Common use of SOFTWARE SERVICE Clause in Contracts

SOFTWARE SERVICE. 3.1 Subject to all the terms and conditions of this Agreement and payment of the Licence Fee, With Intelligence hereby grants Client a non-exclusive, non-transferable, non-sub-licencable, right to Use the Software Service for the Term in accordance with the Permitted Number and for the avoidance of doubt, this right is in respect of Use of the Software Service by the Client and its Users only and no subsidiaries or holding company of the Client may Use the Software Service. 3.2 The Client shall, and procure that each User shall, Use the Software Service only in accordance with the terms of this Agreement. The Client shall be responsible for all use of the Software Service by Users and shall be liable for breach of this Agreement by a User as if it were a breach by the Client. 3.3 All customisations, updates and enhancements in respect of the Software Service created and/or delivered pursuant to any Professional Services shall be deemed to be part of the Software Service licensed hereunder, and ownership thereof shall vest in With Intelligence absolutely upon creation. 3.4 Subject to payment of an additional Licence Fee and to With Intelligence’s prior written approval, the Client may increase the Permitted Number at any time by providing not less than seven (7) days prior written notice to With Intelligence. The amount of such additional Licence Fee shall be calculated on a pro-rata basis, from the date of With Intelligence’s notice of approval to the end of the Initial Term or any Renewal Term and payable within thirty (30) days of With Intelligence’s invoice. The amount of the annual Licence Fee shall be amended accordingly. 3.5 Client shall not decrease the Permitted Number during the Initial Term. Client may decrease the Permitted Number for any Renewal Term by providing With Intelligence with no less than thirty (30) days prior written notice, such notice to expire at the end of the Initial Term or any Renewal Term and provided always that the Permitted Number does not decrease beyond the Minimum Number. The amount of the annual Licence Fee shall be amended accordingly. 3.6 Except as expressly permitted in this Agreement, Client shall not, and shall not permit others (including any Users) to: 3.6.1 modify, translate, create derivative copies of or copy the Software Service (other than one backup copy which reproduces all proprietary notices), in whole or in part; 3.6.2 reverse engineer, decompile, disassemble or otherwise reduce the object code of the Software Service to source code form;