License Limitations. The License granted in Section 2, “Grant of a Limited Use License,” is subject to the limitations contained in this Agreement – and applicable agreements, policies, and terms and conditions referenced herein – (“License Limitations”), including, but not limited to, those specified within this section below. Any use of the Products or Services in violation of the License Limitations will be regarded as an infringement of CellTrust’s copyrights, and any other legal rights of CellTrust, in and to the Products and/or Services. You agree, under any circumstances, that You SHALL NOT Yourself, or through any affiliate, agent or any other third party: (a) Attempt, or knowingly permit or encourage others to attempt, to copy, photocopy, reproduce, translate, modify, decompile, decipher, disassemble, reverse engineer or otherwise decrypt or discover or derive the source code of all or any portion of the Products or Services; (b) Sell, resell, lease, license, sublicense, rent, encumber, or otherwise transfer to others any rights in any portion of the Products or Services; (c) Create, write, or develop any derivative works based on the Products or Services without express, written permission from CellTrust to do so; (d) Use any portion of the Products or Services in any manner except as expressly provided for in this Agreement; (e) Use the Products or Services for the primary purpose of exploiting vulnerabilities and weaknesses in the Products and Services without express, written permission from CellTrust to do so; (f) Use the Products or Services for the primary purpose of studying its features to, directly or indirectly, build, develop, or create any products similar to the Products and Services; (g) Use the Products or Services to provide processing services to third parties, to provide commercial timesharing, rental or sharing arrangements to third parties on a "service bureau" basis, or to otherwise allow any third party to use the Products or Services for the benefit of any third party; (h) Facilitate, maintain, create, revise, disclose, divulge or make available to, or permit unauthorized use of or unauthorized access to the Products or Services; (i) Share personally identifiable information on any individual or confidential information without the authority to do so, or provide any personally identifiably information (“PII”) or Personal Health Information (“PHI”) on yourself or any individual data subject without having the legal authority (and/or full consent of the data subject) to do so, as providing such information may be considered a cross‐border transfer of information from your location to another country, particularly to the United States of America, where CellTrust is located; (j) Remove, efface, or obscure any copyright notices or proprietary notices or legends from the Products or any Confidential Information provided by CellTrust; (k) Intentionally or knowingly use any device, software, or routine for interference with the proper working of Your use of the Products or Services, or use any device, software, or routine that interferes with the proper working of the Products or Services for others, nor shall You attempt to interfere with or disrupt the proper working of the Products or Services; (l) Use the Products or Services in any way that violates any law, regulation, rule, or guideline of any applicable governmental, regulatory, or business entity or association, including, but not limited to, the Mobile Marketing Association (“MMA”), telecommunication carriers, or any other company necessary for use of the License, and any and all regulating bodies (whether governmental, private or otherwise and foreign or domestic, as the case may be) applicable to Your specific use of the Products or Services; (m) Export, ship, transmit, or re‐export any part of the Products or Services in violation of any applicable law or regulation, including, without limitation, the Export Administration Act of 1979 or the Export Administration Regulations issued by the United States Department of Commerce, or re‐export, download, or otherwise export into (or to a national or resident of) any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list. To ensure that improper use of the License has not occurred, during the term of this Agreement, and any renewal or extension thereof, and for a period of one (1) year after such later date, You shall not, directly or indirectly, build, develop, or create any products similar to the Products and Services, including, but not limited to, the App. You agree to safeguard all Products and Services against use, copying, or transfer by any third party. For the avoidance of doubt, You may not transfer Evaluation Copies, beta copies, courtesy copies, or any copy of the Software. In particular and without limitation, You agree that it would be deceptive and a material breach of this Agreement to transfer an Evaluation Copy to another person or entity, or to receive such a purportedly transferred Evaluation Copy. The person/entity using the Evaluation Copy must be the same person/entity that is identified to CellTrust as the user of the Evaluation Copy.
Appears in 4 contracts
Samples: End User License Agreement, End User License Agreement, User License Agreement
License Limitations. The License granted in Section 2, “Grant of a Limited Use License,” is subject to the limitations a) We retain all Intellectual Property rights contained in this Agreement – our Products and applicable agreements, policies, and terms and conditions referenced herein – (“License Limitations”), including, but not limited to, those specified within this section belowServices. Any unauthorized use of the our Products or and Services in violation of the License Limitations will be regarded as an infringement of CellTrust’s copyrightsmay violate Intellectual Property and other applicable Laws.
b) We do not grant any further license to you to access, and any other legal rights of CellTrust, in and to the Products and/or Services. You agree, under any circumstances, that You SHALL NOT Yourself, or through any affiliate, agent or any other third party:
(a) Attempt, or knowingly permit or encourage others to attempt, to copy, photocopy, reproduce, translate, modify, decompileprepare, decipheror create Derivative Works of, disassemblepublicly display, reverse engineer or otherwise decrypt or discover or derive the source code of all or any portion of the Products or Services;
(b) Sell, resell, lease, licensepublicly perform, sublicense, renttransfer, encumberassign, exploit, or otherwise transfer to others any rights in any portion of the distribute our Products or Services;
(c) Create, write, or develop any derivative works based on the Products or Services without express, written permission from CellTrust to do so;
(d) Use any portion of the Products or and Services in any manner whatsoever.
c) Reasonable requests by Clients to your CPCyber Account Representative to use screen shots or other copies of reports for presentations will not be unreasonably denied provided appropriate Intellectual Property and ownership notices are included on such copies; and you give us advance copies of any such materials.
d) For clarity, you agree, warrant, and represent that you will not, without our prior written permission:
i. Use our Products and Services except as expressly provided for permitted in this Agreement;these Terms,
(e) Use ii. Copy, modify, improve, revise, or create Derivative Works, based on our
iii. Reverse assemble, compile, disassemble, re-engineer, or reverse compile the whole or any part of our Products and Services,
iv. Sublicense or Services for the primary purpose distribute any of exploiting vulnerabilities and weaknesses in the our Products and Services without express, our prior written permission permission,
v. Remove any Intellectual Property ownership or management information from CellTrust to do so;
(f) Use the Products or Services for the primary purpose of studying its features to, directly or indirectly, build, develop, or create any products similar to the our Products and Services;
(g) Use the Products or Services to provide processing services to third parties, to provide commercial timesharing, rental or sharing arrangements to third parties on a "service bureau" basis, or to otherwise allow any third party to use the Products or Services for the benefit of any third party;
(h) Facilitate, maintain, create, revise, disclose, divulge or make available to, or permit unauthorized use of or unauthorized access to the Products or Services;
(i) Share personally identifiable information on any individual or confidential information without the authority to do so, or provide any personally identifiably information (“PII”) or Personal Health Information (“PHI”) on yourself or any individual data subject without having the legal authority (and/or full consent of the data subject) to do so, as providing such information may be considered a cross‐border transfer of information from your location to another country, particularly to the United States of America, where CellTrust is located;
(j) Remove, efface, or obscure any copyright notices or proprietary notices or legends from the Products or any Confidential Information provided by CellTrust;
(k) Intentionally or knowingly use any device, software, or routine for interference with the proper working of Your use of the Products or Services, or use any device, software, or routine that interferes with the proper working of the Products or Services for others, nor shall You attempt to interfere with or disrupt the proper working of the Products or Services;
(l) Use the Products or Services in any way that violates any law, regulation, rule, or guideline of any applicable governmental, regulatory, or business entity or association, including, but not limited to, the Mobile Marketing Association (“MMA”), telecommunication carriers, or any other company necessary for use of the License, and any and all regulating bodies (whether governmental, private or otherwise and foreign or domestic, as the case may be) applicable to Your specific use of the Products or Services;
(m) Export, ship, transmit, or re‐export any part of the Products or Services in violation of any applicable law or regulation, including, without limitation, the Export Administration Act of 1979 patent, trademark, copyright, and/or other restricted rights notices,
vi. Access or the Export Administration Regulations issued by the United States Department of Commerceuse our Products and Services for any illegal purpose whatsoever, or re‐exportin violation of any applicable Laws,
vii. Create or maintain any User Content that violates another individual’s or company’s legal rights, downloadis unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise export into (or to a national or resident of) any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Ordersinappropriate,
viii. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list. To ensure that improper use of the License has not occurred, during the term of this Agreement, and any renewal or extension thereof, and for a period of one (1) year after such later date, You shall not, directly or indirectly, build, develop, or create any products similar to the Products and Services, including, but not limited to, the App. You agree to safeguard all Interfere with our Products and Services against useor any End User’s Use of our
ix. Make unsolicited offers or advertisements to other of our Clients or End Users, copyingx. Circumvent, remove, alter, deactivate, degrade, or transfer by thwart any third party. For the avoidance of doubt, You may not transfer Evaluation Copies, beta copies, courtesy copies, or any copy of the Software. In particular and without limitation, You agree that it would be deceptive and a material breach of this Agreement to transfer an Evaluation Copy to another person or entity, or to receive such a purportedly transferred Evaluation Copy. The person/entity using the Evaluation Copy must be the same person/entity that is identified to CellTrust as the user of the Evaluation Copy.our content protections,
Appears in 2 contracts
Samples: Terms of Use, Terms of Use
License Limitations. The License granted in Section 2, “Grant of a Limited Use License,” is subject to the limitations contained in this Agreement – and applicable agreements, policies, and terms and conditions referenced herein – (“License Limitations”), including, but not limited to, those specified within this section below. Any use of the Products or Services in violation of the License Limitations will be regarded as an infringement of CellTrust’s copyrights, and any other legal rights of CellTrust, in and to the Products and/or Services. You agree, under any circumstances, that You SHALL NOT Yourself, or through any affiliate, agent or any other third party:party (including without limitation through authorization, encouragement, or support):
(a) Attempt, or knowingly permit or encourage others to attempt, to copy, photocopy, reproduce, translate, modify, decompile, decipher, disassemble, reverse engineer or otherwise decrypt or discover or derive the source code of all or any portion of the Products or Services;
(b) Sell, resell, lease, license, sublicense, rent, encumber, or otherwise transfer to others any rights in any portion of the Products or Services;
(c) Create, write, or develop any derivative works based on the Products or Services without express, written permission from CellTrust to do so;
(d) Use any portion of the Products or Services in any manner except as expressly provided for in this Agreement;
(e) Use the Products or Services for the primary purpose of exploiting vulnerabilities and weaknesses in the Products and Services without express, written permission from CellTrust to do so;
(f) Use the Products or Services for the primary purpose of studying its features to, directly or indirectly, build, develop, or create any products similar to the Products and Services;
(g) Use the Products or Services to provide processing services to third parties, to provide commercial timesharing, rental or sharing arrangements to third parties on a "service bureau" basis, or to otherwise allow any third party to use the Products or Services for the benefit of any third party;
(h) Facilitate, maintain, create, revise, disclose, divulge or make available to, or permit unauthorized use of or unauthorized access to the Products or Services;
(i) Share personally identifiable information on any individual or confidential information without the authority to do so, or provide any personally identifiably information (“PII”) or Personal Health Information (“PHI”) on yourself or any individual data subject without having the legal authority (and/or full consent of the data subject) to do so, as providing such information may be considered a cross‐border transfer of information from your location to another country, particularly to the United States of America, where CellTrust is located;
(j) Remove, efface, or obscure any copyright notices or proprietary notices or legends from the Products or any Confidential Information provided by CellTrust;
(k) Intentionally or knowingly use any device, software, or routine for interference with the proper working of Your use of the Products or Services, or use any device, software, or routine that interferes with the proper working of the Products or Services for others, nor shall You attempt to interfere with or disrupt the proper working of the Products or Services;
(l) Use the Products or Services in any way that violates any law, regulation, rule, or guideline of any applicable governmental, regulatory, or business entity or association, including, but not limited to, the Mobile Marketing Association (“MMA”), telecommunication carriers, or any other company necessary for use of the License, and any and all regulating bodies (whether governmental, private or otherwise and foreign or domestic, as the case may be) applicable to Your specific use of the Products or Services;
(m) Export, ship, transmit, or re‐export any part of the Products or Services in violation of any applicable law or regulation, including, without limitation, the Export Administration Act of 1979 or the Export Administration Regulations issued by the United States Department of Commerce, or re‐export, download, or otherwise export into (or to a national or resident of) any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list. To ensure that improper use of the License has not occurred, during the term of this Agreement, and any renewal or extension thereof, and for a period of one (1) year after such later date, You shall not, directly or indirectly, build, develop, or create any products similar to the Products and Services, including, but not limited to, the SL2 Server and App. You agree to safeguard all Products and Services against use, copying, or transfer by any third party. For the avoidance of doubt, You may not transfer Evaluation Copies, beta copies, courtesy copies, or any copy of the SL2 Server Software. In particular and without limitation, You agree that it would be deceptive and a material breach of this Agreement to transfer an Evaluation Copy to another person or entity, or to receive such a purportedly transferred Evaluation Copy. The person/entity using the Evaluation Copy must be the same person/entity that is identified to CellTrust as the user of the Evaluation Copy.
Appears in 2 contracts
License Limitations. The License granted in Section 2Customer shall not and shall not permit any third party under its control to, “Grant use the Subscription Services for an Unauthorized Purpose. If Customer uses the Subscription Services for an Unauthorized Purpose, OnSolve may take any and all actions as it reasonably deems appropriate, from the issuance of a Limited Use License,” is subject warning to the limitations contained in this Agreement – and applicable agreementslimiting, policies, and terms and conditions referenced herein – (“License Limitations”), including, but not limited to, those specified within this section below. Any use of the Products or Services in violation of the License Limitations will be regarded as an infringement of CellTrust’s copyrights, and any other legal rights of CellTrust, in and to the Products and/or Services. You agree, under any circumstances, that You SHALL NOT Yourselfsuspending, or through terminating Customer’s right to use the Subscription Services to cancellation of any affiliate, agent or any other third party:
Order Form and involvement of government authorities. “Unauthorized Purpose” means to: (ai) Attempt, or knowingly permit or encourage others to attempt, to copy, photocopy, reproduce, translatecreate derivative works of, modify, decompile, decipher, disassemble, or otherwise reverse engineer or otherwise decrypt or attempt to discover or derive the any source code or underlying ideas of all or any portion component of the Products Subscription Services; (ii) circumvent or disable any security or features of the Subscription Services;
, or attempt to probe, scan, gain access to, or test the vulnerability of OnSolve’s network and/or Subscription Services; (biii) Sell, resell, lease, license, sublicense, rentassign, encumbertransfer, distribute, rent or sell use or access to the Subscription Services (in whole or in part), whether as a service bureau or otherwise, or otherwise transfer to others any rights in any portion of the Products or Services;
(c) Create, write, or develop any derivative works based on the Products or Services without express, written permission from CellTrust to do so;
(d) Use any portion of the Products or Services in any manner except as expressly provided for in this Agreement;
(e) Use the Products or Services for the primary purpose of exploiting vulnerabilities and weaknesses in the Products and Services without express, written permission from CellTrust to do so;
(f) Use the Products or Services for the primary purpose of studying its features to, directly or indirectly, build, develop, or create any products similar to the Products and Subscription Services;
; (giv) Use the Products remove, alter or Services to provide processing services to third partiesobscure any product identification, to provide commercial timesharing, rental copyright or sharing arrangements to third parties on a "service bureau" basis, or to otherwise allow any third party to use the Products or Services for the benefit of any third party;
proprietary notices (hv) Facilitate, maintain, create, revise, disclose, divulge or make available to, or permit unauthorized use of or unauthorized access to the Products or Services;
(i) Share personally identifiable information on any individual or confidential information without the authority to do so, upload or provide any personally identifiably Content, information or materials that are defamatory, offensive, abusive, obscene, of menacing character, or that violate privacy or intellectual property rights; (“PII”vi) use the Subscription Services to threaten, defame, bully, harass, or Personal Health Information harm persons or their property; (“PHI”vii) on yourself send, store or distribute any malware, viruses or any individual data subject without having the legal authority (and/or full consent of the data subject) to do soother routines, as providing such information may be considered a cross‐border transfer of information from your location to another country, particularly to the United States of America, where CellTrust is located;
(j) Remove, efface, code or obscure any copyright notices or proprietary notices or legends from the Products or any Confidential Information provided by CellTrust;
(k) Intentionally or knowingly use any device, software, or routine for interference programs with the proper working intent or effect of Your use of the Products damaging, destroying, disrupting, monitoring or Services, or use any device, software, or routine that interferes with the proper working of the Products or Services for others, nor shall You attempt to interfere with or disrupt the proper working of the Products or Services;
(l) Use the Products or Services in any way that violates any law, regulation, rule, or guideline of any applicable governmental, regulatory, or business entity or association, including, but not limited to, the Mobile Marketing Association (“MMA”), telecommunication carriersotherwise impairing OnSolve’s, or any other company necessary for use of the Licenseperson’s or entity’s, and any and all regulating bodies (whether governmentalnetwork, private or otherwise and foreign or domestic, as the case may be) applicable to Your specific use of the Products or Services;
(m) Export, ship, transmitcomputer system, or re‐export any part of the Products or Services in violation of any applicable law or regulation, including, without limitation, the Export Administration Act of 1979 or the Export Administration Regulations issued by the United States Department of Commerce, or re‐export, download, or otherwise export into (or to a national or resident of) any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list. To ensure that improper use of the License has not occurred, during the term of this Agreement, and any renewal or extension thereof, and for a period of one (1) year after such later date, You shall not, directly or indirectly, build, develop, or create any products similar to the Products and Services, including, but not limited to, the App. You agree to safeguard all Products and Services against use, copying, or transfer by any third party. For the avoidance of doubt, You may not transfer Evaluation Copies, beta copies, courtesy copiesother equipment, or any copy third party data contained therein; (viii) access the Subscription Services or use the Documentation in order to build a similar product or competitive product; (ix) adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service xxxx or other indication of origin, any OnSolve trademark, service xxxx or trade name, or any word or xxxx confusingly similar to them in any jurisdiction; (xi) contest, in any court or other jurisdiction, the validity of any of the Software. In particular OnSolve property; or (xii) use with intent to avoid payment of charges due under these Terms and without limitation, You agree that it would be deceptive and a material breach of this Agreement to transfer an Evaluation Copy to another person or entity, or to receive such a purportedly transferred Evaluation Copy. The person/entity using the Evaluation Copy must be the same person/entity that is identified to CellTrust as the user of the Evaluation CopyConditions.
Appears in 1 contract
Samples: General Terms and Conditions
License Limitations. (a) The License license granted in Section 22.1 shall not include (i) the right to make Licensed Products except as expressly set forth in Sections 2.5(a), “Grant 3.8, 3.9, 5.1(c) and 11.1 hereof, (ii) the right of FHLR or FHLR’s Affiliates (with the exception of RDG) to use Licensed Products for internal research and development purposes except as a Limited Use License,” is subject purchaser thereof at fair market value from FHLR or its Affiliates (which limitation shall not apply to Licensed Products used by any Affiliate for reasonable and customary training purposes), (iii) the right to sublicense except for end-user label licenses and service label licenses as necessary to restrict use of Licensed Products to the limitations contained Field and/or to allow a customer to use the Licensed Products in a service business with Third Parties as contemplated below, or (iv) the right to reverse engineer Licensed Products for purposes of designing new products or modifying existing products. Notwithstanding any other provision of this Agreement – and applicable agreementsAgreement, policies, and terms and conditions referenced herein – (“License Limitations”), including, but not limited to, those specified within this section below. Any use of the Licensed Products in a service business by any Third Party to whom FHLR sells Licensed Products will require a one-time payment of [*********************************] by FHLR to 454 (after FHLR has received such Third Party payment) prior to commencement of any such services by such Third Party [*******************************************************************]. For the avoidance of doubt, sale of Licensed Products through a Third Party distributor or Services in violation wholesaler is hereby deemed not to be the grant of the License Limitations will be regarded as an infringement of CellTrust’s copyrights, and any other legal rights of CellTrust, in and to the Products and/or Services. You agree, under any circumstances, that You SHALL NOT Yourself, or through any affiliate, agent or any other third party:
(a) Attempt, or knowingly permit or encourage others to attempt, to copy, photocopy, reproduce, translate, modify, decompile, decipher, disassemble, reverse engineer or otherwise decrypt or discover or derive the source code a sublicense of all or any portion of the rights licensed hereunder. The Parties hereby acknowledge and agree that Third Party purchasers of Licensed Products from FHLR or Services;
(b) Sell, resell, lease, license, sublicense, rent, encumber, or otherwise transfer to others any rights in any portion of the Products or Services;
(c) Create, write, or develop any derivative works based on the Products or Services without express, written permission from CellTrust to do so;
(d) Use any portion of the Products or Services in any manner except as expressly provided for in this Agreement;
(e) Use the Products or Services for the primary purpose of exploiting vulnerabilities and weaknesses in the Products and Services without express, written permission from CellTrust to do so;
(f) Use the Products or Services for the primary purpose of studying its features to, directly or indirectly, build, develop, or create any products similar to the Products and Services;
(g) Use the Products or Services to provide processing services to third parties, to provide commercial timesharing, rental or sharing arrangements to third parties on a "service bureau" basis, or to otherwise allow any third party Affiliates shall be entitled to use the Licensed Products or Services for the benefit free and clear of any third party;
(h) Facilitate, maintain, create, revise, disclose, divulge or make available toclaim for a royalty, or permit unauthorized other claim of 454 arising under the Licensed Patents as long as such use of or unauthorized access to is in conformity with the Products or Services;
(i) Share personally identifiable information on any individual or confidential information without limitation set forth below. FHLR shall include the authority to do sofollowing restrictive language, or provide any personally identifiably information (“PII”) or Personal Health Information (“PHI”) language which is substantially equivalent, on yourself or any individual data subject without having the legal authority (and/or full consent of the data subject) to do soall pack inserts, as providing such information may be considered a cross‐border transfer of information from your location to another country, particularly to the United States of America, where CellTrust is located;
(j) Remove, efface, or obscure any copyright notices or proprietary notices or legends from the Products or any Confidential Information provided by CellTrust;
(k) Intentionally or knowingly use any device, software, or routine promotional literature and contracts for interference with the proper working of Your use of the Products or Services, or use any device, software, or routine that interferes with the proper working of the Products or Services for others, nor shall You attempt to interfere with or disrupt the proper working of the Products or Services;
(l) Use the Products or Services in any way that violates any law, regulation, rule, or guideline of any applicable governmental, regulatory, or business entity or association, including, but not limited to, the Mobile Marketing Association (“MMA”), telecommunication carriers, or any other company necessary for use of the License, and any and all regulating bodies (whether governmental, private or otherwise and foreign or domestic, as the case may be) applicable to Your specific use of the Products or Services;
(m) Export, ship, transmit, or re‐export any part of the Products or Services in violation of any applicable law or regulation, including, without limitation, the Export Administration Act of 1979 or the Export Administration Regulations issued by the United States Department of Commerce, or re‐export, download, or otherwise export into (or to a national or resident of) any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list. To ensure that improper use of the License has not occurred, during the term of this Agreement, and any renewal or extension thereof, and for a period of one (1) year after such later date, You shall not, directly or indirectly, build, develop, or create any products similar to the Products and Services, including, but not limited to, the App. You agree to safeguard all Products and Services against use, copying, or transfer by any third party. For the avoidance of doubt, You may not transfer Evaluation Copies, beta copies, courtesy copies, or any copy of the Software. In particular and without limitation, You agree that it would be deceptive and a material breach of this Agreement to transfer an Evaluation Copy to another person or entity, or to receive such a purportedly transferred Evaluation Copy. The person/entity using the Evaluation Copy must be the same person/entity that is identified to CellTrust as the user of the Evaluation Copy.Licensed Products:
Appears in 1 contract
Samples: License, Supply and Distribution Agreement (Curagen Corp)
License Limitations. The License granted in Section 2Customer shall not and shall not permit any third party under its control to, “Grant use the Subscription Services for an Unauthorized Purpose. If Customer uses the Subscription Services for an Unauthorized Purpose, OnSolve may take any and all actions as it reasonably deems appropriate, from the issuance of a Limited Use License,warning and involvement of government authorities. “Unauthorized Purpose” is subject to the limitations contained in this Agreement – and applicable agreements, policies, and terms and conditions referenced herein – means to: (“License Limitations”), including, but not limited to, those specified within this section below. Any use of the Products or Services in violation of the License Limitations will be regarded as an infringement of CellTrust’s copyrights, and any other legal rights of CellTrust, in and to the Products and/or Services. You agree, under any circumstances, that You SHALL NOT Yourself, or through any affiliate, agent or any other third party:
(ai) Attempt, or knowingly permit or encourage others to attempt, to copy, photocopy, reproduce, translatecreate derivative works of, modify, decompile, decipher, disassemble, or otherwise reverse engineer or otherwise decrypt or attempt to discover or derive the any source code or underlying ideas of all or any portion component of the Products Subscription Services; (ii) circumvent or disable any security or features of the Subscription Services;
, or attempt to probe, scan, gain access to, or test the vulnerability of OnSolve’s network and/or Subscription Services; (biii) Sell, resell, lease, license, sublicense, rentassign, encumbertransfer, distribute, rent or sell use or access to the Subscription Services (in whole or in part), whether as a service bureau or otherwise, or otherwise transfer to others any rights in any portion of the Products or Services;
(c) Create, write, or develop any derivative works based on the Products or Services without express, written permission from CellTrust to do so;
(d) Use any portion of the Products or Services in any manner except as expressly provided for in this Agreement;
(e) Use the Products or Services for the primary purpose of exploiting vulnerabilities and weaknesses in the Products and Services without express, written permission from CellTrust to do so;
(f) Use the Products or Services for the primary purpose of studying its features to, directly or indirectly, build, develop, or create any products similar to the Products and Subscription Services;
; (giv) Use the Products remove, alter or Services to provide processing services to third partiesobscure any product identification, to provide commercial timesharing, rental copyright or sharing arrangements to third parties on a "service bureau" basis, or to otherwise allow any third party to use the Products or Services for the benefit of any third party;
proprietary notices (hv) Facilitate, maintain, create, revise, disclose, divulge or make available to, or permit unauthorized use of or unauthorized access to the Products or Services;
(i) Share personally identifiable information on any individual or confidential information without the authority to do so, upload or provide any personally identifiably Content, information or materials that are defamatory, offensive, abusive, obscene, of menacing character, or that violate privacy or intellectual property rights; (“PII”vi) use the Subscription Services to threaten, defame, bully, harass, or Personal Health Information harm persons or their property; (“PHI”vii) on yourself send, store or distribute any malware, viruses or any individual data subject without having the legal authority (and/or full consent of the data subject) to do soother routines, as providing such information may be considered a cross‐border transfer of information from your location to another country, particularly to the United States of America, where CellTrust is located;
(j) Remove, efface, code or obscure any copyright notices or proprietary notices or legends from the Products or any Confidential Information provided by CellTrust;
(k) Intentionally or knowingly use any device, software, or routine for interference programs with the proper working intent or effect of Your use of the Products damaging, destroying, disrupting, monitoring or Services, or use any device, software, or routine that interferes with the proper working of the Products or Services for others, nor shall You attempt to interfere with or disrupt the proper working of the Products or Services;
(l) Use the Products or Services in any way that violates any law, regulation, rule, or guideline of any applicable governmental, regulatory, or business entity or association, including, but not limited to, the Mobile Marketing Association (“MMA”), telecommunication carriersotherwise impairing OnSolve’s, or any other company necessary for use of the Licenseperson’s or entity’s, and any and all regulating bodies (whether governmentalnetwork, private or otherwise and foreign or domestic, as the case may be) applicable to Your specific use of the Products or Services;
(m) Export, ship, transmitcomputer system, or re‐export any part of the Products or Services in violation of any applicable law or regulation, including, without limitation, the Export Administration Act of 1979 or the Export Administration Regulations issued by the United States Department of Commerce, or re‐export, download, or otherwise export into (or to a national or resident of) any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list. To ensure that improper use of the License has not occurred, during the term of this Agreement, and any renewal or extension thereof, and for a period of one (1) year after such later date, You shall not, directly or indirectly, build, develop, or create any products similar to the Products and Services, including, but not limited to, the App. You agree to safeguard all Products and Services against use, copying, or transfer by any third party. For the avoidance of doubt, You may not transfer Evaluation Copies, beta copies, courtesy copiesother equipment, or any copy third party data contained therein; (viii) access the Subscription Services or use the Documentation in order to build a similar product or competitive product; (ix) adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any OnSolve trademark, service mark or trade name, or any word or mark confusingly similar to them in any jurisdiction; (xi) contest, in any court or other jurisdiction, the validity of any of the Software. In particular OnSolve property; or (xii) use with intent to avoid payment of charges due under these Terms and without limitation, You agree that it would be deceptive and a material breach of this Agreement to transfer an Evaluation Copy to another person or entity, or to receive such a purportedly transferred Evaluation Copy. The person/entity using the Evaluation Copy must be the same person/entity that is identified to CellTrust as the user of the Evaluation CopyConditions.
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Samples: General Terms and Conditions