Common use of Software Licences Clause in Contracts

Software Licences. 10.1 Certain Subscription Services may include limits on the numbers or identities of Clients or other Subscription Service Usage Restrictions. Where these apply in respect of a particular Subscription Service, the Buyer shall comply with (and ensure that all persons accessing the Subscription Services through the Buyer shall comply with) such limits and Subscription Service Usage Restrictions. 10.2 The Buyer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Software and/or the Services and, in the event of any such unauthorised access or use, the Buyer shall promptly notify Supplier. 10.3 Any technological measures in the Subscription Software that are designed to prevent unlicensed or illegal use of the Subscription Software may not be removed and the Buyer agrees to the use by Supplier and/or its licensors of such measures. 10.4 Supplier and/or its licensors shall be entitled to automatically check the version level of the Subscription Software and/or their components that are being used by the Buyer. 10.5 If the Buyer requires information necessary to achieve the interoperability of the Client Software with other programs, it should contact Supplier. Any such information which is provided by Supplier shall only be used by the Buyer to achieve such interoperability, and for no other purpose, and “interoperability” has the meaning within Section 50B of the Copyright Designs and Patents Act 1988. 10.6 Notwithstanding any other provision in the Call-Off Contract to the contrary, any Subscription Software which is subject to click-wrap or click-on license terms and conditions, is subject to Open Source Software licences, or any other end user licence terms shall be subject to those terms. 10.7 Where Subscription Software is subject to click-on or click wrap licence terms, the Buyer hereby authorises Supplier to accept such terms on its behalf and accepts responsibility in respect thereof. 10.8 Certain Subscription Software will require the Buyer to input access codes and/or licence keys in order to obtain full access to it. If and to the extent that Supplier provides activation codes or license codes under the Call-Off Contract, the Buyer shall keep these confidential and shall not disclose these codes to third parties. In addition where any Subscription Software requires a password to access it then the Buyer shall: (i) ensure that any passwords it is required to create are created with reasonable care and skill in line with current good IT security practice, and (ii) keep all such passwords confidential and not disclose them to third parties. 10.9 The Buyer shall be entitled to make such backup copies of each instance of the Client Software as are reasonably required for its own licensed use of the Client Software. 10.10 Client Software will be supplied in object code only. The source code will not be provided, save where and to the extent that any Open Source Software license mandates otherwise in respect of it. For the avoidance of doubt, no software code relating to Server Software will be made available to the Buyer under the Call-Off Contract. 10.11 Supplier reserves all rights not expressly granted under the Call-Off Contract.