Restrictions on Software Use. These Terms and Conditions grant the City a limited right to access and use the Software. Therefore, the Software is not sold, and City receives no title to or ownership of any copy or of the Software itself. Furthermore, City receives no rights to the Software other than those specifically granted in Section 2.1 above. Without limiting the generality of the foregoing, City shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sub-subscribe the Software; (b) allow third parties to exploit the Software; or (c) reverse engineer, decompile, or attempt to derive any of the Software’s source code.
Restrictions on Software Use. Except as permitted by these Resale Terms, Partner shall not, and shall not permit Partner personnel, Customers, or other third parties to: (a) use the Software for any purpose other than those purposes and activities expressly permitted under these Resale Terms and for no other purpose; (b) display, modify, translate or create derivative works based on the Software, M&S, and the Promotional Materials, in whole or in part; (c) circumvent the Software license keys; (d) reverse engineer, decompile, disassemble or otherwise attempt to discern the source code for the Software, except to the extent expressly permitted by Law and to the extent KSC is not permitted by Law to exclude or limit such activities, provided that if Law expressly permits those activities, the software derived from those activities shall be the property of KSC subject to use under the license grants set forth herein and Partner agrees to assign and hereby does assign all right, title and interest in such software and all IP Rights therein to KSC; (e) copy the (i) Software except as is necessary for backup purposes and to distribute one copy to a Customer pursuant to an End User License Agreement or as otherwise expressly permitted hereunder; or (ii) Documentation or Promotional Materials except as is required for Partner to perform its obligations hereunder; (f) lend, lease, sell, distribute, assign, license, or distribute on an ASP, service bureau, or time-sharing basis, or otherwise transfer the Software, M&S, Promotional Materials, or the KSC Marks to any third party, including any of KSC’s competitors; or (g) remove, alter or obscure any copyright notices or other proprietary notices or legends, or any tags, labels or other identifying marks placed by KSC or any of its licensors, including the KSC Marks on any Software or Promotional Materials, and Partner shall reproduce all such notices, legends and marks when reproducing any of the foregoing as permitted herein.
Restrictions on Software Use. Client may not make any additional copies of any portion of the Software or any Third Party Software. Client also agrees not to: (a) transfer any portion of the Software or Third Party Software to anyone other than Xxxxxxx Xxxxxxx; (b) lend, rent, lease or allow a third party to access any portion of the Software or Third Party Software; (c) move a copy of the Software or any Third Party Software from one item of Equipment to another; (d) make available any portion of the Software or Third Party Software in a network so that multiple computing devices may operate using a single copy of the Software or Third Party Software; (e) disclose, reverse engineer or reverse compile the Software or Third Party Software (except as expressly authorized by applicable law without the possibility of contractual waiver); or (f) create derivative works of the Software or Third Party Software. Client acknowledges that the Software, Xxxxxxx Xxxxxxx-provided Third Party Software, and written documentation associated therewith, constitute valuable trade secret information and copyrighted material which is owned exclusively by Xxxxxxx Xxxxxxx or its suppliers, and that any threatened violation of the Agreement shall cause irreparable harm to Xxxxxxx Xxxxxxx. Client agrees not to disclose the Software or Third Party Software or its documentation to any other entity or use such items for any purpose not expressly authorized in the Agreement and in the applicable Third Party Software License Terms.
Restrictions on Software Use. Customer will not permit any third parties to access and use the Software other than Subscribers. Customer will not permit Subscribers in excess of the cap set forth in the applicable Order Form to access or use the Software. Customer will be responsible and liable for all Subscribers’ compliance with the terms and conditions of this Agreement. Customer will not: (a) modify, translate or create derivative works from the Software; (b) allow third parties to exploit the Software; (c) reverse engineer, decompile, or attempt to derive any of the Software’s source code, object code or underlying structure, ideas or algorithms of the Software; (d) remove or modify any program markings or any notice of SEW’s proprietary rights; (e) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Software; (f) use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (g) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Software or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing. Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Software and notify SEW promptly of any such unauthorized access or use, and (ii) use the Software only in accordance with the Documentation and all applicable laws, rules and regulations.
