Incidental Software Sample Clauses

Incidental Software. Client may receive software from RapidDeploy, incidental to Client’s use of the Services, which would be installed on its Users’ devices to enable use of the Services. If that software is subject to an accompanying license agreement, Client must comply with, and cause its Users to comply with, the terms of that license and any relevant End User License Agreement. If that software does not have an accompanying license agreement, then the terms of this Agreement exclusively apply to Client’s use of such software. Client may only use that software: (a) in connection with its use of the Services; (b) for the Subscription Term; and (c) in accordance with this Agreement.‌
Sample 1
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Incidental Software. In the event that Schedule 3 (Purchased Technology Deliverables) fails to include all software, in source and object code, and related user, developer, technical and design documentation (other than Licensed Assets) used by Seller in the Employee Self Service Activities as of the Effective Date ("INCIDENTAL SOFTWARE") then, promptly upon identifying such Incidental Software, either (a) the parties shall agree to include such in the Purchased Technology Deliverables if such software was used exclusively in connection with the other Purchased Technology Deliverables by Seller as of the Effective Date or (b) Seller shall license Purchaser to use such Incidental Software on a perpetual, fully paid up, non-exclusive basis in connection with the Employee Self Service Activities. In the event that parties dispute the existence or characterization of such Incidental Software (as either category "a" or "b" above), the parties agrees to resolve the dispute by referring the matter to arbitration under the commercial rules of the American Arbitration Association, with a mutually acceptable expert in software acting as the arbitrator, each party being one half of the arbitrator and association fees. Seller shall have no obligation to include Incidental Software in the Purchased
Sample 1
Incidental Software. If FIS provides Client with use of any software provided incidentally in connection with Client’s use of a Service or Deliverable under a Schedule or SOW, then Client’s use of such software is (a) a non-exclusive, limited, personal, non-transferable license right, either royalty-free or for such license fees as are stated in the applicable Schedule or other document associated with such software under the Schedule, (b) limited to the Term of the applicable Schedule or SOW; and (c) limited, to use solely in connection with the Services, or Deliverables in a manner that is consistent with applicable instructions and/or specifications FIS may provide. Client may not remove or obscure any proprietary marks or legends associated with the software. Client may not sublicense or redistribute the software, may not reverse engineer any software object code, may not provide the software to any third party or as a service bureau, or otherwise use or make available the software except for Client’s own business purposes in direct connection with the Services and/or Deliverables for which it was provided under the applicable Schedule. Client’s license to use the software shall expire immediately upon termination of the Agreement or if sooner, the related Schedule or SOW. Client is responsible for any use of the software and bears sole liability for any such use. In the event any different or other terms are stated in the applicable Schedule, document associated with such software under the Schedule or SOW, or user terms required by a third party in the event of third-party software (“Third-Party Software user agreement”), then such terms shall govern and prevail over the terms stated in this Section 4.6. All rights not expressly granted as stated herein, are reserved with respect to any software. 5 FEES, EXPENSES, PAYMENT TERMS, CURRENCY. 5.1 In consideration for the Services provided under each Schedule, Client agrees to pay to FIS the fees and charges set forth on such Schedule or SOW, together with such reasonable and actual travel, lodging and other travel-related expenses as FIS may incur in connection with providing such Services to Client. FIS will follow Client’s standard written travel policy provided that Client provides a then-current copy of it to FIS prior to the applicable expenses being incurred. Any third-party or similar charges in connection with Services under a Schedule shall be invoiced as costs or expenses on a pass-through basis. 5.2 In considerati...
Sample 1
Incidental Software. If FIS provides Client with use of any software provided incidentally in connection with Client’s use of a Service or Deliverable under a Schedule or SOW, then Client’s use of such software is (a) a non-exclusive, limited, personal, non-transferable license right, either royalty-free or for such license fees as are stated in the applicable Schedule or other document associated with such software under the Schedule, (b) limited to the Term of the applicable Schedule or SOW; and (c) limited, to use solely in connection with the Services, or Deliverables in a manner that is consistent with applicable instructions and/or specifications FIS may provide. Client may not remove or obscure any proprietary marks or legends associated with the software. Client may not sublicense or redistribute the software, may not reverse engineer any software object code, may not provide the software to any third party or as a service bureau, or otherwise use or make available the software except for Client’s own business (PID # 224877) ______ initials _______initials purposes in direct connection with the Services and/or Deliverables for which it was provided under the applicable Schedule. Client’s license to use the software shall expire immediately upon termination of the Agreement or if sooner, the related Schedule or SOW. Client is responsible for any use of the software and bears sole liability for any such use. In the event any different or other terms are stated in the applicable Schedule, document associated with such software under the Schedule or SOW, or user terms required by a third party in the event of third-party software (“Third-Party Software user agreement”), then such terms shall govern and prevail over the terms stated in this Section 4.6. All rights not expressly granted as stated herein, are reserved with respect to any software.
Sample 1

Related to Incidental Software

  • Additional Software Should any additional Software licenses be purchased during the Term: (a) In the case of Permanent Licenses, the maintenance Fees will be pro-rated till the Expiry Date and these licenses will be added to the Supported Software. (b) In the case of Subscription Licenses, the license Fees will be pro-rated till the Expiry Date and these licenses will be added to the Supported Software. (c) In the case of Monthly Licenses, the licenses will be subject to their own support and maintenance agreement. (d) The Customer may request that support of certain bundles of licenses be subject to their separate support and maintenance agreements, in which case the expiry dates of these agreements may not coincide.

  • Embedded Software To the extent any goods contain Embedded Software (defined below) that is not Buyer’s Property, no title to such Embedded Software shall pass to Buyer, and Supplier shall grant Buyer, its customers and all other users a non-exclusive worldwide, irrevocable, perpetual, royalty-free right to use, load, install, execute, demonstrate, market, test, resell, sublicense and distribute such Embedded Software as an integral part of such goods or for servicing the goods (the “Buyer-Required License”). If such Embedded Software or any part thereof is owned by a third party, prior to delivery, Supplier shall obtain the Buyer-Required License from such third-party owner. “Embedded Software” means software necessary for operation of goods and embedded in and delivered as an integral part of goods.

  • Third Party Software 1. The Software may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at xxxx://xxx.xxxxxxxxx.xxx/thirdparty/index.html and are made a part of and incorporated by reference into this XXXX. By accepting this XXXX, You are also accepting the additional terms and conditions, if any, set forth therein.

  • Antivirus software All workstations, laptops and other systems that process and/or store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY must have installed and actively use comprehensive anti-virus software solution with automatic updates scheduled at least daily.

  • Software Inclusions Restrictions

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Firmware 7.1 The Supplier must deliver the equipment, Goods or hardware equipped with all the firmware required to use all the Goods or hardware’s functions. Any software embedded in the equipment, Goods or hardware, including the firmware, is provided to the Local Government with a license to use this software, with all license costs and royalties being included in the Fee Schedule (Schedule C). All firmware will be the most recent version available at the time of shipping.

  • Proprietary Software Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.

  • Computer Software The Grantee certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Grant Agreement for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

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