LICENCE RESTRICTIONS. All Software is licensed, not sold. The restrictions in this Agreement represent conditions of Customer’s licence. Unless otherwise specified in the Product Order Form or the Documentation, the Software is pre-installed on the Hardware and Customer agrees to use the Software solely in conjunction with such Hardware and not separately or apart from the Hardware. Customer specifically agrees not to: (i) sub-licence, rent, sell, lease, distribute or otherwise transfer the Software or any part thereof or use the Offering, or allow the Offering to be used, for timesharing or service bureau purposes or otherwise use or allow others to use for the benefit of any third party (other than Customer’s Affiliates); (ii) attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of the Software or Third Party Software (other than the GPL Software) or any portion thereof, except as required to be permitted by applicable law; (iii) modify, port, translate, localise or create derivative works of the Software, the Third Party Software, the Documentation; (iv) use the Offering: (a) in violation of any law, statute, ordinance or regulation applicable to Customer (including but not limited to the laws and regulations governing publicity or privacy, export/import control, federal, state and local laws and regulations governing the use of network scanners and related software in all jurisdictions in which systems are scanned or scanning is controlled, or anti-discrimination, in each case that are applicable to Customer); or (b) negligently, intentionally or wilfully propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data; (v) remove or modify any acknowledgements, credits or legal notices contained on the Appliance or any part thereof; (vi) install or run on the Hardware on any software applications other than the Software and Third Party Software installed by Darktrace on such Hardware; (vii) collect any information from or through the Offering using any automated means (other than Darktrace approved APIs), including without limitation any script, spider, “screen scraping,” or “database scraping” application or gain or attempt to gain non-permitted access by any means to any Darktrace computer system, network, or database; and (viii) file copyright or patent applications that include the Offering or any portion thereof.
Appears in 4 contracts
Samples: Master Customer Agreement, Master Customer Agreement, Master Customer Agreement
LICENCE RESTRICTIONS. All Software is licensed, not sold. The restrictions Except as otherwise expressly provided in this Agreement represent conditions of Customer’s licence. Unless otherwise specified in the Product Order Form or the DocumentationAgreement, the Software is pre-installed on the Hardware End User shall not (and Customer agrees to use the Software solely in conjunction with such Hardware and shall not separately or apart from the Hardware. Customer specifically agrees not permit any third party to: ): (ia) sub-licencesublicense, sell, resell, transfer, assign, distribute, share, lease, rent, sellmake any external commercial use of, leaseoutsource, distribute use on a timeshare or service bureau, or use in an application service provider or managed service provider environment (other than, in the case of the SaaS Product, the remote access environment provided by Moogsoft), or otherwise transfer generate income from the Product Offering; (b) allow the Software to become the subject of any charge, lien or encumbrance; (c) permit any part thereof party to access the Product Offering other than End User’s employees and agents authorised by End User; (d) copy the Software Product onto any public or use distributed network, except for an internal and secure cloud computing environment; (e) cause the Offeringdecompiling, disassembly, or allow the Offering to be used, for timesharing or service bureau purposes or otherwise use or allow others to use for the benefit reverse engineering of any third party (other than Customer’s Affiliates); (ii) attempt to reverse engineer, decompile, disassembleportion of the Product Offering, or attempt to derive the discover any source code or underlying ideas or algorithms other operational mechanisms of the Software or Third Party Software (other than the GPL Software) or any portion thereof, except as required to be permitted by applicable lawProduct Offering; (iiif) modify, portadapt, translate, localise translate or create derivative works based on all or any part of the Software, the Third Party Software, the DocumentationProduct Offering; (ivg) use any portion of the Offering: Product Offering as a general SQL server, as a stand-alone application or with applications other than the Product Offering as provided; (ah) modify any proprietary rights notices that appear in the Product Offering or components thereof; (i) use any Product Offering in violation of any law, statute, ordinance applicable laws or regulation applicable to Customer regulations (including but not limited any export laws, restrictions, national security controls and regulations) or outside of the licence scope set forth in Section 2.1; (j) attempt to disable or circumvent any of the laws and regulations governing publicity licensing or privacy, export/import control, federal, state and local laws and regulations governing access control mechanisms within the use Product Offering if they are present; (k) either directly or indirectly engage in any form of network scanners and related software in all jurisdictions in which systems are scanned or scanning is controlled, or anti-discrimination, in each case that are applicable to Customer)commercial exploitation of the Product Offering; or (bl) negligentlyuse or copy the Product Offering except as expressly allowed under this Agreement. Commercial exploitation for the purposes of this clause means allowing third parties access to the Product Offering (except as expressly permitted under this Agreement) and/or to services provided through use of the Product Offering, intentionally regardless of whether revenue is generated by the End User. Except as expressly set forth herein, no express or wilfully propagate implied licence or right of any viruskind is granted to End User regarding the Product Offering, worms, Trojan horses or other programming routine intended to damage any system or data; (v) remove or modify any acknowledgements, credits or legal notices contained on the Appliance or any part thereof; (vi) install or run on the Hardware on any software applications other than the Software and Third Party Software installed by Darktrace on such Hardware; (vii) collect any information from or through the Offering using any automated means (other than Darktrace approved APIs), including without limitation any scriptright to obtain possession of any source code relating to the Product Offering. End User acknowledges that the Licence is subject to compliance with any and all applicable United States, spiderUK and international laws, “screen scraping,” or “database scraping” application or gain or attempt to gain non-permitted access by any means to any Darktrace computer system, networkregulations, or database; orders relating to the export of computer software or related know-how (“Export Laws”). The End User agrees that the Product Offering will not be shipped, transferred, exported, or re-exported into any country or used in any manner prohibited by the Export Laws. In addition, if the Product Offering is identified as export controlled items under the Export Laws, the End User represents and (viii) file copyright warrants that it is not a citizen of, or patent applications otherwise located within, an embargoed nation and that include it is not otherwise prohibited under the Offering or any portion thereofExport Laws from receiving the Product Offering.
Appears in 1 contract
Samples: End User Licence Agreement
LICENCE RESTRICTIONS. All Software is licensed, (a) The Client must not sold(and must procure that each End User does not) use the Service or Worley Content in any manner or for any purpose other than as expressly permitted by this Agreement. The restrictions in There are no implied licenses granted under this Agreement represent conditions and we, our Affiliates or licensors reserve all rights, title and interest in and to the Services and Worley Content except for the licenses expressly granted to you under this Agreement.
(b) The Client must not (and must procure that each End User does not) attempt to:
(1) modify, alter, tamper with, repair, or otherwise create derivative works of Customer’s licence. Unless otherwise specified any software included in the Product Order Form Services or the Documentationremove or alter any product identification, the Software is pre-installed on the Hardware and Customer agrees to use the Software solely in conjunction with such Hardware and not separately copyright or apart from the Hardware. Customer specifically agrees not to: other notices;
(i2) sub-licence, rent, sell, lease, distribute or otherwise transfer the Software or any part thereof or use the Offering, or allow the Offering to be used, for timesharing or service bureau purposes or otherwise use or allow others to use for the benefit of any third party (other than Customer’s Affiliates); (ii) attempt to reverse engineer, decompile, disassemble, or attempt decompile any of the Services or apply any other process or procedure to derive derive, analyse or use the source code or underlying ideas or algorithms of in any software included in the Software or Third Party Software Services (other than in each case except to the GPL Software) or any portion thereof, except as required to extent these things cannot be permitted by prohibited under applicable law; );
(iii3) modify, port, translate, localise access or create derivative works of use the Software, the Third Party Software, the Documentation; Services in a way intended to avoid incurring Fees or exceeding usage limits or quotas;
(iv4) use the Offering: (a) in violation of any law, statute, ordinance or regulation applicable to Customer (including but not limited to the laws and regulations governing publicity or privacy, export/import control, federal, state and local laws and regulations governing allow the use of network scanners and related software in all jurisdictions in which systems are scanned the Services by or scanning is controlled, or anti-discrimination, in each case that are applicable to Customer); or (b) negligently, intentionally or wilfully propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data; (v) remove or modify any acknowledgements, credits or legal notices contained on for the Appliance or any part thereof; (vi) install or run on the Hardware on any software applications other than the Software and Third Party Software installed by Darktrace on such Hardware; (vii) collect any information from or through the Offering using any automated means (other than Darktrace approved APIs)benefit of third parties, including without limitation any scriptby renting, spiderleasing, “screen scraping,” or “database scraping” application or gain or attempt to gain non-permitted access by any means to any Darktrace computer systemlending, networktimesharing, or databaseusing for service bureau purposes except for sharing the Client’s datasets with third parties for non- commercial purposes;
(5) to access or use material or Services which are illegal or not licensed for use in the country from which you access or use such material or Services, or to conceal or misrepresent your location or identity in order to access or use such material or Services; or
(6) resell or sublicense the Service.
(c) All licences granted to you in this Agreement are conditional on your continued compliance with this Agreement and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
(viiid) file copyright During and after the Term, the Client must not assert, nor will it authorise, assist, or patent applications that include the Offering encourage any third party to assert, against us or any portion thereofof our Affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service it has used.
Appears in 1 contract
Samples: Software as a Service Agreement
LICENCE RESTRICTIONS. All Software is licensed, not sold. The restrictions 2.1 Except as expressly set out in this Agreement represent conditions of Customer’s licence. Unless otherwise specified in the Product Order Form or the DocumentationLicence, the Software is pre-installed on the Hardware and Customer agrees you agree:
(a) not to use the Software solely to process any P11D P11D(b) or P46(car) for any tax year other than the tax year that is specified in conjunction with the Software;
(b) not to copy the Software or the User Guide except where such Hardware and copying is incidental to normal use of the Software, or where it is strictly necessary for the purpose of back-up or operational security;
(c) not separately or apart from the Hardware. Customer specifically agrees not to: (i) sub-licence, to rent, sell, lease, distribute sub-license, re-sell, loan, assign, distribute, transmit, host, disclose, translate, merge, adapt, vary or otherwise transfer modify the Software or the User Guide;
(d) not to permit any third party to access or use the Software or the User Guide;
(e) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part thereof or use the Offeringof it to be combined with, or allow the Offering become incorporated in, any other programs;
(f) not to be used, for timesharing or service bureau purposes or otherwise use or allow others to use for the benefit of any third party (other than Customer’s Affiliates); (ii) attempt to reverse engineerdisassemble, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of the Software or Third Party Software (other than the GPL Software) or any portion thereof, except as required to be permitted by applicable law; (iii) modify, port, translate, localise reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that such actions cannot be prohibited by law because they are essential in obtaining the information necessary to achieve inter-operability of the Software with another software program, and that information is not readily available from us or from elsewhere, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Software with another software program; and
(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(iii) is not used to create any software which is substantially similar to the Software;
(g) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(h) to include our copyright notice on all entire and partial copies you make of the Software on any medium;
(i) not remove, change or obscure any product identification or notices of proprietary rights and restrictions in the Software and the User Guide; and
(j) not to use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Licence, nor to act fraudulently or maliciously including, for example, by inserting malicious code, including viruses, or harmful data, into the Software; and
(k) not to infringe our intellectual property rights in relation to your use of the Software, the Third Party Software(together, the Documentation; (iv) use the Offering: (a) in violation of any law, statute, ordinance or regulation applicable to Customer (including but not limited to the laws and regulations governing publicity or privacy, export/import control, federal, state and local laws and regulations governing the use of network scanners and related software in all jurisdictions in which systems are scanned or scanning is controlled, or anti-discrimination, in each case that are applicable to Customer"Licence Restrictions"); or (b) negligently, intentionally or wilfully propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data; (v) remove or modify any acknowledgements, credits or legal notices contained on the Appliance or any part thereof; (vi) install or run on the Hardware on any software applications other than the Software and Third Party Software installed by Darktrace on such Hardware; (vii) collect any information from or through the Offering using any automated means (other than Darktrace approved APIs), including without limitation any script, spider, “screen scraping,” or “database scraping” application or gain or attempt to gain non-permitted access by any means to any Darktrace computer system, network, or database; and (viii) file copyright or patent applications that include the Offering or any portion thereof.
Appears in 1 contract
Samples: Software Licence Agreement
LICENCE RESTRICTIONS. All Software is licensed, not sold. The restrictions Except as otherwise expressly provided in this Agreement represent conditions of Customer’s licence. Unless otherwise specified in the Product Order Form or the DocumentationAgreement, the Software is pre-installed on the Hardware End User shall not (and Customer agrees to use the Software solely in conjunction with such Hardware and shall not separately or apart from the Hardware. Customer specifically agrees not permit any third party to: ): (ia) sub-licencesublicense, sell, resell, transfer, assign, distribute, share, lease, rent, sellmake any external commercial use of, leaseoutsource, distribute use on a timeshare or service bureau, or use in an application service provider or managed service provider environment (other than, in the case of the SaaS Product, the remote access environment provided by Moogsoft), or otherwise transfer generate income from the Product Offering; (b) allow the Software to become the subject of any charge, lien or encumbrance; (c) permit any part thereof party to access the Product Offering other than End User’s employees and agents authorised by End User; (d) copy the Software Product onto any public or use distributed network, except for an internal and secure cloud computing environment; (e) cause the Offeringdecompiling, disassembly, or allow the Offering to be used, for timesharing or service bureau purposes or otherwise use or allow others to use for the benefit reverse engineering of any third party (other than Customer’s Affiliates); (ii) attempt to reverse engineer, decompile, disassembleportion of the Product Offering, or attempt to derive the discover any source code or underlying ideas or algorithms other operational mechanisms of the Software or Third Party Software (other than the GPL Software) or any portion thereof, except as required to be permitted by applicable lawProduct Offering; (iiif) modify, portadapt, translate, localise translate or create derivative works based on all or any part of the Software, the Third Party Software, the DocumentationProduct Offering; (ivg) use any portion of the Offering: Product Offering as a general SQL server, as a stand-alone application or with applications other than the Product Offering as provided; (ah) modify any proprietary rights notices that appear in the Product Offering or components thereof; (i) use any Product Offering in violation of any law, statute, ordinance applicable laws or regulation applicable to Customer regulations (including but not limited any export laws, restrictions, national security controls and regulations) or outside of the licence scope set forth in Section 2.1; (j) attempt to disable or circumvent any of the laws and regulations governing publicity licensing or privacy, export/import control, federal, state and local laws and regulations governing access control mechanisms within the use Product Offering if they are present; (k) either directly or indirectly engage in any form of network scanners and related software in all jurisdictions in which systems are scanned or scanning is controlled, or anti-discrimination, in each case that are applicable to Customer)commercial exploitation of the Product Offering; or (bl) negligentlyuse or copy the Product Offering except as expressly allowed under this Agreement. Commercial exploitation for the purposes of this clause means allowing third parties access to the Product Offering (except as expressly permitted under this Agreement) and/or to services provided through use of the Product Offering, intentionally regardless of whether revenue is generated by the End User. Notwithstanding the foregoing, decompilation of the Software Product is permitted to the extent the laws of End User’s jurisdiction require Moogsoft to give End User the right to do so to obtain information necessary to render the Software Product interoperable with other software; provided, however, that End User must first request such information from Moogsoft and Moogsoft will then provide such information to End User within a reasonable time. End User may not use such information provided by Moogsoft to create any software whose expression is substantially similarto that of the Software Product nor use such information in any manner which would be restricted by any copyright subsisting in it. Except as expressly set forth herein, no express or wilfully propagate implied licence or right of any viruskind is granted to End User regarding the Product Offering, worms, Trojan horses or other programming routine intended to damage any system or data; (v) remove or modify any acknowledgements, credits or legal notices contained on the Appliance or any part thereof; (vi) install or run on the Hardware on any software applications other than the Software and Third Party Software installed by Darktrace on such Hardware; (vii) collect any information from or through the Offering using any automated means (other than Darktrace approved APIs), including without limitation any scriptright to obtain possession of any source code relating to the Product Offering. End User acknowledges that the Licence is subject to compliance with any and all applicable United States, spiderUK and international laws, “screen scraping,” or “database scraping” application or gain or attempt to gain non-permitted access by any means to any Darktrace computer system, networkregulations, or database; orders relating to the export of computer software or related know-how (“Export Laws”). The End User agrees that the Product Offering will not be shipped, transferred, exported, or re-exported into any country or used in any manner prohibited by the Export Laws. In addition, if the Product Offering is identified as export controlled items under the Export Laws, the End User represents and (viii) file copyright warrants that it is not a citizen of, or patent applications otherwise located within, an embargoed nation and that include it is not otherwise prohibited under the Offering or any portion thereofExport Laws from receiving the Product Offering.
Appears in 1 contract
Samples: End User Licence Agreement
LICENCE RESTRICTIONS. All Software is licensed, not sold. The restrictions in this Agreement represent conditions of Customer’s licence. Unless otherwise specified in the Product Order Form or the Documentationapplicable datasheet, the Software is pre-installed on the Hardware and Customer agrees to use the Software solely in conjunction with such Hardware and not separately or apart from the Hardware. Customer specifically agrees not to: (i) sub-licence, rent, sell, lease, distribute or otherwise transfer the Software or any part thereof or use the Offering, or allow the Offering to be used, for timesharing or service bureau purposes or otherwise use or allow others to use for the benefit of any third party (other than Customer’s Affiliates); (ii) attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of the Software or Third Party Software (other than the GPL Software) or any portion thereof, except as required to be permitted by applicable law; (iii) modify, port, translate, localise or create derivative works of the Software, the Third Party Software, the DocumentationDocumentation or Reports (save as expressly permitted by Clause 5.1 above); (iv) use the Offering: (a) in violation of any law, statute, ordinance or regulation applicable to Customer (including but not limited to the laws and regulations governing publicity or privacy, export/import control, federal, state and local laws and regulations governing the use of network scanners and related software in all jurisdictions in which systems are scanned or scanning is controlled, or anti-discrimination, in each case that are applicable to Customer); or (b) negligently, intentionally or wilfully propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data; (v) remove or modify any acknowledgements, credits or legal notices contained on the Appliance or any part thereof; (vi) install or run on the Hardware on any software applications other than the Software and Third Party Software installed by Darktrace on such Hardware; (vii) collect any information from or through the Offering using any automated means (other than Darktrace approved APIs), including without limitation any script, spider, “screen scraping,” or “database scraping” application or gain or attempt to gain non-permitted access by any means to any Darktrace computer system, network, or database; and (viii) file copyright or patent applications that include the Offering or any portion thereof. .
Appears in 1 contract
Samples: Master Customer Agreement