Common use of Licenses and Intellectual Property Clause in Contracts

Licenses and Intellectual Property. 5.1. Subject to the limited rights expressly granted hereunder, Signavio reserves all right, title and interest in and to the Software and any content provided as part of the Software, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein. 5.2. Subject to Customer’s payment of the fees payable as agreed between the Parties, Signavio grants Customer a non-exclusive, limited, non-sublicensable and non-transferable right to use the Software, for the Term and limited to the number of fully paid User licenses, in accordance with the restrictions set forth in this Agreement. 5.3. Each User license, in accordance with the contractually agreed number and types of Users, is for use by its designated User only and must not be shared or used by another person but may be reassigned to a new User. A User must be registered with a personalized email address (e.g. xxxxxxxxx.xxxxxxxx@xxxxxxxx.xxx). 5.4. If Customer’s Affiliates use the Software, Customer shall cause its Affiliates to comply with this Agreement to the full extent as if such Affiliate were a party hereto, and any act or omission relating to this Agreement by such Affiliate shall be deemed an act or omission of Customer. 5.5. Signavio is allowed to change functionalities of the Software through updates (e.g. due to technical progress or performance optimization) as long as these changes do not lead to a significant reduction in the Software Features in effect before such update was implemented. 5.6. Customer must not (and must not allow any third party to): (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (ii) probe or penetrate data networks of Signavio; (iii) circumvent any user limits or other use restrictions that are contractually agreed or built into the Software; (iv) remove any proprietary notices, labels, or marks from the Software or related materials, including any documentation; (v) frame or mirror any content forming part of the Software; (vi) access the Software in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Software. (vii) use the Software for any purpose other than its own commercial activities; and/or (viii) use the Software for any illegal purposes, or upload illegal content (including by introducing Malicious Data to the Signavio information technology environment). Without prejudice to Signavio’s rights and remedies at law and without liability to the Customer, Customer’s breach (or suspected breach in the reasonable opinion of Signavio) of aforementioned rights under this clause shall entitle Signavio to (a) disable the Customer's access to all or part of the Software; (b) suspend the performance of any service ordered under this Agreement; (c) terminate the Agreement for cause without notice; and/or (d) immediately delete Malicious Data, provided this can prevent damage to Signavio, Signavio’s information technology environment, the Software, other customers’ data, or any third party’s property. 5.7. As between Signavio and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer hereby grants Signavio a non-exclusive license for the Term (and for the time thereafter, until backup erasure cycles have been completed) to use and otherwise exploit the Customer Data as reasonably required to provide the Software. 5.8. During and after the Term, Signavio may create, use, reproduce, display, modify, create derivative works of and otherwise exploit Derived Data for analysis, improving Signavio’s products and services, and other purposes that might serve the development of Signavio’s products, as well as marketing purposes. Signavio owns and retains all rights, title and interest in Derived Data. 5.9. Signavio shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Software.

Licenses and Intellectual Property. 5.1. Subject to the limited rights expressly granted hereunder, Signavio reserves all right, title and interest in and to the Software and any content provided as part of the Software, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein. 5.2. Subject to Customer’s payment of the fees payable as agreed between the Parties, Signavio grants Customer a non-exclusive, limited, non-sublicensable and non-transferable right to use the Software, for the Term and limited to the number of fully paid User licenses, in accordance with the restrictions set forth in this Agreement. 5.3. Each User license, in accordance with the contractually agreed number and types of Users, is for use by its designated User only and must not be shared or used by another person but may be reassigned to a new User. A User must be registered with a personalized email address (e.g. xxxxxxxxx.xxxxxxxx@xxxxxxxx.xxx). 5.4. If Customer’s Affiliates use the Software, Customer shall cause its Affiliates to comply with this Agreement to the full extent as if such Affiliate were a party hereto, and any act or omission relating to this Agreement by such Affiliate shall be deemed an act or omission of Customer. 5.5. Signavio is allowed to change functionalities of the Software through updates (e.g. due to technical progress or performance optimization) as long as these changes do not lead to a significant reduction in the Software Features in effect before such update was implemented. 5.6. Customer must not (and must not allow any third party to): (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on of the Software except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrarySoftware; (ii) probe or penetrate data networks of Signavio; (iii) circumvent any user limits or other use restrictions that are contractually agreed or built into the Software; (iv) remove any proprietary notices, labels, or marks from the Software or related materials, including any documentation; (v) frame or mirror any content forming part of the Software; (vi) access the Software in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Software. (vii) use the Software for any purpose other than its own commercial activities; and/or (viii) use the Software for any illegal purposes, or upload illegal content (including by introducing Malicious Data to the Signavio information technology environment). Without prejudice to Signavio’s rights and remedies at law and without liability to the Customer, Customer’s breach (or suspected breach in the reasonable opinion of Signavio) of aforementioned rights under this clause shall entitle Signavio to (a) disable the Customer's access to all or part of the Software; (b) suspend the performance of any service ordered under this Agreement; (c) terminate the Agreement for cause without notice; and/or (d) immediately delete Malicious Data, provided this can prevent damage to Signavio, Signavio’s information technology environment, the Software, other customers’ data, or any third party’s property. 5.7. As between Signavio and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer hereby grants Signavio a non-exclusive license for the Term (and for the time thereafter, until backup erasure cycles have been completed) to use and otherwise exploit the Customer Data as reasonably required to provide the Software. 5.8. During and after the Term, Signavio may create, use, reproduce, display, modify, create derivative works of and otherwise exploit Derived Data for analysis, improving Signavio’s products and services, and other purposes that might serve the development of Signavio’s products, as well as marketing purposes. Signavio owns and retains all rights, title and interest in Derived Data. 5.9. Signavio shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Software.