Core Software. For the avoidance of doubt, the Core Software is licensed to Customer and forms part of the Licensed Software solely for the purpose of Customer being able to use the Developed Software as permitted by this Agreement. Restrictions. Customer shall not and shall not permit any third party to: (a) translate, disassemble, reverse engineer, recompile, decompile, update, modify, merge, prepare derivative works, adapt, translate or copy any portion of the Licensed Software except as authorized herein or as otherwise expressly permitted by applicable law;
Core Software. The part of the Licensed Software comprising the Core Software, which is licensed to Customer as part of the Subscription Services, is licensed to Customer on a ‘free of charge’ basis. Fees. The Subscription Fees comprise the aggregate fees payable by Customer for the provision of the Subscription Services save for the Core Software. Customer shall pay the Subscription Fees which will be invoiced by and payable to Cloudhouse. The Subscription Fees are subject to Part B and Part C of Appendix 2. Payment. Subscription Fees due from Customer may not be withheld or offset for any reason and all invoices shall be due and payable in full within thirty (30) days from the date of such invoice. Partial payments shall not be construed as acceptance of payment in full. All fees are payable in the currency set forth on Part A of Appendix 2. Taxes. Fees are exclusive of all local, state, federal, national and foreign taxes, levies, or duties of any nature (“Taxes”), including without limitation, sales, use, value-added or other taxes or levies on transactions made or services provided under this Agreement. If Cloudhouse has the legal obligation to pay or collect Taxes for which Customer is responsible pursuant to this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides with a valid tax exemption certificate authorized by the appropriate taxing authority. If a certificate of exemption or similar document is required to exempt Customer from sales or use tax liability, Customer shall promptly obtain and furnish evidence of such exemption. Customer is responsible for payment of all Taxes, excluding taxes based on Cloudhouse’s net income. Invoice Administration. Unless otherwise agreed, any invoice for Subscription Fees will be delivered to Customer by Cloudhouse via an email sent to Customer’s designated representative. Customer will pay all invoices without any right of set-off or deduction. Customer must notify Cloudhouse in writing, within fifteen (15) days of receipt of an invoice, of any good faith dispute concerning the amounts due herein. Such notice must be addressed to the Accounts Department at xxxxxxxx@xxxxxxxxxx.xxx and must include a detailed, written statement identifying the facts related to the dispute, the disputed amount and the suggested resolution by the Customer.
Core Software. Subject to Sections 11(b) (Indemnification) and 16(d) (Force Majeure) of the License Agreement and Section 7 (Discontinuance of Support) of this Second Amendment, Arbor agrees to ensure Comshare's right during the Term of the License Agreement to distribute and sublicense for use by third parties, under the terms of the License Agreement, (i) all versions of the Essbase Data Analysis Server (including the partitioning option), Essbase Spreadsheet Add-In, Essbase Application Manager, Essbase Spreadsheet Toolkit, Essbase Currency Conversion Module, SQL Drill Thru, SQL Interface, Essbase Objects, and Essbase Application Programming Interface ("API"), including all successors to such products, and (ii) any and all computer software in object code form related to multi- dimensional modeling software that Arbor owns, develops, or acquires ownership of during the Term of the License Agreement and that functions by making calls to the source code of the Essbase Data Analysis Server (or its successors) using calls not available to Comshare through a commercially- available Arbor application program interface, in each of cases (i) and (ii) designed to run on the Windows NT, Windows 95, OS/2, HP-UX, Sun Solaris, DEC Alpha, Macintosh, and AIX operating system platforms, including all successors to such platforms, but excluding all Related Works (the "Core Software"). Any sale or license by Arbor of the Core Software (or any portion of the Core Software) during the Term of the License Agreement shall be subject to this obligation.
Core Software. EMC microcode and firmware that enable a Designated EMC System to perform its basic storage functions. Core Software does not include any Enterprise Storage Software.
