License to DIR Third Party Materials. (a) Subject to Successful Respondent having obtained any Required Consents, DIR hereby grants to Successful Respondent, for the sole purpose of performing the Services and subject to DIR's and/or the DIR Customers' underlying rights and any conditions or limitations imposed under applicable Laws, the same rights of access and use as DIR and/or the applicable DIR Customer possesses under the applicable licenses with respect to the DIR licensed Third Party Materials provided by DIR and/or DIR Customers to Successful Respondent. Subject to Successful Respondent having obtained any Required Consents, DIR shall also grant such rights to Subcontractors designated by Successful Respondent if and to the extent necessary for Successful Respondent to provide the Services. Except as otherwise expressly agreed by the applicable third party licensors, Successful Respondent shall comply with the duties, including use restrictions and nondisclosure obligations, imposed on DIR and/or the DIR Customers by such licenses. If proof of entitlement for a license is not available, DIR and/or DIR Customers will, at a minimum, notify Successful Respondent in writing of:
(i) the name of the software product and vendor;
(ii) the number of licenses available to DIR and/or the DIR Customers; and
(iii) any other duties, restrictions, and obligations known to DIR or the DIR Customers.
(b) Except as otherwise requested or approved by DIR (or the relevant licensor), Successful Respondent shall cease all use of such Third Party Materials upon the end of the Term. THE DIR LICENSED THIRD PARTY MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR LICENSED THIRD PARTY MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR LICENSED THIRD PARTY MATERIALS FOR USE BY SUCCESSFUL RESPONDENT TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
