Common use of Viewing Software Clause in Contracts

Viewing Software. Bank is making the Viewing Software and any documentation relating thereto available under a sublicense from Bank’s service provider. You are granted a non-exclusive perpetual sublicense to use the Viewing Software to retrieve, view and print Item images, subject to the terms of this Agreement. This subsection (c) will survive termination of the Image CD Service. i. You acknowledge that: the Viewing Software is and will remain the exclusive property of the original licensor thereof or its successor in interest (“Licensor”); the Viewing Software, or components thereof, are or may be protected by applicable copyright law and international copyright treaties; the Viewing Software and related materials contain valuable trade secrets of Licensor and are strictly confidential; and nothing in this Agreement conveys to you any title, ownership, copyright or other proprietary right in or to the Viewing Software. You will take all reasonable precautions to maintain the confidentiality of the Viewing Software and Licensor’s proprietary rights therein. Without limiting the generality of the foregoing: (i) You will not make or allow anyone else to make copies, in whole or in part, of the Viewing Software or any component thereof. (ii) You will not reverse engineer, decompile or disassemble the Viewing Software, or modify or merge any portion thereof, without Licensor’s prior written consent. (iii) You will not, and you will instruct your employees and agents not to, make any disclosures concerning the Viewing Software to any third party without the prior written consent of Bank or Licensor, except to employees who operate the Viewing Software or as otherwise required by law. ii. You acknowledge that any breach of subsection i above will substantially affect the effective and successful conduct of the businesses of Bank and the licensor of the Viewing Software, that any such breach will cause immediate irreparable injury to Bank and Licensor, and that remedies at law for such breach will be inadequate. You therefore agree that either Bank or Licensor will be entitled to preliminary or other injunctive relief in any action brought as a result of any such breach. iii. You will utilize the Viewing Software solely on computers meeting minimum hardware and operating system requirements specified by Bank or Licensor. You acknowledge that the Viewing Software is password-protected, and you will be responsible for determining and instituting security measures to prevent unauthorized access to the Viewing Software. The password assigned to you is highly confidential, and you will safeguard it at all times and establish and maintain procedures to assure its confidentiality. You will not disclose your password to any third party. iv. Bank may, in its discretion, determine the nature and hours of software support services it will make available to you with respect to the Viewing Software, if any. BANK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE VIEWING SOFTWARE OR THE SUPPORT THEREOF, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Bank will not be liable for any loss or claim arising directly or indirectly from any person’s use of the Viewing Software or from any software support services, except for bodily injury or physical damage to equipment resulting from Bank’s negligence. This subsection iv also limits the liability of any agent, employee or affiliate of Bank.

Viewing Software. Bank is making the Viewing Software and any documentation relating thereto available under a sublicense from Bank’s service provider. You are granted a non-exclusive perpetual sublicense to use the Viewing Software to retrieve, view and print Item images, subject to the terms of this Agreement. This subsection subection (c) will survive termination of the Image CD Service. i. You acknowledge that: the Viewing Software is and will remain the exclusive property of the original licensor thereof or its successor in interest (“Licensor”); the Viewing Software, or components thereof, are or may be protected by applicable copyright law and international copyright treaties; the Viewing Software and related materials contain valuable trade secrets of Licensor and are strictly confidential; and nothing in this Agreement conveys to you any title, ownership, copyright or other proprietary right in or to the Viewing Software. You will take all reasonable precautions to maintain the confidentiality of the Viewing Software and Licensor’s proprietary rights therein. Without limiting the generality of the foregoing:foregoing:‌ (i) You will not make or allow anyone else to make copies, in whole or in part, of the Viewing Software or any component thereof. (ii) You will not reverse engineer, decompile or disassemble the Viewing Software, or modify or merge any portion thereof, without Licensor’s prior written consent. (iii) You will not, and you will instruct your employees and agents not to, make any disclosures concerning the Viewing Software to any third party without the prior written consent of Bank or Licensor, except to employees who operate the Viewing Software or as otherwise required by law. ii. You acknowledge that any breach of subsection i above will substantially affect the effective and successful conduct of the businesses of Bank and the licensor of the Viewing Software, that any such breach will cause immediate irreparable injury to Bank and Licensor, and that remedies at law for such breach will be inadequate. You therefore agree that either Bank or Licensor will be entitled to preliminary or other injunctive relief in any action brought as a result of any such breach. iii. You will utilize the Viewing Software solely on computers meeting minimum hardware and operating system requirements specified by Bank or Licensor. You acknowledge that the Viewing Software is password-protected, and you will be responsible for determining and instituting security measures to prevent unauthorized access to the Viewing Software. The password assigned to you is highly confidential, and you will safeguard it at all times and establish and maintain procedures to assure its confidentiality. You will not disclose your password to any third party. iv. Bank may, in its discretion, determine the nature and hours of software support services it will make available to you with respect to the Viewing Software, if any. BANK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE VIEWING SOFTWARE OR THE SUPPORT THEREOF, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Bank will not be liable for for‌ any loss or claim arising directly or indirectly from any person’s use of the Viewing Software or from any software support services, except for bodily injury or physical damage to equipment resulting from Bank’s negligence. This subsection iv also limits the liability of any agent, employee or affiliate of Bank.