Service. 2.1.3 Buyer may use the Software and, as applicable, the AMI Image or SaaS Service, only: in support of the internal operations of Buyer’s 's and its Affiliates’ ' business(es) or organization(s), in connection with Buyer’s 's and its Affiliates’ ' products and services (but, for clarity, not as a stand-alone product or service of Buyer or its Affiliates), and in connection with Buyer’s 's and its Affiliate’s 's interactions with Users. 2.1.4 Buyer may make a reasonable number of copies of the Documentation as necessary to use such Software, and as applicable the AMI Image, in accordance with the rights granted under this Agreement, provided that Buyer includes all proprietary legends and other notices on all copies. Licensor retains all rights not expressly granted to Buyer under this Agreement.