License Grants. Subject to the terms and conditions of this Agreement, Vendor grants to Customer during the Term of this Agreement the nontransferable, nonexclusive worldwide right to permit Users to (a) use the Service, including the Base Components thereof, (b) display and print Customer Data, and (c) use the SaaS Materials solely in connection with the Service, all solely for Customer’s own internal business operations, provided such internal business operations shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use. For purpose of this license grant, “Customer” shall 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 hereunder. Customer acknowledges and agrees that the license granted, for the items listed in this agreement, is not a concurrent user license and that the rights granted to Customer in this agreement are subject to all of the following agreements and restrictions: (i) the maximum number of Users that Customer authorizes to access the Service shall not exceed the number of licenses Customer has been granted; (ii) licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who are no longer permitted to access the Service; (iii) Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service or the SaaS Materials available to any third party other than an authorized User; (iv) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, including without limitation the Vendor Software and or SaaS Materials that are provided as a part thereof, or access the Service or SaaS Materials in order to build a similar or competitive product or service; (v) Customer shall not create Internet "links" to the Service or "frame" or "mirror" any part of the Service, including any content contained in the Service, on any other server or device; (vi) except as expressly stated herein, no part of the Service or SaaS Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (vii) Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Service; (viii) Customer acknowledges and agrees that Vendor or its Third Party Vendors shall own all right, title and interest in and to all intellectual property rights in the Service and the SaaS Materials and any suggestions, enhancement requests, feedback, or recommendations provided by Customer or its Users relating to the Service or the SaaS 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; (ix) unauthorized use, resale or commercial exploitation of any part of the Service or SaaS Materials in any way is expressly prohibited; (x) Customer does not acquire any rights in the Service or SaaS Materials, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Customer are reserved by Vendor and Third Party Vendors; and (xi) this Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Vendor Software, Third Party Products, or SaaS Materials to Customer.
Appears in 4 contracts
Samples: Service Agreement, Software as a Service Agreement, Service Agreement
License Grants. Subject to the terms and conditions of this Agreement, Vendor grants to Customer during the Term of this Agreement the nontransferable, nonexclusive worldwide right to permit Users to
the Customer to (a) use the ServiceServices, including the Base Components thereof, (b) display and print Customer Data, and (c) use the SaaS Materials solely in connection with the Service, all solely for Customer’s own internal business operations, provided such internal business operations shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use. For purpose of this license grant, “Customer” shall include any outsourced or other third- 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 hereunder. Customer acknowledges and agrees that the license granted, for the items listed in this agreement, is not a concurrent user license and that the rights granted to Customer in this agreement are subject to all of the following agreements and restrictions: :
(i) the The maximum number of Users that Customer authorizes to access the Service shall not exceed the number of licenses Customer has been granted; ;
(ii) licenses Licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who are no longer permitted to access the Service; ;
(iii) Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service or the SaaS Materials available to any third party other than an authorized User; ;
(iv) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, including without limitation the Vendor Software and or SaaS Materials that are provided as a part thereof, or access the Service or SaaS Materials in order to build a similar or competitive product or service; ;
(v) Customer shall not create Internet "links" to the Service or "frame" or "mirror" any part of the Service, including any content contained in the Service, on any other server or device; ;
(vi) except as expressly stated herein, no part of the Service or SaaS Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; ;
(vii) Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Service; ;
(viii) Customer acknowledges and agrees that Vendor or its Third Party Vendors shall own all right, title and interest in and to all intellectual property rights in the Service and the SaaS Materials and any suggestions, enhancement requests, feedback, or recommendations provided by Customer or its Users relating to the Service or the SaaS 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; ;
(ix) unauthorized Unauthorized use, resale or commercial exploitation of any part of the Service or SaaS Materials in any way is expressly prohibited; ;
(x) Customer does not acquire any rights in the Service or SaaS Materials, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Customer are reserved by Vendor and Third Third-Party Vendors; and and,
(xi) this This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Vendor Software, Third Party Products, or SaaS Materials to Customer. Subject to the terms and conditions of this Agreement, Customer grants to Vendor and its Third Party Vendors the non-exclusive, nontransferable worldwide right to copy, store, record, transmit, display, view, print or otherwise use (a) Customer Data solely to the extent necessary to provide the Service and SaaS Materials to Customer, and (b) any trademarks that Customer provides Vendor for the purpose of including them in Customer’s user interface of the Service (“Customer Trademarks”). Customer acknowledges and agrees that Customer Data and information regarding Customer and Customer’s Users that is provided to Vendor and its Third-Party Vendors in connection with this Agreement may be (a) processed by Vendor and its Third-Party Vendors to the extent necessary to provide the Service and (b) transferred outside of the country or any other jurisdiction where Customer and Customer’s Users are located. In addition, Customer acknowledges and agrees that it is Customer’s obligation to inform Customer’s Users and customers of the processing of Customer Data and information regarding Customer and Customer’s Users pursuant to this Agreement and to ensure that such Users and customers have given any necessary consent to such processing as required by all applicable data protection legislation. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and information regarding Customer and Customer’s Users. Customer agrees that the authorization to the Customer Data shall survive termination of this Agreement solely for the purpose of storing backup Customer Data in accordance with the terms of this Agreement. By providing Customer with the Services, Vendor does not acquire any right, title and/or interest in the content material (including but not limited to text, Customer-provided software, scripts, trademarks, logos, HTML coding, domain names, links, graphics, audio, video, and any data) that Customer makes available for use by Users by means of the Services (collectively “Content”). Except as expressly set forth in the Schedules as being the responsibility of Vendor, Customer is solely responsible for all Content.
Appears in 2 contracts
Samples: License Agreement, License Agreement
License Grants. Subject to the terms and conditions of this Agreement, Vendor grants to Customer during the Term of this Agreement the nontransferable, nonexclusive worldwide right to permit Users to
(a) use the Service, including the Base Components thereof, (b) display and print Customer Data, and (c) use the SaaS Materials solely in connection with the Service, all solely for Customer’s own internal business operations, provided such internal business operations shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use. For purpose of this license grant, “Customer” shall 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 hereunder. Customer acknowledges and agrees that the license granted, for the items listed in this agreementSchedule A herein, is not a concurrent user license and that the rights granted to Customer in this agreement Agreement are subject to all of the following agreements and restrictions: (i) the maximum number of Users that Customer authorizes to access the Service shall not exceed the number of licenses Customer has been granted, as set forth in Schedule A; (ii) licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who are no longer permitted to access the Service; (iii) Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service or the SaaS Materials available to any third party other than an authorized User; (iv) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, including without limitation the Vendor Software and or SaaS Materials that are provided as a part thereof, or access the Service or SaaS Materials in order to build a similar or competitive product or service; (v) Customer shall not create Internet "links" to the Service or "frame" or "mirror" any part of the Service, including any content contained in the Service, on any other server or device; (vi) except as expressly stated herein, no part of the Service or SaaS Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; ;
(vii) Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Service; (viii) Customer acknowledges and agrees that Vendor or its Third Party Vendors shall own all right, title and interest in and to all intellectual property rights in the Service and the SaaS Materials and any suggestions, enhancement requests, feedback, or recommendations provided by Customer or its Users relating to the Service or the SaaS 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; (ix) unauthorized use, resale or commercial exploitation of any part of the Service or SaaS Materials in any way is expressly prohibited; (x) Customer does not acquire any rights in the Service or SaaS Materials, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Customer are reserved by Vendor and Third Party Vendors; and (xi) this Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Vendor Software, Third Party Products, or SaaS Materials to Customer.
Appears in 2 contracts
License Grants. 4.1 Subject to the terms Section 6.2, SELLER, on behalf of itself and conditions of this Agreementits Subsidiaries, Vendor hereby grants to Customer during BUYER a [*]
4.2 Subject to Section 6.2, SELLER, on behalf of itself and its Subsidiaries, hereby grants to BUYER a [*]
4.3 Subject to Section 6.2, SELLER, on behalf of itself and its Subsidiaries, hereby grants to BUYER a [*]
4.4 Intentionally left blank.
4.5 The licenses granted in Sections 4.1(b), 4.2(d), and 4.3(b) to BUYER for the Term purpose of this Agreement the nontransferable, nonexclusive worldwide right to permit Users tohaving BUYER Licensed Products made by another manufacturer:
(a) use shall only apply when the Servicespecifications for such BUYER Licensed Products were created by or for BUYER or its Subsidiaries (either solely or jointly with one or more third parties), including or were provided in whole or in a majority portion by SELLER or its Subsidiaries and provided to BUYER; Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Base Components thereofSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. EXECUTION COPY
(b) display and print Customer Datashall not apply to (i) any methods used, and or (ii) any products in the form manufactured or marketed, by said another manufacturer prior to BUYER’s or SELLER’s furnishing of said specifications;
(c) shall only be under that portion of the Licensed Product Information, Licensed Product Software or Licensed Evaluation Board Information for which the use by said another manufacturer is necessitated by compliance with such specifications;
(d) shall not apply to any information or items generated or outputted by simulation tools or GDSII files; and
(e) shall only apply to the SaaS Materials solely extent that any information embodied in connection with materials provided to said another manufacturer is provided under a written agreement and is made subject to the Serviceconfidentiality terms and conditions in Section 10 of this Agreement.
4.6 Subject to section 4.2, all BUYER may sublicense the Licensed Product Software identified in Exhibit D Section I to customers, contractors of BUYER solely for Customer’s own internal business operationsdesigning or developing BUYER Licensed Products, and value-added resellers of BUYER Licensed Product (the “Recipient”), provided that:
(a) such internal business operations sublicense shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use. For purpose the right to further distribute the Source Code;
(b) such sublicense shall not include the right to further sublicense others;
(c) Buyer agrees to use same efforts provided herein to protect the confidentiality of SELLER’s confidential information;
(d) the field of such sublicense shall be within the field set forth in Section 4.2;
(e) such sublicense shall be accompanied by and bound by an EULA;
(f) such sublicense shall only permit distribution of the Object Code version of such Licensed Product Software in conjunction with BUYER Licensed Product;
(g) such sublicense shall include confidentiality provisions materially equivalent to those contained in this Agreement;
(h) the sublicense granted to the Recipient prior to the termination of this license grantAgreement shall survive termination, “Customer” provided however that Recipient is not in breach of the sublicense granted under this Section 4.6 ; and
(i) each sublicense shall include any outsourced be in writing and signed by the Recipient.
4.7 No license, immunity, ownership interest, 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 right is fully responsible hereunder. Customer acknowledges and agrees that the license granted, for assigned, or otherwise conveyed under this Agreement, either directly or indirectly, by implication, estoppel or otherwise, to BUYER with respect to any patent and/or patent application, (regardless of whether a license under the items listed in this agreement, is not a concurrent user license and that patents of IBM may be necessary to practice the rights granted to Customer in this agreement are subject to all licenses and assignments granted hereunder) utility model, trade name, or trademark of the following agreements SELLER. Except as specifically granted in Sections 3.0 and restrictions: (i) the maximum number of Users that Customer authorizes to access the Service shall not exceed the number of licenses Customer has been granted; (ii) licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who are 4.0, no longer permitted to access the Service; (iii) Customer shall not assignment, license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service or the SaaS Materials available to any third party other than an authorized User; (iv) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, including without limitation the Vendor Software and or SaaS Materials that are provided as a part thereof, or access the Service or SaaS Materials in order to build a similar or competitive product or service; (v) Customer shall not create Internet "links" to the Service or "frame" or "mirror" any part of the Service, including any content contained in the Service, on any other server or device; (vi) except as expressly stated herein, no part of the Service or SaaS Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recordingimmunity, or other means; (vii) Customer agrees right is granted, either directly or indirectly, by implication, estoppel or otherwise, to make every reasonable effort BUYER with respect to prevent unauthorized third parties from accessing the Service; (viii) Customer acknowledges and agrees that Vendor any copyrights, trade secrets, computer programs, know-how, mask works or its Third Party Vendors shall own all right, title and interest in and to all other intellectual property rights of SELLER. Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Service Securities and Exchange Commission pursuant to Rule 24b-2 of the SaaS Materials and Securities Exchange Act of 1934, as amended.
4.8 Nothing in this Agreement shall be construed as granting BUYER, either directly or by implication or estoppel or otherwise, any suggestionsintellectual property rights (including copyrights, enhancement requestsmask works, feedbacktrade secret, or recommendations provided by Customer or its Users relating to the Service or the SaaS Materialsknow-how, including all unpatented inventionspatent, patent applications, patentspatentable inventions, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all inventions or other intellectual property rights, derivatives ) with respect to: [*] even if such method or improvements thereof; (ix) unauthorized use, resale process information is contained in information or commercial exploitation of expressly disclosed by the other items provided to BUYER.
4.9 The parties hereto acknowledge that POWER PC Information has been expressly excluded from any part of the Service information licensed to BUYER pursuant to this Section 4.9, even if the same POWER PC Information has been included in the materials constituting the assigned copyrights. Any rights and obligations BUYER may have with regard to POWER PC Information are set forth in the POWER PC License Agreement.
4.10 Notwithstanding any other provision in this Agreement, the license rights granted by the SELLER to the BUYER in this Section 4 shall only become effective upon SELLER’s receipt of the consideration specified in Section 5.0.
4.11 Subject to Section 4.10, the licenses granted herein shall include the right of BUYER to grant sublicenses to its Subsidiaries existing on or SaaS Materials after the Effective Date. No sublicense shall be broader in any way is expressly prohibited; (x) Customer does not acquire respect at any rights in time during the Service or SaaS Materials, express or implied, other than those expressly granted in life of this Agreement and all rights not expressly than the license held by BUYER.
4.12 A sublicense granted to Customer are reserved by Vendor and Third Party Vendorsa Subsidiary shall terminate on the earlier of:
(a) the date such Subsidiary ceases to be a Subsidiary; and and
(xib) this Agreement is not a sale and does not convey any rights the date of ownership in or related to termination of the Service, Vendor Software, Third Party Products, or SaaS Materials to Customerlicense granted herein.
Appears in 1 contract
Samples: Intellectual Property Agreement (Applied Micro Circuits Corp)
License Grants. Subject to the terms and conditions of this Agreement, Vendor grants to Customer Client during the Term of this Agreement the nontransferablenon-transferable, nonexclusive non-exclusive worldwide right to permit Users to
to (a) use the Service, including the Base Components thereof, (b) display and print Customer Client Data, and (c) use the SaaS Materials solely in connection with the Service, all solely for CustomerClient’s own internal business operations, provided such internal business operations shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use. For purpose of this license grant, “CustomerClient” shall include any outsourced or other third- third-party consultants or similar personnel supporting Customer Client as part of its typical business practices, acting under CustomerClient’s direction and for whom Customer Client is fully responsible hereunder. Customer Client acknowledges and agrees that the license granted, for the items listed in this agreement, granted is not a concurrent user license and that the rights granted to Customer Client in this agreement Agreement are subject to all of the following agreements and restrictions: (i) the maximum number of Users that Customer authorizes to access the Service shall not exceed the number of licenses Customer has been granted; (ii) licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who are no longer permitted to access the Service; (iii) Customer Client shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service or the SaaS Materials available to any third party other than an authorized User; (ivii) Customer Client shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, including without limitation the Vendor Software and or SaaS Materials that are provided as a part thereof, or access the Service or SaaS Materials in order to build a similar or competitive product or service; (viii) Customer Client shall not create Internet "links" to the Service or "frame" or "mirror" any part of the Service, including any content contained in the Service, on any other server or device; (viiv) except as expressly stated herein, no part of the Service or SaaS Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (viiv) Customer Client agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Service; (viiivi) Customer Client acknowledges and agrees that Vendor or its Third Party Vendors shall own all right, title and interest in and to all intellectual property rights in the Service and the SaaS Materials and any suggestions, enhancement requests, feedback, or recommendations provided by Customer Client or its Users relating to the Service or the SaaS 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; (ixvii) unauthorized use, resale or commercial exploitation of any part of the Service or SaaS Materials in any way is expressly prohibited; (xviii) Customer Client does not acquire any rights in the Service or SaaS Materials, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Customer Client are reserved by Vendor and Third Party Vendors; and (xiix) this Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Vendor Software, Third Party Products, or SaaS Materials to CustomerClient.
Appears in 1 contract
Samples: Software as a Service Agreement
License Grants. Subject to the terms and conditions of this Agreement, Vendor grants to Customer during the Term of this Agreement the nontransferable, nonexclusive worldwide right to permit Users to
to (a) use the Service, including the Base Components thereof, (b) display and print Customer Data, and (c) use the SaaS Materials solely in connection with the Service, all solely for Customer’s own internal business operations, provided such internal business operations shall not include commercial time-time- sharing, rental, outsourcing, service bureau or similar use. For purpose of this license grant, “Customer” shall include any outsourced or other third- 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 hereunder. Customer acknowledges and agrees that the license granted, for the items listed in this agreementSchedule A herein, is not a concurrent user license and that the rights granted to Customer in this agreement Agreement are subject to all of the following agreements and restrictions: (i) the maximum number of Users that Customer authorizes to access the Service shall not exceed the number of licenses Customer has been granted, as set forth in Schedule A; (ii) licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who are no longer permitted to access the Service; (iii) Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service or the SaaS Materials available to any third party other than an authorized User; (iv) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, including without limitation the Vendor Software and or SaaS Materials that are provided as a part thereof, or access the Service or SaaS Materials in order to build a similar or competitive product or service; (v) Customer shall not create Internet "links" to the Service or "frame" or "mirror" any part of the Service, including any content contained in the Service, on any other server or device; (vi) except as expressly stated herein, no part of the Service or SaaS Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (vii) Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Service; (viii) Customer acknowledges and agrees that Vendor or its Third Party Vendors shall own all right, title and interest in and to all intellectual property rights in the Service and the SaaS Materials and any suggestions, enhancement requests, feedback, or recommendations provided by Customer or its Users relating to the Service or the SaaS 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; (ix) unauthorized use, resale or commercial exploitation of any part of the Service or SaaS Materials in any way is expressly prohibited; (x) Customer does not acquire any rights in the Service or SaaS Materials, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Customer are reserved by Vendor and Third Party Vendors; and (xi) this Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Vendor Software, Third Party Products, or SaaS Materials to Customer.;
Appears in 1 contract
Samples: End User License Agreement (Eula)
License Grants. Subject to the terms and conditions of this Agreement, Vendor VisioLogix grants to Customer during the Term of this Agreement the nontransferable, nonexclusive worldwide right to permit Users to
to (a) use the Service, including the Base Components thereof, (b) display and print Customer Data, and (c) use the SaaS aaS Materials solely in connection with the Service, all solely for Customer’s own internal business operations, provided such internal business operations shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use. For purpose of this license grant, “Customer” shall include any outsourced or other third- 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 hereunder. Customer acknowledges and agrees that the license granted, for the items listed in this agreementSchedule A herein, is not a concurrent user license and that the rights granted to Customer in this agreement Agreement are subject to all of the following agreements and restrictions: (i) the maximum number of Users that Customer authorizes to access the Service shall not exceed the number of licenses Customer has been granted, as set forth in Schedule A; (ii) licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who are no longer permitted to access the Service; (iii) Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service or the SaaS aaS Materials available to any third party other than an authorized User; (iv) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, including without limitation the Vendor VisioLogix Software and or SaaS aaS Materials that are provided as a part thereof, or access the Service or SaaS aaS Materials in order to build a similar or competitive product or service; (v) Customer shall not create Internet "links" to the Service or "frame" or "mirror" any part of the Service, including any content contained in the Service, on any other server or device; (vi) except as expressly stated herein, no part of the Service or SaaS aaS Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (vii) Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Service; (viii) Customer acknowledges and agrees that Vendor VisioLogix or its Third Party Vendors shall own all right, title and interest in and to all intellectual property rights in the Service and the SaaS aaS Materials and any suggestions, enhancement requests, feedback, or recommendations provided by Customer or its Users relating to the Service or the SaaS aaS 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; (ix) unauthorized use, resale or commercial exploitation of any part of the Service or SaaS aaS Materials in any way is expressly prohibited; (x) Customer does not acquire any rights in the Service or SaaS aaS Materials, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Customer are reserved by Vendor VisioLogix and Third Party Vendors; and (xi) this Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Vendor VisioLogix Software, Third Party Products, or SaaS aaS Materials to Customer.. Subject to the terms and conditions of this Agreement, Customer grants to VisioLogix and its Third Party Vendors the non-exclusive, nontransferable worldwide right to copy, store, record, transmit, display, view, print or otherwise use (a) Customer Data solely to the extent necessary to provide the Service and aaS Materials to Customer, and
Appears in 1 contract
Samples: Software as a Service Agreement
License Grants. 4.1 Subject to the terms Section 6.2, SELLER, on behalf of itself and conditions of this Agreementits Subsidiaries, Vendor hereby grants to Customer during BUYER a [*]
4.2 Subject to Section 6.2, SELLER, on behalf of itself and its Subsidiaries, hereby grants to BUYER a [*]
4.3 Subject to Section 6.2, SELLER, on behalf of itself and its Subsidiaries, hereby grants to BUYER a [*]
4.4 Intentionally left blank.
4.5 The licenses granted in Sections 4.1(b), 4.2(d), and 4.3(b) to BUYER for the Term purpose of this Agreement the nontransferable, nonexclusive worldwide right to permit Users tohaving BUYER Licensed Products made by another manufacturer:
(a) use shall only apply when the Servicespecifications for such BUYER Licensed Products were created by or for BUYER or its Subsidiaries (either solely or jointly with one or more third parties), including or were provided in whole or in a majority portion by SELLER or its Subsidiaries and provided to BUYER; Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Base Components thereofSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. EXECUTION COPY
(b) display and print Customer Datashall not apply to (i) any methods used, and or (ii) any products in the form manufactured or marketed, by said another manufacturer prior to BUYER’s or SELLER’s furnishing of said specifications;
(c) shall only be under that portion of the Licensed Product Information, Licensed Product Software or Licensed Evaluation Board Information for which the use by said another manufacturer is necessitated by compliance with such specifications;
(d) shall not apply to any information or items generated or outputted by simulation tools or GDSII files; and
(e) shall only apply to the SaaS Materials solely extent that any information embodied in connection with materials provided to said another manufacturer is provided under a written agreement and is made subject to the Serviceconfidentiality terms and conditions in Section 10 of this Agreement.
4.6 Subject to section 4.2, all BUYER may sublicense the Licensed Product Software identified in Exhibit D Section I to customers, contractors of BUYER solely for Customer’s own internal business operationsdesigning or developing BUYER Licensed Products, and value-added resellers of BUYER Licensed Product (the “Recipient”), provided that:
(a) such internal business operations sublicense shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use. For purpose the right to further distribute the Source Code;
(b) such sublicense shall not include the right to further sublicense others;
(c) Buyer agrees to use same efforts provided herein to protect the confidentiality of SELLER’s confidential information;
(d) the field of such sublicense shall be within the field set forth in Section 4.2;
(e) such sublicense shall be accompanied by and bound by an XXXX;
(f) such sublicense shall only permit distribution of the Object Code version of such Licensed Product Software in conjunction with BUYER Licensed Product;
(g) such sublicense shall include confidentiality provisions materially equivalent to those contained in this Agreement;
(h) the sublicense granted to the Recipient prior to the termination of this license grantAgreement shall survive termination, “Customer” provided however that Recipient is not in breach of the sublicense granted under this Section 4.6 ; and
(i) each sublicense shall include any outsourced be in writing and signed by the Recipient.
4.7 No license, immunity, ownership interest, 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 right is fully responsible hereunder. Customer acknowledges and agrees that the license granted, for assigned, or otherwise conveyed under this Agreement, either directly or indirectly, by implication, estoppel or otherwise, to BUYER with respect to any patent and/or patent application, (regardless of whether a license under the items listed in this agreement, is not a concurrent user license and that patents of IBM may be necessary to practice the rights granted to Customer in this agreement are subject to all licenses and assignments granted hereunder) utility model, trade name, or trademark of the following agreements SELLER. Except as specifically granted in Sections 3.0 and restrictions: (i) the maximum number of Users that Customer authorizes to access the Service shall not exceed the number of licenses Customer has been granted; (ii) licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who are 4.0, no longer permitted to access the Service; (iii) Customer shall not assignment, license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service or the SaaS Materials available to any third party other than an authorized User; (iv) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, including without limitation the Vendor Software and or SaaS Materials that are provided as a part thereof, or access the Service or SaaS Materials in order to build a similar or competitive product or service; (v) Customer shall not create Internet "links" to the Service or "frame" or "mirror" any part of the Service, including any content contained in the Service, on any other server or device; (vi) except as expressly stated herein, no part of the Service or SaaS Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recordingimmunity, or other means; (vii) Customer agrees right is granted, either directly or indirectly, by implication, estoppel or otherwise, to make every reasonable effort BUYER with respect to prevent unauthorized third parties from accessing the Service; (viii) Customer acknowledges and agrees that Vendor any copyrights, trade secrets, computer programs, know-how, mask works or its Third Party Vendors shall own all right, title and interest in and to all other intellectual property rights of SELLER. Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Service Securities and Exchange Commission pursuant to Rule 24b-2 of the SaaS Materials and Securities Exchange Act of 1934, as amended. EXECUTION COPY
4.8 Nothing in this Agreement shall be construed as granting BUYER, either directly or by implication or estoppel or otherwise, any suggestionsintellectual property rights (including copyrights, enhancement requestsmask works, feedbacktrade secret, or recommendations provided by Customer or its Users relating to the Service or the SaaS Materialsknow-how, including all unpatented inventionspatent, patent applications, patentspatentable inventions, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all inventions or other intellectual property rights, derivatives ) with respect to: [*] even if such method or improvements thereof; (ix) unauthorized use, resale process information is contained in information or commercial exploitation of expressly disclosed by the other items provided to BUYER.
4.9 The parties hereto acknowledge that POWER PC Information has been expressly excluded from any part of the Service information licensed to BUYER pursuant to this Section 4.9, even if the same POWER PC Information has been included in the materials constituting the assigned copyrights. Any rights and obligations BUYER may have with regard to POWER PC Information are set forth in the POWER PC License Agreement.
4.10 Notwithstanding any other provision in this Agreement, the license rights granted by the SELLER to the BUYER in this Section 4 shall only become effective upon SELLER’s receipt of the consideration specified in Section 5.0.
4.11 Subject to Section 4.10, the licenses granted herein shall include the right of BUYER to grant sublicenses to its Subsidiaries existing on or SaaS Materials after the Effective Date. No sublicense shall be broader in any way is expressly prohibited; (x) Customer does not acquire respect at any rights in time during the Service or SaaS Materials, express or implied, other than those expressly granted in life of this Agreement and all rights not expressly than the license held by BUYER.
4.12 A sublicense granted to Customer are reserved by Vendor and Third Party Vendorsa Subsidiary shall terminate on the earlier of:
(a) the date such Subsidiary ceases to be a Subsidiary; and and
(xib) this Agreement is not a sale and does not convey any rights the date of ownership in or related to termination of the Service, Vendor Software, Third Party Products, or SaaS Materials to Customerlicense granted herein.
Appears in 1 contract
Samples: Intellectual Property Agreement
