Common use of Conditions of Use Clause in Contracts

Conditions of Use. The Airbus Software shall only be used for the Permitted Purpose. The Licensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs. The Licensee expressly acknowledges that it shall take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. In the event the Licensor should offer a replacement product, the conditions for using such product shall be subject to a separate agreement. Under the present Software License, the Licensee shall: a) not permit any parent, subsidiary [Should be amended in case TACA Holding signs the partial purchase agreement assignment] affiliate, agent or third party to use the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Licensor; b) do its utmost to maintain the Airbus Software and the relating documentation in good working condition, in order to ensure the correct operation thereof; c) use the Airbus Software in accordance with such documentation and the User Guide, and ensure that the personnel using the Airbus Software has received appropriate training; d) use the Airbus Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties; e) except as permitted by any applicable law, not alter, reverse engineer, modify, correct, translate, disassemble, decompile or adapt the Airbus Software, nor integrate all or part of the Airbus Software in any manner whatsoever into another software product, nor create a software product derived from the Airbus Software save with the Licensor’s prior written approval. f) should the Licensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software; g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sites; h) not attempt to discover or re-write the Airbus Software source codes in any manner whatsoever; i) not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights in the Airbus Software; j) not pledge, sell, distribute, grant, sublicense, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the Airbus Software, whether in whole or in part, for the benefit of a third party. With respect to Software Products intended for use on ground, the Licensor shall be entitled, subject to providing reasonable prior written notice thereof to the Licensee, to verify at the Licensee’s facilities whether the conditions specified in the present Software License are fulfilled.

Appears in 2 contracts

Samples: Purchase Agreement (Avianca Holdings S.A.), Purchase Agreement (Avianca Holdings S.A.)

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Conditions of Use. 6.1 The Airbus Software shall only be used for the Permitted Purpose. The Licensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs. The Licensee expressly acknowledges that it shall take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. In the event the Licensor should offer a replacement product, the conditions for using such product shall be subject to a separate agreement. Under the present Software License, the Licensee Buyer shall: a) not permit any parent, subsidiary [Should be amended in case TACA Holding signs the partial purchase agreement assignment] affiliate, agent or third party to use the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Licensor; b) : - do its utmost to maintain the Airbus Software CBT and the relating documentation in good working condition, in order to ensure the correct operation thereof; c) ; - use the Airbus Software CBT in accordance with such documentation and the User Guide, and ensure that the personnel staff using the Airbus Software CBT has received the appropriate training; d) ; - use the Airbus Software CBT exclusively in the technical environment defined in the applicable User GuideTechnical Specification, except as otherwise agreed in writing between the parties; e) except as permitted ; - use the Airbus CBT for its own internal needs and on its Network, when technically possible, only and exclusively on the machine referenced and the site declared; - not transmit the Airbus CBT electronically by any applicable lawmeans, nor use the Airbus CBT on either the internet or Extranet; - not alter, reverse engineer, modify, correct, translate, disassemble, decompile modify or adapt the Airbus SoftwareCBT, nor or integrate all or part of the Airbus Software CBT in any manner whatsoever into another software product; - not correct the Airbus CBT, nor except that such correction right may exceptionally be granted to the Buyer by the Seller in writing; - not translate, disassemble or decompile the Airbus CBT Software or create a software product derived from the Airbus Software save with the Licensor’s prior written approval. f) should the Licensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus CBT Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software; g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sites; h) ; - not attempt to or authorise a third party to discover or re-write the Airbus Software CBT source codes in any manner whatsoever; i) ; - not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights provided in the Airbus Software; j) CBT by the Seller; - not pledge, sell, distribute, grant, sublicensesub-license, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization utilisation of the Airbus SoftwareCBT, whether in whole or in part, for the benefit of a third party; - not permit any third party to use the Airbus CBT in any manner, including but not limited to, any outsourcing, loan, commercialisation of the Airbus CBT or commercialisation by merging the Airbus CBT into another software or adapting the Airbus CBT, without prior written consent from the Seller. With respect to Software Products intended for use on ground, the Licensor The Seller shall be entitled, subject to providing reasonable prior written notice thereof to the LicenseeBuyer, to come and verify at in the Licensee’s Buyer's facilities whether the conditions specified in the present Software this Airbus CBT License are fulfilled.respected. This shall not however commit the responsibility of the Seller in any way whatsoever. APPENDIX C TO CLAUSE 16

Appears in 2 contracts

Samples: Purchase Agreement (China Eastern Airlines Corp LTD), Purchase Agreement (China Eastern Airlines Corp LTD)

Conditions of Use. 6.1 The Airbus Software shall only be used for the Permitted Purpose. The Licensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs. The Licensee expressly acknowledges that it shall take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. In the event the Licensor should offer a replacement product, the conditions for using such product shall be subject to a separate agreement. Under the present Software License, the Licensee Buyer shall: a) not permit any parent, subsidiary [Should be amended in case TACA Holding signs the partial purchase agreement assignment] affiliate, agent or third party to use the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Licensor; b) : - do its utmost to maintain the Airbus Software CBT and the relating documentation in good working condition, in order to ensure the correct operation thereof; c) ; - use the Airbus Software CBT in accordance with such documentation and the User Guide, and ensure that the personnel staff using the Airbus Software CBT has received the appropriate training; d) ; - use the Airbus Software CBT exclusively in the technical environment defined in the applicable User GuideTechnical Specification, except as otherwise agreed in writing between the parties; e) except as permitted ; - use the Airbus CBT for its own internal needs and on its Network, when technically possible, only and exclusively on the machine referenced and the site declared; - not transmit the Airbus CBT electronically by any applicable lawmeans, nor use the Airbus CBT on either the internet, Intranet or Extranet; - not alter, reverse engineer, modify, correct, translate, disassemble, decompile modify or adapt the Airbus SoftwareCBT, nor or integrate all or part of the Airbus Software CBT in any manner whatsoever into another software product; - not correct the Airbus CBT, nor except that such correction right may exceptionally be granted to the Buyer by the Seller in writing; - not translate, disassemble or decompile the Airbus CBT Software or create a software product derived from the Airbus Software save with the Licensor’s prior written approval. f) should the Licensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus CBT Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software; g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sites; h) ; - not attempt to or authorise a third party to discover or re-write the Airbus Software CBT source codes in any manner whatsoever; i) ; - not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights provided in the Airbus Software; j) CBT by the Seller; - not pledge, sell, distribute, grant, sublicensesub-license, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization utilisation of the Airbus SoftwareCBT, whether in whole or in part, for the benefit of a third party; - not permit any third party to use the Airbus CBT in any manner, including but not limited to, any outsourcing, loan, commercialisation of the Airbus CBT or commercialisation by merging the Airbus CBT into another software or adapting the Airbus CBT, without prior written consent from the Seller. With respect to Software Products intended for use on ground, the Licensor The Seller shall be entitled, subject to providing reasonable prior written notice thereof to the LicenseeBuyer, to come and verify at in the LicenseeBuyer’s facilities whether the conditions specified in the present Software this Airbus CBT License are fulfilledrespected. This shall not however commit the responsibility of the Seller in any way whatsoever.

Appears in 1 contract

Samples: Purchase Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)

Conditions of Use. 6.1 The Airbus Software shall only be used for the Permitted Purpose. The Licensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs. The Licensee expressly acknowledges that it shall take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. In the event the Licensor should offer a replacement product, the conditions for using such product shall be subject to a separate agreement. Under the present Software License, the Licensee Buyer shall: a) not permit any parent, subsidiary [Should be amended in case TACA Holding signs the partial purchase agreement assignment] affiliate, agent or third party to use the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Licensor; b) do its utmost to : - * maintain the Airbus Software CBT and the relating documentation in good working condition, in order to ensure the correct operation thereof; c) ; - use the Airbus Software CBT in accordance with such documentation and the User Guide, and ensure that the personnel staff using the Airbus Software has CBT have received the appropriate training; d) ; - use the Airbus Software CBT exclusively in the technical environment defined in the applicable User GuideTechnical Specification, except as otherwise agreed in writing between the parties; e) ; - use the Airbus CBT for its own internal needs and on its Network (except as permitted if the Seller has consented to other usages), when technically possible, only and exclusively on the machine referenced and the site declared; - not transmit the Airbus CBT electronically by any applicable lawmeans, nor use the Airbus CBT on either the internet. Intranet or Extranet; - not alter, reverse engineer, modify, correct, translate, disassemble, decompile modify or adapt the Airbus SoftwareCBT, nor or integrate all or part of the Airbus Software CBT in any manner whatsoever into another software product; - not correct the Airbus CBT, nor except that such correction right may exceptionally be granted to the Buyer by the Seller in writing; - not translate, disassemble or decompile the Airbus CBT Software or create a software product derived from the Airbus Software save with the Licensor’s prior written approval. f) should the Licensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus CBT Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software; g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sites; h) ; - not attempt to or authorise a third party to discover or re-write the Airbus Software CBT source codes in any manner whatsoever; i) ; - not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights provided in the Airbus Software; j) CBT by the Seller; - not pledge, sell, distribute, grant, sublicensesub-license, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization utilisation of the Airbus SoftwareCBT, whether in whole or in part, for the benefit of a third party; - not permit any third party to use the Airbus CBT in any manner, including but not limited to, any outsourcing, loan, commercialisation of the Airbus CBT or commercialisation by merging the Airbus CBT into another software or adapting the Airbus CBT, without prior written consent from the Seller. With respect to Software Products intended for use on ground, the Licensor The Seller shall be entitled, *, subject to providing reasonable prior written notice thereof to the LicenseeBuyer and provided the same will not interfere with the Buyer's commercial operations, to come and verify at in the Licensee’s Buyer's facilities whether the conditions specified in the present Software this Airbus CBT License are fulfilled.respected. This shall not however commit the responsibility of the Seller in any way whatsoever. APPENDIX C TO CLAUSE 16

Appears in 1 contract

Samples: Purchase Agreement (Tam S.A.)

Conditions of Use. 6.1 The Airbus Software shall only be used for the Permitted Purpose. The Licensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs. The Licensee expressly acknowledges that it shall take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. In the event the Licensor should offer a replacement product, the conditions for using such product shall be subject to a separate agreement. Under the present Software License, the Licensee Buyer shall: a) not permit any parent, subsidiary [Should be amended in case TACA Holding signs the partial purchase agreement assignment] affiliate, agent or third party to use the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Licensor; b) : · do its utmost to maintain the Airbus Software CBT and the relating documentation in good working condition, in order to ensure the correct operation thereof; c) ; · use the Airbus Software CBT in accordance with such documentation and the User Guide, and ensure that the personnel staff using the Airbus Software CBT has received the appropriate training; d) ; · use the Airbus Software CBT exclusively in the technical environment defined in the applicable User GuideTechnical Specification, except as otherwise agreed in writing between the parties; e) except as permitted ; · use the Airbus CBT for its own internal needs and on its Network, when technically possible, only and exclusively on the machine referenced and the site declared; · not transmit the Airbus CBT electronically by any applicable lawmeans, nor use the Airbus CBT on either the internet, Intranet or Extranet; · not alter, reverse engineer, modify, correct, translate, disassemble, decompile modify or adapt the Airbus SoftwareCBT, nor or integrate all or part of the Airbus Software CBT in any manner whatsoever into another software product; · not correct the Airbus CBT, nor except that such correction right may exceptionally be granted to the Buyer by the Seller in writing; · not translate, disassemble or decompile the Airbus CBT Software or create a software product derived from the Airbus Software save with the Licensor’s prior written approval. f) should the Licensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus CBT Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software; g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sites; h) ; · not attempt to or authorise a third party to discover or re-write the Airbus Software CBT source codes in any manner whatsoever; i) ; · not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights provided in the Airbus Software; j) CBT by the Seller; · not pledge, sell, distribute, grant, sublicensesub-license (without the prior written consent of the Seller), lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization utilisation of the Airbus SoftwareCBT, whether in whole or in part, for the benefit of a third party; · other than pursuant to or an assignment or transfer of this Airbus CBT Licence to which the Seller has given its express consent, not permit any third party to use the Airbus CBT in any manner, including but not limited to, any outsourcing, loan, commercialisation of the Airbus CBT or commercialisation by merging the Airbus CBT into another software or adapting the Airbus CBT, without prior written consent from the Seller. With respect to Software Products intended for use on ground, the Licensor The Seller shall be entitled, subject to providing reasonable prior written notice thereof to the LicenseeBuyer and subject to any such inspections not disturbing the Buyer’s or the Operator’s (as applicable) work or operations, to come and verify at in the LicenseeBuyer’s facilities whether the conditions specified in the present Software this Airbus CBT License are fulfilledrespected. This shall not however commit the responsibility of the Seller in any way whatsoever.

Appears in 1 contract

Samples: Aircraft Purchase Agreement (AerCap Holdings N.V.)

Conditions of Use. 6.1 The Airbus Software shall only be used for the Permitted Purpose. The Licensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs. The Licensee expressly acknowledges that it shall take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. In the event the Licensor should offer a replacement product, the conditions for using such product shall be subject to a separate agreement. Under the present Software License, the Licensee Buyer shall: a) not permit any parent, subsidiary [Should be amended in case TACA Holding signs the partial purchase agreement assignment] affiliate, agent or third party to use the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Licensor; b) : • do its utmost best reasonable endeavours to maintain the Airbus Software CBT and the relating documentation in good working condition, in order to ensure the correct operation thereof; c) ; • use the Airbus Software CBT in accordance with such documentation and the User Guide, and ensure that the personnel staff using the Airbus Software has CBT have received the appropriate training; d) ; • use the Airbus Software CBT exclusively in the technical environment defined in the applicable User GuideTechnical Specification, except as otherwise agreed in writing between the parties; e) ; • use the Airbus CBT for its own internal needs and on its Network (except as permitted if the Seller has consented to other usages), when technically possible, only and exclusively on the machine referenced and the site declared; not transmit the Airbus CBT electronically by any applicable lawmeans, nor use the Airbus CBT on either the internet, Intranet or Extranet; • not alter, reverse engineer, modify, correct, translate, disassemble, decompile modify or adapt the Airbus SoftwareCBT, nor or integrate all or part of the Airbus Software CBT in any manner whatsoever into another software product; • not correct the Airbus CBT, nor except that such correction right may exceptionally be granted to the Buyer by the Seller in writing; • not translate, disassemble or decompile the Airbus CBT Software or create a software product derived from the Airbus Software save with the Licensor’s prior written approval. f) should the Licensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus CBT Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software; g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sites; h) ; not attempt to or authorise a third party to discover or re-write the Airbus Software CBT source codes in any manner whatsoever; i) ; • not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights provided in the Airbus Software; j) CBT by the Seller; • not pledge, sell, distribute, grant, sublicensesub-license, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization utilisation of the Airbus SoftwareCBT, whether in whole or in part, for the benefit of a third party; • not permit any third party to use the Airbus CBT in any manner, including but not limited to, any outsourcing, loan, commercialisation of the Airbus CBT or commercialisation by merging the Airbus CBT into another software or adapting the Airbus CBT, without prior written consent from the Seller. With respect to Software Products intended for use on ground, the Licensor The Seller shall be entitled, at no cost to the Buyer, subject to providing reasonable prior written notice thereof to the LicenseeBuyer and provided the same will not interfere with the Buyer’s commercial operations, to come and verify at in the LicenseeBuyer’s facilities whether the conditions specified in the present Software this Airbus CBT License are fulfilled.respected. This shall not however commit the responsibility of the Seller in any way whatsoever. A350 XWB – TAM – 12/2007

Appears in 1 contract

Samples: Purchase Agreement (Latam Airlines Group S.A.)

Conditions of Use. 6.1 The Airbus Software shall only be used for the Permitted Purpose. The Licensee shall be solely responsible for, and agrees to be careful in the Buyer shall: – use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs. The Licensee expressly acknowledges that it shall take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. In the event the Licensor should offer a replacement product, the conditions for using such product shall be subject to a separate agreement. Under the present Software License, the Licensee shall: a) not permit any parent, subsidiary [Should be amended in case TACA Holding signs the partial purchase agreement assignment] affiliate, agent or third party to use the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Licensor; b) do its utmost best reasonable endeavours to maintain the Airbus Software CBT and the relating documentation in good working condition, in order to ensure the correct operation thereof; c) ; – use the Airbus Software CBT in accordance with such documentation and the User Guide, and ensure that the personnel staff using the Airbus Software has CBT have received the appropriate training; d) ; – use the Airbus Software CBT exclusively in the technical environment defined in the applicable User GuideTechnical Specification, except as otherwise agreed in writing between the parties; e) ; – use the Airbus CBT for its own internal needs and on its Network (except as permitted if the Seller has consented to other usages), when technically possible, only and exclusively on the machine referenced and the site declared; – not transmit the Airbus CBT electronically by any applicable lawmeans, nor use the Airbus CBT on either the internet, Intranet or Extranet; – not alter, reverse engineer, modify, correct, translate, disassemble, decompile modify or adapt the Airbus SoftwareCBT, nor or integrate all or part of the Airbus Software CBT in any manner whatsoever into another software product; – not correct the Airbus CBT, nor except that such correction right may exceptionally be granted to the Buyer by the Seller in writing; – not translate, disassemble or decompile the Airbus CBT Software or create a software product derived from the Airbus Software save with the Licensor’s prior written approval. f) should the Licensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus CBT Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software; g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sites; h) ; – not attempt to or authorise a third party to discover or re-write the Airbus Software CBT source codes in any manner whatsoever; i) ; – not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights provided in the Airbus Software; j) CBT by the Seller; – not pledge, sell, distribute, grant, sublicensesub-license, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization utilisation of the Airbus SoftwareCBT, whether in whole or in part, for the benefit of a third party; – not permit any third party to use the Airbus CBT in any manner, including but not limited to, any outsourcing, loan, commercialisation of the Airbus CBT or commercialisation by merging the Airbus CBT into another software or adapting the Airbus CBT, without prior written consent from the Seller. With respect A320 / A330 PA – TAM – 11/2006 “[* * *]” This information is subject to Software Products intended for use on ground, confidential treatment and has been omitted and filed separately with the Licensor commission. The Seller shall be entitled, at no cost to the Buyer, subject to providing reasonable prior written notice thereof to the LicenseeBuyer and provided the same will not interfere with the Buyer’s commercial operations, to come and verify at in the LicenseeBuyer’s facilities whether the conditions specified in the present Software this Airbus CBT License are fulfilledrespected. This shall not however commit the responsibility of the Seller in any way whatsoever.

Appears in 1 contract

Samples: Purchase Agreement (Latam Airlines Group S.A.)

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Conditions of Use. The Airbus Software shall only be used for the Permitted Purpose. AVOLON A320 Purchase Agreement December 2010 The Licensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs. The Licensee expressly acknowledges that it shall take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. In the event the Licensor should offer a replacement product, the conditions for using such product shall be subject to a separate agreement. Under the present Software License, the Licensee shall: a) Unless otherwise expressly permitted in this Software Licensee not permit any parent, subsidiary [Should be amended in case TACA Holding signs the partial purchase agreement assignment] subsidiary, affiliate, agent or third party to use the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Licensor; b) do its utmost take all reasonable steps to maintain the Airbus Software and the relating documentation in good working condition, in order to ensure the correct operation thereof; c) use the Airbus Software in accordance with such documentation and the User Guide, and ensure that the personnel using the Airbus Software has received appropriate training; d) use the Airbus Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties; e) except as permitted by any applicable lawSection 50C – Copyright, Designs and Patents Xxx 0000, not alter, reverse engineer, modify, correct, translate, disassemble, decompile or adapt the Airbus Software, nor integrate all or part of the Airbus Software in any manner whatsoever into another software product, nor create a software product derived from the Airbus Software save with the Licensor’s prior written approval. f) should the Licensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software; g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sitessites ; h) not attempt to discover or re-write the Airbus Software source codes in any manner whatsoever; i) not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights in the Airbus Software; ; AVOLON A320 Purchase Agreement December 2010 j) unless otherwise expressly permitted in this Software Licensee not pledge, sell, distribute, grant, sublicense, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the Airbus Software, whether in whole or in part, for the benefit of a third party. With respect to Software Products intended for use on ground, the Licensor shall be entitledentitled with reasonable frequency, subject to providing reasonable prior written notice thereof to the Licensee and using reasonable endeavours to minimize disruption of the Licensee’s business, to verify at the Licensee’s facilities whether the conditions specified in the present Software License are fulfilled.

Appears in 1 contract

Samples: Purchase Agreement (Avolon Holdings LTD)

Conditions of Use. 6.1 The Airbus Software shall only be used for the Permitted Purpose. The Licensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs. The Licensee expressly acknowledges that it shall take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. In the event the Licensor should offer a replacement product, the conditions for using such product shall be subject to a separate agreement. Under the present Software License, the Licensee Buyer shall: a) not permit any parent, subsidiary [Should be amended in case TACA Holding signs the partial purchase agreement assignment] affiliate, agent or third party to use the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Licensor; b) : • do its utmost to maintain the Airbus Software CBT and the relating documentation in good working condition, in order to ensure the correct operation thereof; c) ; • use the Airbus Software CBT in accordance with such documentation and the User Guide, and ensure that the personnel staff using the Airbus Software CBT has received the appropriate training; d) ; • use the Airbus Software CBT exclusively in the technical environment defined in the applicable User GuideTechnical Specification, except as otherwise agreed in writing between the parties; e) except as permitted ; • use the Airbus CBT for its own internal needs and on its Network, when technically possible, only and exclusively on the machine referenced and the site declared; • not transmit the Airbus CBT electronically by any applicable lawmeans, nor use the Airbus CBT on either the internet, Intranet or Extranet; • not alter, reverse engineer, modify, correct, translate, disassemble, decompile modify or adapt the Airbus SoftwareCBT, nor or integrate all or part of the Airbus Software CBT in any manner whatsoever into another software product; • not correct the Airbus CBT, nor except that such correction right may exceptionally be granted to the Buyer by the Seller in writing; • not translate, disassemble or decompile the Airbus CBT Software or create a software product derived from the Airbus Software save with the Licensor’s prior written approval. f) should the Licensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus CBT Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software; g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sites; h) ; • not attempt to or authorise a third party to discover or re-write the Airbus Software CBT source codes in any manner whatsoever; i) ; • not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights provided in the Airbus Software; j) CBT by the Seller; • not pledge, sell, distribute, grant, sublicensesub-license (without the prior written consent of the Seller), lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization utilisation of the Airbus SoftwareCBT, whether in whole or in part, for the benefit of a third party; • other than pursuant to or an assignment or transfer of this Airbus CBT Licence to which the Seller has given its express consent, not permit any third party to use the Airbus CBT in any manner, including but not limited to, any outsourcing, loan, commercialisation of the Airbus CBT or commercialisation by merging the Airbus CBT into another software or adapting the Airbus CBT, without prior written consent from the Seller. With respect to Software Products intended for use on ground, the Licensor The Seller shall be entitled, subject to providing reasonable prior written notice thereof to the LicenseeBuyer and subject to any such inspections not disturbing the Buyer’s or the Operator’s (as applicable) work or operations, to come and verify at in the LicenseeBuyer’s facilities whether the conditions specified in the present Software this Airbus CBT License are fulfilledrespected. This shall not however commit the responsibility of the Seller in any way whatsoever.

Appears in 1 contract

Samples: Aircraft Purchase Agreement (AerCap Holdings N.V.)

Conditions of Use. The Airbus Software shall only be used for the Permitted Purpose. The Licensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs. The Licensee expressly acknowledges that it shall take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. In the event the Licensor should offer a replacement product, the conditions for using such product shall be subject to a separate agreement. Under the present Software License, the Licensee shall: a) not permit any parent, subsidiary [Should be amended in case TACA Holding signs the partial purchase agreement assignment] subsidiary, affiliate, agent or third party to use the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Licensor; b) do its utmost to maintain the Airbus Software and the relating documentation in good working condition, in order to ensure the correct operation thereof; c) use the Airbus Software in accordance with such documentation and the User Guide, and ensure that the personnel using the Airbus Software has received appropriate training; d) use the Airbus Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties; e) except as permitted by any applicable law, not alter, reverse engineer, modify, correct, translate, disassemble, decompile or adapt the Airbus Software, nor integrate all or part of the Airbus Software in any manner whatsoever into another software product, nor create a software product derived from the Airbus Software save with the Licensor’s prior written approval. f) should the Licensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software; g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sites; h) not attempt to discover or re-write the Airbus Software source codes in any manner whatsoever; i) not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights in the Airbus Software; j) not pledge, sell, distribute, grant, sublicense, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the Airbus Software, whether in whole or in part, for the benefit of a third party. With respect to Software Products intended for use on ground, the Licensor shall be entitled, subject to providing reasonable prior written notice thereof to the Licensee, to verify at the Licensee’s facilities whether the conditions specified in the present Software License are fulfilled.

Appears in 1 contract

Samples: Aircraft Purchase Agreement (Cit Group Inc)

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