Common use of GRANT OF LICENSE. LICENSE RESTRICTIONS Clause in Contracts

GRANT OF LICENSE. LICENSE RESTRICTIONS. The SOFTWARE PRODUCT(S) license (the “SOFTWARE PRODUCT(S) License”) granted by TDI&P to you under this XXXX is a limited, annual, revocable (as provided herein), non-exclusive, non- transferable, worldwide, non-sublicense and solely for the purposes set forth in these Terms. The specific use of each SOFTWARE PRODUCT(S) is described in the documentation provided by TDI&P alone with the SOFTWARE PRODUCT(S). The XXXX and the SOFTWARE PRODUCT(S) License does not imply for TDI&P any obligation to update any SOFTWARE PRODUCT(S) or to issue any version, releases or upgrades of the SOFTWARE PRODUCT(S). 1.1 The SOFTWARE PRODUCT(S) License is subject to: 1.1.1 Installation and Use. TDI&P grants you the SOFTWARE PRODUCT(S) License and the right to install the SOFTWARE PRODUCT(S) on the relevant servers, computers or mobile devices indicated by TDI&P and for which the SOFTWARE PRODUCT(S) was designed provided that server , computer or mobile device runs a validly licensed copy of the operating system for which the SOFTWARE PRODUCT(S) was designed (e.g. Windows 2000, Windows 2003, Windows XP, Windows Vista, Windows 8, Windows Server, SharePoint Server, etc.). Users might have to register online in order to download the application. The SOFTWARE PRODUCT(S) may be used by you or by any other third party acting on your behalf (those third parties to be appointed and identified at the time of contracting the SOFTWARE PRODUCT(S), including your employees or subcontractors, hereinafter, the End Users). Such third parties, hereinafter, “End User”. In any case, you shall be liable for any breach by the End User of these Terms. A SOFTWARE PRODUCT(S) License is only valid for being used in one piece of hardware (personal computer, mobile device or server). You may not make more copies of the SOFTWARE PRODUCT(S) than specified in these Terms or allowed by applicable law, despite this limitation. 1.2 To respect to the SOFTWARE PRODUCT(S) License, you further agree that you (and procure that End Users): (a) shall not share with or assign, copy, sublicense, transfer, lease, rent, sell, distribute, install, or otherwise provide to any third party (except to any End User) (i) the SOFTWARE PRODUCT(S) License, (ii) the SOFTWARE PRODUCT(S); (iii) any use or application of the SOFTWARE PRODUCT(S); or (iv) your rights under this XXXX shall not pledge as security or otherwise encumber, the SOFTWARE PRODUCT(S); (b) shall comply with any instructions from TDI&P relating to the use of the SOFTWARE PRODUCT(S); (c) shall (i) not use the SOFTWARE PRODUCT(S) in a manner that is inconsistent with a reasonable good faith use of the SOFTWARE PRODUCT(S), (ii) not use the SOFTWARE PRODUCT(S) in a manner which, in TDI&P’S reasonable opinion, will (or is likely to) adversely affect the SOFTWARE PRODUCT(S) or other TDI&P’S clients, (iii) not use the SOFTWARE PRODUCT(S) in a manner which may perturb, interfere, distort or damage the TDI&P’s systems, (iv) not use the SOFTWARE PRODUCT(S) fraudulently or in connection with a criminal offence, (v) not use the SOFTWARE PRODCUT(S) to send, knowingly receive, store or communicate any material which is illegal, unlawful, offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance or a hoax or any other type of material likely to cause offence, (vi) not use the SOFTWARE PRODUCT(S) in order to harass, spy on, xxxxxx, cause annoyance or unnecessary anxiety to any person, or to pass as someone else or act in a manner which may be reasonably deemed to be objectionable, or which is in any way harmful to third parties, (vii) not use the SOFTWARE PRODUCT(S) in a way that contravenes any license, code of practice, instructions or guidelines issued by a relevant regulatory authority, (viii) not use the SOFTWARE PRODUCT(S) to spam or to send unsolicited advertising or promotional material, (ix) not use the SOFTWARE PRODUCT(S) to send or transmit anything, content or material which consists of or contains virus software, (x) not use the SOFTWARE PRODUCT(S) in a manner which may damage the reputation of TDI&P or any entity within Telefónica Group, the reputation of the SOFTWARE PRODUCT(S) or otherwise bring TID&P into disrepute or the reputation of third parties, (xi) not use the SOFTWARE PRODUCT(S) in any manner which violates copyright, trademark, confidentiality, privacy, or which infringes the intellectual or industrial property rights of others, (xii) hold and will continue to hold any licenses, consents and/or notifications required under any applicable legislation, regulation and/or administrative order to receive and use the SOFTWARE PRODUCT(S), if any. (d) shall use the SOFTWARE PRODUCT(S) solely (i) for your internal use with your ordinary business or personal operations, (ii) in accordance with all applicable laws and regulations, and (iii) as provided in this XXXX and any documentation forming part of the SOFTWARE PRODUCT(S); (e) shall not use any documentation forming part of the SOFTWARE PRODUCT(S) except for supporting your authorized use of the SOFTWARE PRODUCT(S); (f) other than as expressly set forth in this XXXX, shall not (i) modify, adapt, translate, duplicate, disassemble, decompile, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to the SOFTWARE PRODUCT(S) for any purpose, or (ii) attempt to discover the underlying source code or algorithms of the SOFTWARE PRODUCT(S) (unless enforcement is prohibited by applicable law and then, only to the extent specifically permitted by applicable law, and then only upon providing TDI&P with reasonable advance written notice and opportunity to respond); (g) for the purpose of designing, modifying, or developing software or services similar in purpose, scope, or function to the SOFTWARE PRODUCT(S), shall not engage in competitive analysis, benchmarking, use, evaluation or viewing of the SOFTWARE PRODUCT(S) or create any derivatives based upon the SOFTWARE PRODUCT(S), whether for your internal use or for license or for resale; (h) shall comply with applicable laws and shall not permit any party, whether acting directly or on behalf of you, to breach or violate any of these restrictions; and (g) maintenance of copyright notices. You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT(S).