Common use of License Grant and Restrictions Clause in Contracts

License Grant and Restrictions. Subject to the terms and conditions of this Agreement, FreshmenSuccess grants you a personal, limited, non-exclusive, non-transferable license to electronically access and use the Software solely for the purposes described on the WizED information page (xxxx://xxxxxxxxxxxxxxx.xxx/WizED.aspx). In addition to the current WizED online software, the term "Software" includes any other programs, tools, internet-based services, components and updates (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases, etc.) to the Software that FreshmenSuccess provides or makes available to you. Some of these Software updates may be accompanied by additional terms. If so, those additional terms will be incorporated into this Agreement and your use of the Software and any such updates will be bound by both this Agreement and said additional terms. Without limiting the generality of the reservations described in Section 2 below, you are not licensed or permitted under this Agreement to do any of the following and shall not allow any third-party to do any of the following: (i) access or attempt to access any other FreshmenSuccess systems, programs or data that are not made available for public use; (ii) in any way copy, reproduce, republish, upload, post, transmit, resell, distribute, modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Software; (iii) permit any third-party to exploit or benefit from the use or functionality of the Software; (iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, reverse engineer, or otherwise attempt to derive any of the source code of the Software; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by FreshmenSuccess's other licensees or customers, or impose an unreasonable or disproportionately large load on FreshmenSuccess's infrastructure; or (vii) otherwise use the Software except as expressly allowed under this Section 1.

Appears in 1 contract

Samples: Online Software License Agreement

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License Grant and Restrictions. Subject to the terms and conditions of this Agreement, FreshmenSuccess grants you You are granted a personal, limited, non-exclusive, non-non- transferable license license, to electronically access and use the Software FinanceWorks Service (the "Service") solely for to manage your financial data, and the purposes described on the WizED information page purchase rewards application (xxxx://xxxxxxxxxxxxxxx.xxx/WizED.aspx)"Purchase Rewards Offers") to benefit from your debit card purchases. In addition to the current WizED online softwareFinanceWorks Service and the Purchse Rewards Offers, the term terms "SoftwareService" includes and "Purchase Rewards Offers" also include any other programs, tools, internet-based services, components and updates any "updates" (for example, Software Service maintenance, service Purchase Rewards information, help content, bug fixes, or maintenance releases, etc.) to of the Software that FreshmenSuccess provides Service or makes Purchase Rewards Offers if and when they are made available to youyou by us or by our third party vendors. Some of these Software updates Certain Service and Purchase Rewards Offers may be accompanied by additional terms. If soby, those and will be subject to, additional terms will be incorporated into this Agreement and your use of the Software and any such updates will be bound by both this Agreement and said additional termsconditions. Without limiting the generality of the reservations described in Section 2 below, you You are not licensed or permitted under this Agreement to do any of the following and shall you may not allow any third-third party to do any of the following: (i) access or attempt to access any other FreshmenSuccess systems, programs or data that are not made available for public use; (ii) in any way copy, reproduce, republish, upload, post, transmit, resell, distribute, modify, create derivative works from, distribute, publicly display, publicly perform, resell or sublicense distribute in any way the Softwarematerial from the FinanceWorks site or from the Purchase Rewards Offers program; (iii) permit any third-third party to exploit or benefit from the use or functionality of the SoftwareService or Purchase Rewards Offers, or any other services provided in connection with them, via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any of the rights granted to you under this Agreementlicense; (v) work around any technical limitations in the SoftwareService, use any tool to enable features or functionalities that are otherwise disabled in the SoftwareService, or decompile, disassemble, reverse engineer, or otherwise attempt to derive any of reverse engineer the source code of the SoftwareService except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the SoftwareService or Purchase Rewards Offers or any services provided in connection with them, prevent access to or the use of the Software Service, Purchase Rewards Offers or any or services provided in connection with them by FreshmenSuccess's other licensees or customers, or impose an unreasonable or disproportionately large load on FreshmenSuccess's infrastructurethe infrastructure while using the Service; or (vii) otherwise use the Software Service, Purchase Rewards Offers or any services provided in connection with them except as expressly allowed under this Section 1.

Appears in 1 contract

Samples: Online & Mobile Banking Agreement

License Grant and Restrictions. Subject to the terms and conditions of this Agreement, FreshmenSuccess grants you You are granted a personal, limited, non-exclusive, non-non- transferable license license, to electronically access and use the Software solely for the purposes described on the WizED information page member rewards application (xxxx://xxxxxxxxxxxxxxx.xxx/WizED.aspx)"Debit Rewards Offers") to benefit from your debit card purchases. In addition to the current WizED online softwareDebit Rewards Offers, the term "SoftwareDebit Rewards Offers" also includes any other programs, tools, internet-based services, components and updates any "updates" (for example, Software maintenance, service Debit Rewards information, help content, bug fixes, or maintenance releases, etc.) to of the Software that FreshmenSuccess provides or makes Debit Rewards Offers if and when they are made available to youyou by us or by our third party vendors. Some of these Software updates Certain Debit Rewards Offers may be accompanied by additional terms. If soby, those and will be subject to, additional terms will be incorporated into this Agreement and your use of the Software and any such updates will be bound by both this Agreement and said additional termsconditions. Without limiting the generality of the reservations described in Section 2 below, you You are not licensed or permitted under this Agreement to do any of the following and shall you may not allow any third-third party to do any of the following: (i1) access Access or attempt to access any other FreshmenSuccess systems, programs or data that are not made available for public use; (ii2) in any way copyCopy, reproduce, republish, upload, post, transmit, resell, distribute, modify, create derivative works from, distribute, publicly display, publicly perform, resell or sublicense distribute in any way the Softwarematerial from Debit Rewards Offers program; (iii3) permit Permit any third-third party to exploit or benefit from the use or functionality of the SoftwareDebit Rewards Offers, or any other services provided in connection with them, via a rental, lease, timesharing, service bureau, or other arrangement; (iv4) transfer Transfer any of the rights granted to you under this Agreementlicense; (v5) work Work around any technical limitations in the SoftwareDebit Rewards Offers, use any tool to enable features or functionalities that are otherwise disabled in the SoftwareDebit Rewards Offers, or decompile, disassemble, reverse engineer, or otherwise attempt to derive any of reverse engineer the source code of the SoftwareDebit Rewards Offers except as otherwise permitted by applicable law; (vi6) perform Perform or attempt to perform any actions that would interfere with the proper working of the SoftwareDebit Rewards Offers or any services provided in connection with them, prevent access to or the use of the Software Debit Rewards Offers or any or services provided in connection with them by FreshmenSuccess's other licensees or customers, or impose an unreasonable or disproportionately large load on FreshmenSuccess's infrastructure; or (vii) otherwise use the Software except as expressly allowed under this Section 1.on

Appears in 1 contract

Samples: Sefcu Online Banking Agreement

License Grant and Restrictions. 3.1 Subject to the terms and conditions herein, Concentric hereby grants and Customer hereby accepts a nonexclusive, nontransferable license to: (a) use the CityFind software in accordance with the license grant contained in the end user license agreement that accompanies the CityFind software; (b) reproduce, without change, only that quantity of this Agreementthe CityFind software necessary for Customer End Users and members of Customer's in house support desk; and (c) distribute the CityFind software to Customer End Users and members of Customer's in house support desk. 3.2 Subject to the terms and conditions herein, FreshmenSuccess Concentric hereby grants you and Customer hereby accepts a personalnonexclusive, limited, non-exclusive, non-transferable nontransferable license to electronically access the server(s) on the Concentric Network containing ConcentricView and use the Software ConcentricView solely for Customer's internal use in monitoring Customer End User usage by members of Customer's in house support desk and network system administrator(s). 3.3 Customer's license to use the purposes described on the WizED information page (xxxx://xxxxxxxxxxxxxxx.xxx/WizED.aspx). In addition to the current WizED online NT Server software and/or RADIUS Server software, the term "Software" includes and any other programsthird party software, toolsif Customer had elected to obtain such software from Concentric, internet-based servicesis as set forth in the license agreement accompanying such software. 3.4 Customer agrees not to alter, components and updates amend, remove or disable any proprietary notice, legend or license agreement contained in or on any software provided to Customer by Concentric. Customer agrees not to reproduce (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases, etc.) to the Software that FreshmenSuccess provides or makes available to you. Some of these Software updates may be accompanied by additional terms. If so, those additional terms will be incorporated into this Agreement and your use of the Software and any such updates will be bound by both this Agreement and said additional terms. Without limiting the generality of the reservations described in Section 2 below, you are not licensed or except as expressly permitted under this Agreement to do any of the following and shall not allow any third-party to do any of the following: (i) access or attempt to access any other FreshmenSuccess systems, programs or data that are not made available for public use; (ii) in any way copy, reproduce, republish, upload, post, transmit, resell, distributeherein), modify, create derivative works fromtranslate, distributetransform, publicly display, publicly perform, or sublicense the Software; (iii) permit any thirdde-party to exploit or benefit from the use or functionality of the Software; (iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemblecompile, reverse engineer, disassemble, or otherwise attempt to derive any of the source code of the Software; (vi) perform determine or attempt to perform determine source code from the executable code of, the CityFind or to permit or authorize a third party to do so. Title to the CityFind software, ConcentricView, and all related technical know-how and intellectual property rights therein and in the Concentric Network and Concentric RemoteLink are and shall remain the exclusive property of Concentric and/or its suppliers. Customer shall not take any actions that would action to jeopardize, limit or interfere in any manner with Concentric and its suppliers' ownership of and rights with respect to the proper working CityFind software, ConcentricView, the Concentric Network and Concentric RemoteLink. 3.5 Customer shall use commercially reasonable efforts to: (a) enforce each end user license agreement for CityFind with each Customer End User; (b) require the return or destruction of the SoftwareCityFind software from a Customer End User when no longer authorized by Customer to use Concentric RemoteLink (e.g. employee leaves Customer's employment, consultant completes assignment); and (c) cooperate with Concentric to prevent access to or stop the use unauthorized use, reproduction or distribution of the Software by FreshmenSuccess's CityFind software. 3.6 Customer shall fully comply with all then current applicable laws, rules and regulations relating to the export of technical data, including, but not limited to any regulations of the United States Office of Export Administration and other licensees applicable governmental agencies. Customer hereby assures Concentric that it will not export directly or customersindirectly (including via remote access, FTP or impose an unreasonable other means) any part of CityFind or disproportionately large load on FreshmenSuccess's infrastructure; or (vii) otherwise use the Software except as expressly allowed technical data to any country for which a validated license is required under this Section 1US law without first obtaining a validated license.

Appears in 1 contract

Samples: Agency Agreement (Concentric Network Corp)

License Grant and Restrictions. Subject to the these terms and conditions of this Agreementconditions, FreshmenSuccess AMSTAT hereby grants you to Client a personallimited, limitedrevocable, non-exclusive, non- transferable, non-transferable sublicensable license to electronically access to: (a) access, download, install, and use the designated AMSTAT web based applications and software applications (“the Services) and demo versions of said Services (including all programs and associated or related documentation provided by AMSTAT including but not limited to disks, user’s guides, explanatory material, demonstration materials, and all enhancements, improvements or modifications thereof) associated with the Services set forth in the Services Order Form; and (b) access, download, utilize, create reports from, print, and export the data and information as provided to Client as part of the designated Services (the “Data”) with the exception of demo versions of the Software which exclude full printing and exporting capabilities. The Client acknowledges and agrees that the Services and Data are protected by copyright, trade secret, and other applicable intellectual property laws. All rights not specifically granted herein are reserved for AMSTAT. Nothing in this agreement shall convey ownership rights of the Services or Data to Client. Client shall have the right to utilize the Services and Data solely in the ordinary course of Client’s business and/or for its internal purposes. Unless otherwise specified as a “Permitted Use” herein, the purposes described on the WizED Services, Data, and any other information page (xxxx://xxxxxxxxxxxxxxx.xxx/WizED.aspx). In addition contained therein may not be sold or otherwise transferred by Client to any third party, including but not limited to the current WizED online softwaresale or transfer of any product or service that utilizes any portion of the Services and/or Data in whole or part. Client shall not have the right to create derivative works of AMSTAT’s copyrighted material. Further, the term "Software" includes any other programsClient agrees that it shall not: copy, toolspublish, internet-based servicesdivulge, components and updates (for example, Software maintenance, service information, help content, bug fixesdisassemble, or maintenance releasesreverse engineer the Services or Data provided to Client hereunder, etc.) by any means or media, including but not limited to Client’s own website, mass email communications, printed materials, and/or electronic copies. “Permitted Uses” are limited to the Software that FreshmenSuccess provides following uses of the Services and/or Data by Client: i) delivery of necessary portions of Data to those full time employees of Client whose principal offices are located at the premises to which the Data is mailed or makes available transmitted by AMSTAT (the “delivery address”) and who are required to you. Some review the Data as part of these Software updates may be accompanied their regular duties for Client, ii) delivery of necessary portions of Data to those full time employees of Client whose principal offices are located at any additional license locations of Client covered by additional terms. If so, those additional terms will be incorporated into this Agreement and your use who are required to review the information as part of their regular duties for Client, and iii) delivery of necessary portions of Data to the Software and customers or prospective customers of Client (but, in that instance, only to the extent necessary to further the ordinary course of Client’s business). Upon termination or expiration of a subscription Agreement or demo of an Service, for any such updates will be bound by both this Agreement and said additional terms. Without limiting the generality of the reservations described in Section 2 belowreason, you are not licensed or permitted under this Agreement to do any of the following and Client shall not allow any third-party to do any of the followingimmediately: (i) access or attempt cease to access have any other FreshmenSuccess systemsrights to the use of the Services, programs or data that are not made available for public useand the Data contained therein; (ii) in any way copy, reproduce, republish, upload, post, transmit, resell, distribute, modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense shall immediately return all copies of the SoftwareSoftware to AMSTAT; and (iii) permit any third-party to exploit or benefit from the use or functionality of the Software; (iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities shall verify by written affidavit that are otherwise disabled in the Software, or decompile, disassemble, reverse engineer, or otherwise attempt to derive any of the source code of the Software; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use all copies of the Software by FreshmenSuccess's other licensees or customers, or impose an unreasonable or disproportionately large load on FreshmenSuccess's infrastructure; or (vii) otherwise use the Software except as expressly allowed provided to Client under this Section 1Agreement have been returned.

Appears in 1 contract

Samples: Amstat Terms and Conditions

License Grant and Restrictions. Subject to the terms and conditions of this Agreement, FreshmenSuccess grants you You are granted a personal, limited, non-exclusive, non-transferable license license, to electronically access and use the Software FinanceWorks Service (the “Service”) solely for to manage your financial data, and the purposes described on the WizED information page purchase rewards application (xxxx://xxxxxxxxxxxxxxx.xxx/WizED.aspx)“Purchase Rewards Offers”) to benefit from your debit card purchases. In addition to the current WizED online softwareFinanceWorks Service and the Purchse Rewards Offers, the term terms "SoftwareService" includes and “Purchase Rewards Offers” also include any other programs, tools, internet-based services, components and updates any "updates" (for example, Software Service maintenance, service Purchase Rewards information, help content, bug fixes, or maintenance releases, etc.) to of the Software that FreshmenSuccess provides Service or makes Purchase Rewards Offers if and when they are made available to youyou by us or by our third party vendors. Some of these Software updates Certain Service and Purchase Rewards Offers may be accompanied by additional terms. If soby, those and will be subject to, additional terms will be incorporated into this Agreement and your use of the Software and any such updates will be bound by both this Agreement and said additional termsconditions. Without limiting the generality of the reservations described in Section 2 below, you You are not licensed or permitted under this Agreement to do any of the following and shall you may not allow any third-third party to do any of the following: (i) access or attempt to access any other FreshmenSuccess systems, programs or data that are not made available for public use; (ii) in any way copy, reproduce, republish, upload, post, transmit, resell, distribute, modify, create derivative works from, distribute, publicly display, publicly perform, resell or sublicense distribute in any way the Softwarematerial from the FinanceWorks site or from the Purchase Rewards Offers program; (iii) permit any third-third party to exploit or benefit from the use or functionality of the SoftwareService or Purchase Rewards Offers, or any other services provided in connection with them, via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any of the rights granted to you under this Agreementlicense; (v) work around any technical limitations in the SoftwareService, use any tool to enable features or functionalities that are otherwise disabled in the SoftwareService, or decompile, disassemble, reverse engineer, or otherwise attempt to derive any of reverse engineer the source code of the SoftwareService except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the SoftwareService or Purchase Rewards Offers or any services provided in connection with them, prevent access to or the use of the Software Service, Purchase Rewards Offers or any or services provided in connection with them by FreshmenSuccess's other licensees or customers, or impose an unreasonable or disproportionately large load on FreshmenSuccess's infrastructurethe infrastructure while using the Service; or (vii) otherwise use the Software Service, Purchase Rewards Offers or any services provided in connection with them except as expressly allowed under this Section 1.

Appears in 1 contract

Samples: Online Banking/Bill Payment & Presentment Agreement

License Grant and Restrictions. Subject to the terms and conditions of this Agreement, FreshmenSuccess grants you You are granted a personal, limited, non-exclusive, non-non- transferable license license, to electronically access and use the Software solely for the purposes described on the WizED information page member rewards application (xxxx://xxxxxxxxxxxxxxx.xxx/WizED.aspx)“Debit Rewards Offers”) to benefit from your debit card purchases. In addition to the current WizED online softwareDebit Rewards Offers, the term "Software" “Debit Rewards Offers” also includes any other programs, tools, internet-based services, components and updates any "updates" (for example, Software maintenance, service Debit Rewards information, help content, bug fixes, or maintenance releases, etc.) to of the Software that FreshmenSuccess provides or makes Debit Rewards Offers if and when they are made available to youyou by us or by our third party vendors. Some of these Software updates Certain Debit Rewards Offers may be accompanied by additional terms. If soby, those and will be subject to, additional terms will be incorporated into this Agreement and your use of the Software and any such updates will be bound by both this Agreement and said additional termsconditions. Without limiting the generality of the reservations described in Section 2 below, you You are not licensed or permitted under this Agreement to do any of the following and shall you may not allow any third-third party to do any of the following: (i1) access Access or attempt to access any other FreshmenSuccess systems, programs or data that are not made available for public use; (ii2) in any way copyCopy, reproduce, republish, upload, post, transmit, resell, distribute, modify, create derivative works from, distribute, publicly display, publicly perform, resell or sublicense distribute in any way the Softwarematerial from Debit Rewards Offers program; (iii3) permit Permit any third-third party to exploit or benefit from the use or functionality of the SoftwareDebit Rewards Offers, or any other services provided in connection with them, via a rental, lease, timesharing, service bureau, or other arrangement; (iv4) transfer Transfer any of the rights granted to you under this Agreementlicense; (v5) work Work around any technical limitations in the SoftwareDebit Rewards Offers, use any tool to enable features or functionalities that are otherwise disabled in the SoftwareDebit Rewards Offers, or decompile, disassemble, reverse engineer, or otherwise attempt to derive any of reverse engineer the source code of the SoftwareDebit Rewards Offers except as otherwise permitted by applicable law; (vi6) perform Perform or attempt to perform any actions that would interfere with the proper working of the SoftwareDebit Rewards Offers or any services provided in connection with them, prevent access to or the use of the Software Debit Rewards Offers or any or services provided in connection with them by FreshmenSuccess's other licensees or customers, or impose an unreasonable or disproportionately large load on FreshmenSuccess's infrastructurethe infrastructure while using the Debit Rewards Offers; or (vii7) otherwise Otherwise use the Software Debit Rewards Offers or any services provided in connection with them except as expressly allowed under this Section 1.

Appears in 1 contract

Samples: Sefcu Online Banking Agreement

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License Grant and Restrictions. Subject TRAFx hereby grants to the terms and conditions of this Agreementyou an individual, FreshmenSuccess grants you a personal, limited, non-exclusive, non-transferable transferable, revocable license and right to electronically access and use the Software DataNet solely for your own internal business purposes. Your license to use DataNet is subject to this Agreement, and is for the purposes described duration of the License Term. All rights not expressly granted to you are reserved by TRAFx and its licensors. Your User License commences on the WizED information page (xxxx://xxxxxxxxxxxxxxx.xxx/WizED.aspx). In addition to Effective Date and terminates at the current WizED online softwareend of the License Term, the term "Software" includes any other programs, tools, internet-based services, components and updates (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases, etc.) to the Software that FreshmenSuccess provides or makes available to you. Some of these Software updates may be accompanied by additional terms. If so, those additional terms will be incorporated into unless this Agreement and your use User License are extended, then your User License terminates at the end of the Software and any such updates will your final extension term. TRAFx, in its sole discretion, may suspend or terminate your User License if you materially breach or otherwise fail to comply with this Agreement. User Licenses cannot be bound shared or used by both more than one User but may be reassigned in accordance with this Agreement by an Administrator to new Users who are replacing former Users who have changed job status or function and said additional termsno longer use DataNet. Without limiting Users shall not share their passwords and are responsible for maintaining the generality confidentiality of the reservations described their password. TRAFx, in its sole discretion, may suspend or terminate your User License and inactivate a User’s password. An Administrator may also, in his/her sole discretion, suspend or terminate your User License and inactivate a User’s password. Subject to Section 2 below6.1 of this Agreement, you shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party DataNet in any way. In addition, you shall not (i) modify or make derivative works based upon DataNet or the Content; (ii) create Internet "links" to DataNet or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iii) reverse engineer or access DataNet in order to (a) build a competitive product of DataNet, (b) build a product using similar ideas, features, functions or graphics of DataNet, or (c) copy any ideas, features, functions or graphics of DataNet. You may not access DataNet if you are a direct competitor of TRAFx, except with TRAFx’s prior written consent which consent may be withheld at the sole discretion of TRAFx. In addition, you may not licensed access DataNet for purposes of monitoring its availability, performance or permitted under this Agreement to do functionality, or for any of the following other benchmarking or competitive purposes. You may use DataNet only for your internal business purposes and shall not allow any third-party to do any of the followingnot: (i) access send or attempt to access any other FreshmenSuccess systemsstore infringing, programs or data that are not made available for public use; (ii) in any way copyobscene, reproducethreatening, republish, upload, post, transmit, resell, distribute, modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Software; (iii) permit any third-party to exploit or benefit from the use or functionality of the Software; (iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, reverse engineerlibelous, or otherwise attempt unlawful or tortious material, including material harmful to derive any children or violative of the source code of the Software; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by FreshmenSuccess's other licensees or customers, or impose an unreasonable or disproportionately large load on FreshmenSuccess's infrastructure; or (vii) otherwise use the Software except as expressly allowed under this Section 1.third party privacy rights;

Appears in 1 contract

Samples: Terms and Conditions of Use

License Grant and Restrictions. 2.1 Subject to the terms and conditions set forth in these Terms of this Service, during the subscription Term, specified in the Agreement, FreshmenSuccess Sysmex grants you to Customer a personalnontransferable, limited, non-exclusive, non-transferable license nonexclusive right to electronically permit Users to (a) access and use the Software selected Subscription Service for Authorized Customer Sites, (b) display and export Customer’s configuration, and (c) use the Materials and the Sysmex Supplied Software, if any, solely in connection with the Subscription Service, all solely for Customer’s own internal business operations. For purpose of this license grant, “Customer” will include any outsourced or other third-party consultants or similar personnel supporting Customer as part of its typical business practices, acting under Customer’s direction and for whom Customer is fully responsible (which personnel or consultants will each be considered a “User”), or any Customer sites licensed to use the purposes described on the WizED information page Subscription Service (xxxx://xxxxxxxxxxxxxxx.xxx/WizED.aspx“Authorized Customer Sites”). In addition Customer acknowledges and agrees that the license granted is subject to the current WizED online software, the term "Software" includes any other programs, tools, internet-based services, components and updates (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases, etc.) to the Software that FreshmenSuccess provides or makes available to you. Some of these Software updates may be accompanied by additional terms. If so, those additional terms will be incorporated into this Agreement and your use of the Software and any such updates will be bound by both this Agreement and said additional terms. Without limiting the generality of the reservations described in Section 2 below, you are not licensed or permitted under this Agreement to do any all of the following agreements and shall restrictions: (i) Customer is only authorized to access and use the Subscription Service in connection with the business operations of the Authorized Customer Sites identified in the Agreement; (ii) Customer will not allow license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Subscription Service or the Materials available to any third-party to do any of other than a User using the following: (i) access or attempt to access any other FreshmenSuccess systems, programs or data that are not made available Subscription Service for public use; (ii) in any way copy, reproduce, republish, upload, post, transmit, resell, distribute, modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Softwarean Authorized Customer Site; (iii) permit Customer will not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any third-party to exploit or benefit from the use or functionality part of the SoftwareSubscription Service, including without limitation the Sysmex Supplied Software and or Materials, or access the Subscription Service or Materials in order to build a similar or competitive product or service; (iv) transfer Customer will not create Internet “URL links” to the Subscription Service or “frame” or “mirror” any part of the rights granted Subscription Service on any server or device so that it appears to you under be a service offered by Customer, except as permitted by this Agreement; (v) work around except as expressly stated herein, no part of the Subscription Service or Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any technical limitations in the Softwareform, use any tool including but not limited to enable features or functionalities that are otherwise disabled in the Softwareelectronic, mechanical, photocopying, recording, or decompile, disassemble, reverse engineer, or otherwise attempt to derive any of the source code of the Softwareother means; (vi) perform or attempt Customer will make every reasonable effort to perform any actions that would interfere with prevent unauthorized third-parties from accessing the proper working of the Software, prevent access to or the use of the Software by FreshmenSuccess's other licensees or customers, or impose an unreasonable or disproportionately large load on FreshmenSuccess's infrastructureSubscription Service; or (vii) otherwise use Sysmex or its Third Party Vendors own all right, title and interest in and to all intellectual property rights in the Software except as Subscription Service and the Materials and any suggestions, enhancement requests, feedback, or recommendations provided by Customer or its Users relating to the Service or the Materials, including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof; (viii) Customer does not acquire any rights in the Subscription Service or Materials, express or implied, other than those expressly allowed under this Section 1granted in these Terms of Service and all rights not expressly granted to Customer are reserved by Sysmex and its Third- Party Vendors; and (ix) these Terms of Service do not constitute a sale and do not convey any rights of ownership in or related to the Subscription Service, Sysmex Supplied Software, Third-Party Products, or Materials to Customer. 2.2 Service Extensions or Updates. Unless explicitly stated otherwise, any new features, updates or upgrades that augment or enhance the Subscription Service, and or any new service subsequently purchased by Customer pursuant to an amendment or order accepted by Sysmex referencing these Terms of Service will be subject to these Terms of Service. Sysmex reserves the right to require an additional fee for any new service or major updates to the Subscription Service. A major update incudes significant new features and will be identified by a version number which increases the number before the decimal point (e.g., Version 1.0 to Version 2.0).

Appears in 1 contract

Samples: Terms of Service

License Grant and Restrictions. Subject TRAFx hereby grants to the terms and conditions of this Agreementyou an individual, FreshmenSuccess grants you a personal, limited, non-exclusive, non-transferable transferable, revocable license and right to electronically access and use the Software DataNet solely for your own internal business purposes. Your license to use DataNet is subject to this Agreement, and is for the purposes described duration of the License Term. All rights not expressly granted to you are reserved by TRAFx and its licensors. Your User License commences on the WizED information page (xxxx://xxxxxxxxxxxxxxx.xxx/WizED.aspx). In addition to Effective Date and terminates at the current WizED online softwareend of the License Term, the term "Software" includes any other programs, tools, internet-based services, components and updates (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases, etc.) to the Software that FreshmenSuccess provides or makes available to you. Some of these Software updates may be accompanied by additional terms. If so, those additional terms will be incorporated into unless this Agreement and your use User License are extended, then your User License terminates at the end of the Software and any such updates will your final extension term. TRAFx, in its sole discretion, may suspend or terminate your User License if you materially breach or otherwise fail to comply with this Agreement. User Licenses cannot be bound shared or used by both more than one User but may be reassigned in accordance with this Agreement by an Administrator to new Users who are replacing former Users who have changed job status or function and said additional termsno longer use DataNet. Without limiting Users shall not share their passwords and are responsible for maintaining the generality confidentiality of the reservations described their password. TRAFx, in its sole discretion, without notice, may suspend or terminate your User License and inactivate a User’s password. An Administrator may also, in his/her sole discretion, suspend or terminate your User License and inactivate a User’s password. Subject to Section 2 below6.1 of this Agreement, you shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party DataNet in any way. In addition, you shall not (i) modify or make derivative works based upon DataNet or the Content; (ii) create Internet "links" to DataNet or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iii) reverse engineer or access DataNet in order to (a) build a competitive product of DataNet, (b) build a product using similar ideas, features, functions or graphics of DataNet, or (c) copy any ideas, features, functions or graphics of DataNet. You may not access DataNet if you are a direct competitor of TRAFx, except with TRAFx’s prior written consent which consent may be withheld at the sole discretion of TRAFx. In addition, you may not licensed access DataNet for purposes of monitoring its availability, performance or permitted under this Agreement to do functionality, or for any of the following other benchmarking or competitive purposes. You may use DataNet only for your internal business purposes and shall not allow any third-party to do any of the followingnot: (i) access send or attempt store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to access any other FreshmenSuccess systems, programs children or data that are not made available for public useviolative of third party privacy rights; (ii) in any way copysend or store material containing software viruses, reproduceworms, republishTrojan horses or other harmful computer code, uploadfiles, postscripts, transmit, resell, distribute, modify, create derivative works from, distribute, publicly display, publicly perform, agents or sublicense the Softwareprograms; (iii) permit any third-party to exploit interfere with or benefit from disrupt the use integrity or functionality performance of DataNet or the Softwaredata contained therein; or (iv) transfer any of the rights granted attempt to you under this Agreementgain unauthorized access to DataNet or its related systems or networks; (v) work around any technical limitations in setup and exceed the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, reverse engineer, or otherwise attempt to derive any number of the source code of the Software; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by FreshmenSuccess's other licensees or customers, or impose an unreasonable or disproportionately large load on FreshmenSuccess's infrastructure; or (vii) otherwise use the Software except as expressly allowed under this Section 1authorized User Licenses.

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Samples: Terms and Conditions of Use

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