Internal Use Licenses Sample Clauses

Internal Use Licenses. Internal use licenses are non-sublicensable and non-transferable and may be used until the expiration or termination of the then-current term of this Agreement and Wind-down Period solely on Supported Computer(s) for Xxxxxxx’x internal use as set forth herein and to make backup and archival copies of the Software in accordance with the terms and conditions of this Agreement. Internal use licenses include the right for Xxxxxxx to distribute to third parties, at no additional charge, any and all models (including simulation models) developed by Xxxxxxx with the Software. Internal use licenses are limited to access and use of the Software by Xxxxxxx, Xxxxxxx Affiliates, and contractors or consultants providing service to Xxxxxxx or any Xxxxxxx Affiliate. Xxxxxxx is responsible for ensuring that its Affiliates, contractors and consultants access and use the Software only in accordance with the obligations and restrictions of this Agreement. Software may be used under such internal use license only for purposes of: (i) testing the Software for the purpose of incorporating and/or embedding the Software with current and future Xxxxxxx products and services, (ii) demonstrating the Software to prospective licensees and such demonstrating shall, for purposes of this Agreement, be considered as internal use, (iii) conducting internal training for Xxxxxxx and its Affiliate employees and delivering training to current and potential third-party licensees of AspenTech software, provided that they do not access or use an Xxxxxxx or its Affiliate copy of the Software, (iv) providing professional services/consulting to licensees, (v) developing interfaces and integration, and (vi) otherwise exercising rights and fulfilling obligations under this Agreement. Each such license shall be royalty free except for the license specified in clause (iv) above, which shall be subject to license fees mutually agreed to by the parties. Except as may be set forth above, Xxxxxxx and its Affiliates may not use the Software licensed hereunder pursuant to an internal use license in a production environment in any way and may not access or provide Software to third parties on a hosting, service bureau or time-sharing basis. To the extent tokens are necessary for Xxxxxxx to exercise the above rights, AspenTech shall provide Xxxxxxx with access to such tokens at no charge, except as described above with respect to clause (iv). Each license shall extend to Xxxxxxx, its Affiliates, and contractors...
Sample 1
Internal Use Licenses. CrossWorlds may use, and make a reasonable --------------------- number of copies of, the Licensed Software as necessary for testing, quality assurance, marketing and sales purposes consistent with its obligations under this Agreement, for providing maintenance support, training, pre-sales and consulting services to its Customers and CrossWorlds Distributors, and for limited activity relating to the development of application programming interfaces ("APIs") and connectors and collaborations for the CrossWorlds products, in each case as permitted under this Agreement. Cyclone agrees to provide to CrossWorlds, at no charge, all APIs and other interoperability information that Cyclone generally provides to its other distributors or licensees, and all updates thereto, upon making the same generally available to its other distributors and licensees. Cyclone hereby grants CrossWorlds a non- exclusive, non-transferable, royalty free license to use, copy and distribute as embedded in the CrossWorlds Products, such interoperability information provided to CrossWorlds by Cyclone. Upon request, and at Cyclone's discretion, Cyclone shall assist CrossWorlds to identify and document desired APIs. Any work provided under the foregoing sentence shall be FTE-Work and shall be paid for by CrossWorlds as FTE-Work. Where copies are made for training purposes, all copies (other than the trainers') shall be fully deleted following each relevant training session. CrossWorlds shall not use the Licensed Software for the purpose of providing application hosting or service bureau services to any party.
Sample 1
Internal Use Licenses. In further consideration of executing this Agreement, Baan shall have the right to use the Baan Knowledge Manager, which includes the Vendor Software, at [*] for use by Baan Sales and Baan Professional Services organization for use for its own internal data processing operations. The parties anticipate that the total number of Named Users for such license shall be approximately [*]. Baan shall have the right to acquire initial year technical support services for such Named Users at a technical support services fee of $ [*]/Named User. Vendor agrees that annual increases for technical support for the licenses granted under this Section 6 shall not increase by more than [*] per year during the term of this Agreement. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. BAAN END USER LICENSE AGREEMENT This SOFTWARE LICENSE AND SUPPORT AGREEMENT ("Agreement") dated _________________ ("Effective Date") is entered into by and between ______________ of ________________________ ("Customer") and Baan U.S.A., Inc. ("Baan"), and describes the terms and conditions pursuant to which Baan shall license to Customer and support certain Software (as defined below) In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:
Sample 1
Internal Use Licenses. We may provide you LastPass licenses for your internal use to support your employees as part of your internal business operations (“Internal Use License” or “IUL”). Such use is subject to our Terms of Service as set forth at xxxxx://xxx.xxxxxxxx.xxx/legal-center/terms-of-service/business. The number of IULs we may make available will be as set forth in the Program Guide and is based on the quantity of active subscriptions for the Services.
Sample 1
Internal Use Licenses. (a) OEM agrees to implement the Changepoint Software for its internal business purposes (to the extent useful for its business) as soon as reasonably possible. The use thereof shall be subject to the terms of Changepoint's standard license agreement, a copy of which is attached hereto as Schedule G and which shall finalized by the parties prior to its execution following the Effective Date. (b) Changepoint (or its Affiliate Changepoint Corporation) also agrees to implement the OEM Software for its internal business purposes (to the extent useful for its business) as soon as reasonably possible. The use thereof shall be subject to the terms of OEM's standard license agreement, a copy of which is attached hereto as Schedule H and which shall be finalized by the parties prior to its execution following the Effective Date. Changepoint shall permit OEM to list Changepoint as a user of the OEM Software on its client reference lists and other marketing and promotional material. OEM shall permit Changepoint to list OEM as a user of the Changepoint Software on its client reference lists and other marketing and promotional material. (c) During the term of this Agreement each party will provide to the other, standard maintenance and support services similar to those provided to end users of each party's software products, with respect to the software referred to in paragraphs (a) and (b) above, free of charge. Upon termination of this Agreement, the licenses granted in paragraphs (a) and (b) above shall terminate unless, at the time of termination of this Agreement, a party subscribes for maintenance and support services from the other party at such other party's then-current rates, and upon such other party's standard terms and conditions. (d) Each party shall provide to the other, on request, and at mutually agreeable times, implementation assistance with respect to such party's software on a time and materials basis at such party's then-current rates. If any consulting services are requested by a party, the other party shall provide such consulting services at mutually agreeable times, at a rate of $1000 per day.
Sample 1
Internal Use Licenses. VIP Partner may purchase standard licenses for VMware Products at the pricing set forth in the Reseller Network Guidelines. VIP Partner shall use all standard licenses for VMware Products subject to the terms of the VMware Product XXXX accompanying such VMware Products.
Sample 1

Related to Internal Use Licenses

  • Software Licenses Seller has all necessary licenses to use all material third-party software used in Seller's business, and Seller's use of third-party software does not infringe the rights of any Person.

  • Intellectual Property; Licenses, Etc Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

  • Patents, Trademarks, Copyrights, Licenses, Etc Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others.

  • Inbound Licenses Except as disclosed on the Schedule, Borrower is not a party to, nor is bound by, any license or other agreement that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • Licenses, etc The Borrower has obtained and does hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditation, easements, rights of way and other consents and approvals which are necessary for the operation of its businesses as presently conducted, the absence of which is likely to have a Material Adverse Effect.

  • Outbound Licenses Part 2.7(d) of the Disclosure Schedule accurately identifies each Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Seller IP. The Seller is not bound by, and no Seller IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Seller to use, exploit, assert, or enforce any Seller IP anywhere in the world.

  • Copyrights, Patents, Trademarks and Licenses, etc The Company or its Subsidiaries own or are licensed or otherwise have the right to use all of the patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent any such conflict could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect.

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

  • Trademarks The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.