Limitations and Restrictions. You must use commercially reasonable efforts to prevent unauthorized access to or use of the Software, Documentation and JDXCSP Data we make available to you through JDXpert (collectively, the “JDXpert Materials”). You must not, and you must not permit any other person or entity to, access or use the JDXpert Materials except as we’ve specifically allowed in this Agreement and, in the case of any Third-Party Materials (as defined below) we provide with or as part of the JDXpert Materials, as allowed in the applicable third-party license agreement. Without limiting the generality of the preceding sentence, except as we’ve specifically allowed in this Agreement, you, your Affiliates and your Authorized Users must not do any of the following: i. copy, modify, adapt, translate or create derivative works or improvements of the JDXpert Materials or any portion thereof; ii. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the JDXpert Materials or any features or functionality of the JDXpert Materials to any other person or entity for any reason, including by making the JDXpert Materials available through any time-sharing, service bureau or software as a service arrangement; iii. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover the source code of the Software or the underlying structure, ideas, know-how, algorithms or methodology relevant to the Software; iv. input, upload, transmit or otherwise provide to or through the Software any information or materials that are unlawful or that contain, transmit or activate any Harmful Code; v. bypass, breach or disable any security device, copy control, digital rights management tool or other protection used by the JDXpert Materials; vi. remove any proprietary notices from the JDXpert Materials; vii. share an Authorized User’s access credentials with any person or permit use of an Authorized User’s access credentials by any person, other than the Authorized User with whom the access credentials are associated; viii. attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner (A) the JDXpert Materials, (B) the server on which the JDXpert Materials are stored, (C) any server, computer or database connected to the Software, or (D) our ability to provide services to any other person or entity; ix. access or use the JDXpert Materials in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party, or that violates any applicable law or regulation; x. access or use the JDXpert Materials for purposes of (A) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with the JDXpert Materials, or (B) disclosing to our competitors, for any purpose, otherwise non-public information about the JDXpert Materials; or xi. knowingly aid or assist any Affiliate, Authorized User or other person or entity in taking any of the actions prohibited by this Section 2.b.
Appears in 2 contracts
Sources: Standard Subscription and Services Agreement, Enterprise Subscription and Services Agreement
Limitations and Restrictions. You must use commercially reasonable efforts to prevent unauthorized access to or use of the Software, Documentation and JDXCSP Data we make available to you through JDXpert (collectively, the “JDXpert Materials”). You must not, and you must not permit any other person or entity to, access or use the JDXpert Materials Ivy IP except as we’ve specifically allowed in this Agreement and, in the case of any third-party materials (including open source components) (“Third-Party Materials (as defined belowMaterials”) we provide with or as part of the JDXpert Materialsto you, as allowed in the applicable third-party license agreement. Without limiting the generality of the preceding sentence, except as we’ve specifically allowed in this Agreement, you, your Affiliates You and your Authorized Admin Users must not do any of the following:
3.a) of the Ivy IP;
i. copy, Copy the Ivy IP (except to the extent expressly provided in Section
ii. modify, adapt, translate or create derivative works or improvements of improvements
iii. make the JDXpert Materials or any portion thereof;
ii. Ivy IP available (e.g., rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer distribute or otherwise make available the JDXpert Materials or any features or functionality of the JDXpert Materials transfer) to any other person or entity for any reason(except as expressly provided in Section 3.b.i above), including by making the JDXpert Materials available through any time-sharing, service bureau or software as a service arrangement;
iiiiv. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover the source code of the Software Ivy IP or the underlying structure, ideas, know-how, how or algorithms or methodology relevant to the SoftwareIvy IP;
iv. v. input, upload, transmit or otherwise provide to or through the Software Bots, the Portal or our Services any information or materials that are unlawful or that injurious, or contain, transmit or activate any Harmful Code;
v. vi. bypass, breach or disable any security device, copy control, control or digital rights management tool tool, or other protection used by the JDXpert Materials;
vi. remove any proprietary notices from the JDXpert Materialsour Bots or our Portal;
vii. share an Authorized User’s access credentials with any person or permit use of an Authorized User’s access credentials by any person, other than the Authorized User with whom the access credentials are associated;
viii. attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner (A) the JDXpert Materialsour Bots, (B) the server on which the JDXpert Materials are stored, (C) any server, computer our Portal or database connected to the Software, our Services or (D) our ability to provide services to any other person or entitythird party;
ixviii. access or use the JDXpert Materials Ivy IP in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party, or that violates any applicable law or regulation;
x. ix. access or use the JDXpert Materials Ivy IP for purposes of (A) benchmarking or competitive analysis, developing, producing, marketing, distributing, licensing or selling any product or service that may compete with the JDXpert Materialsour Bots or our Portal, or (B) disclosing to our Ivy’s competitors, for any purpose, otherwise non-public information about the JDXpert Materialsour Bots or our Portal; or
xi. x. knowingly aid or assist any Affiliate, Authorized End User or other person or entity in taking any of the actions prohibited by this Section 2.b3.c. You must immediately notify us should you learn that you, any Admin User or any End User has taken any action prohibited by this Section 3.c.
Appears in 1 contract
Sources: Subscription Agreement
Limitations and Restrictions. You must use commercially reasonable efforts to prevent unauthorized access to (a) Except as expressly and specifically authorized in the Product Schedule(s), no other use, copying, sale, distribution, communication, transmission or use other exploitation, in any form, of the SoftwareEMI Content, Documentation in whole or in part, by or on behalf of Distributor is permitted. In particular, Distributor shall not provide Master Recordings, Master Copies or copies thereof to any third parties and JDXCSP Data we Distributor may only make available such copies of Master Recordings and Master Copies as are necessary to you through JDXpert perform its obligations and exercise its rights under this Agreement.
(collectively, the “JDXpert Materials”)b) Each Authorized Item Distributed shall comprise an unmodified digital reproduction of a single Master Recording or Master Copy. You must not, and you must not permit any other person or entity to, access or use the JDXpert Materials except as we’ve specifically allowed Nothing in this Agreement andshall be construed to convey any right to: (i) transmit or otherwise exploit the audio portion of audio-visual Authorized Items separately from the visual portion or vice versa; or (ii) extract, display or transmit any still image derived from any audio-visual Authorized Item. EMI may amend the Specifications and Usage Rules for Authorized Items from time to time by written notice to Distributor effective thirty (30) days after such notice is given.
(c) Except for applying the digital rights management (“DRM”) and other technology solely as necessary to comply with the Specifications, Usage Rules or other requirements of this Agreement, Distributor shall not modify, edit, re-mix, re-sequence, translate or otherwise alter in any way the Authorized Items, Product Data or other EMI Content. Without limiting the foregoing, Distributor shall not remove any metadata, security device (e.g., digital watermark) or technological protection measure included within the EMI Content.
(d) Except as expressly authorized in the case of Ringtunes and Video Tunes (if applicable), Distributor shall use its best efforts to prevent any ThirdAuthorized Items from being loaded on a Terminal Device, an Approved Handset or other mobile wireless device, in each case in such a manner that it may be used as a musical “ringer” (i.e., a so-Party Materials called audio or audio-visual ringtone, ringtune, master tone, or similar product).
(e) Except as defined belowspecifically authorized in a Product Schedule, Distributor may not combine any Authorized Items as pre-selected so-called “bundles,” or with any other content (e.g., audio, video, graphics), product or service (e.g., videos, TV programs, or games) we provide from any source, including, without limitation, other content received from EMI or any of its affiliates. The foregoing sentence is not intended to prohibit Distributor from advertising a playlist of individual Authorized Items, provided that each Authorized Item in the playlist is made available in accordance with the applicable Product Schedule and is Distributed as an individual Authorized Item.
(f) Unless expressly authorized as described in Section 5.2(g), Distributor shall not Distribute or make available to End Users by any means or media any Authorized Item prior to the designated digital release date for that Authorized Item, which date shall be included in the Product Data for the Authorized Item concerned or otherwise provided to Distributor by EMI in writing (including via e-mail). For the avoidance of doubt, any Distribution or other exercise of the authorizations under any Product Schedule prior to the applicable release date, shall be a material breach of this Agreement.
(g) Distributor shall neither offer Authorized Items to potential End Users to pre-order nor Distribute Audio Clips or Video Clips prior to the applicable release date, unless expressly authorized to do so in the ‘Pre-Order Sales Start Date’ field in the relevant Product Data. For the avoidance of doubt, if the ‘Pre-Order Sales Start Date’ field is blank then Distributor is not authorized to make Authorized Items available prior to the applicable release date.
(h) Unless specifically authorized in a Product Schedule, Distributor may not make EMI Content available as part of the JDXpert Materialsa subscription arrangement and Authorized Items shall be offered on an a la carte basis only.
(i) If Distributor chooses to offer re-installs of any Product to End Users on a free, as allowed in the applicable thirdreduced-party license agreement. Without limiting the generality of the preceding sentence, except as we’ve specifically allowed in this Agreement, you, your Affiliates and your Authorized Users must not do any of the following:
i. copy, modify, adapt, translate or create derivative works or improvements of the JDXpert Materials or any portion thereof;
ii. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the JDXpert Materials or any features or functionality of the JDXpert Materials to any other person or entity for any reason, including by making the JDXpert Materials available through any time-sharing, service bureau or software as a service arrangement;
iii. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover the source code of the Software or the underlying structure, ideas, know-how, algorithms or methodology relevant to the Software;
iv. input, upload, transmit or otherwise provide to or through the Software any information or materials that are unlawful or that contain, transmit or activate any Harmful Code;
v. bypass, breach or disable any security device, copy control, digital rights management tool price or other protection used by basis, Distributor shall pay to EMI the JDXpert Materials;PPD for each such Product.
vi(j) Distributor shall ensure that Digital Downloads are distributed only to End Users. remove any proprietary notices from the JDXpert Materials;
vii. share Distributor shall use all commercially reasonable means to authenticate each potential recipient is an Authorized User’s access credentials with any person or permit use of an Authorized User’s access credentials by any person, other than End User prior to distributing the Authorized User with whom the access credentials are associated;
viii. attempt Items to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner (A) the JDXpert Materials, (B) the server on which the JDXpert Materials are stored, (C) any server, computer or database connected to the Software, or (D) our ability to provide services to any other person or entity;
ix. access or use the JDXpert Materials in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party, or that violates any applicable law or regulation;
x. access or use the JDXpert Materials for purposes of (A) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with the JDXpert Materials, or (B) disclosing to our competitors, for any purpose, otherwise non-public information about the JDXpert Materials; or
xi. knowingly aid or assist any Affiliate, Authorized User or other person or entity in taking any of the actions prohibited by this Section 2.ban Approved Device.
Appears in 1 contract
Sources: Digital Distribution Agreement (Liquid Spins, Inc.)
Limitations and Restrictions. You must use commercially reasonable efforts It is expressly understood and agreed that the Licence is subject to prevent unauthorized access to or use of the Software, Documentation following limitations and JDXCSP Data we make available to you through JDXpert restrictions:
(collectively, the “JDXpert Materials”). You must not, and you must i) Customer may not permit any other person or entity to, access or use the JDXpert Materials Licensed Software except as we’ve specifically allowed for Customer’s internal business purposes in accordance with this Agreement andAgreement.
(ii) Customer may not use the Licensed Software for an amount of storage, or install the Licensed Software on a number of nodes, exceeding the amounts for each set forth on the Cover Page.
(iii) Customer may not distribute the Licensor Technology, in the case of any Third-Party Materials (as defined below) we provide with whole or as part of the JDXpert Materialsin part, as allowed in the applicable third-party license agreement. Without limiting the generality of the preceding sentence, except as we’ve specifically allowed in this Agreement, you, your Affiliates and your Authorized Users must not do any of the following:
i. copy, modify, adapt, translate or create derivative works or improvements of the JDXpert Materials or any portion copy thereof;
ii. rent, by transfer, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the JDXpert Materials loan or any features other means, or functionality of the JDXpert Materials to make it available for use by others in any other person or entity for any reasonmanner, including without limitation by making the JDXpert Materials available through any time-sharing, service bureau or software as similar arrangement.
(iv) Customer will not remove, obliterate, obscure, or conceal the proprietary notices or legends which appear on the Licensor Technology, and will reproduce such notices or legends on all copies of the Licensor Technology or of any part of the Licensor Technology.
(v) Customer has no right to obtain or have access to the source code or systems and programming documentation of the Licensed Software or any part thereof. The Licensor Technology and all information related thereto will be subject to Customer’s obligations of confidentiality under Section 9(b).
(vi) Customer may not make a service arrangement;
iiicopy of the Licensed Software or any part thereof, except one back up copy may be made where it is necessary for the lawful use of the Licensed Software. reverse engineerCustomer may not alter, modify, adapt or create derivative works from the Licensed Software or the Documentation. Customer may not decompile, recompile, disassemble, decompiletranslate, decodeupdate, adapt modify, merge, adapt, translate or otherwise attempt to derive, gain access to reverse engineer the Licensed Software or discover any part thereof. Where the source code decompiling of the Licensed Software is necessary to obtain information necessary to create an independent program which can be operated with the Licensed Software or with another computer program (“Permitted Objective”), Licensor agrees to make readily available to Customer such information as is necessary to achieve the underlying structurePermitted Objective. Any information made available to Customer must only be used for the Permitted Objective, ideasmust not be disclosed or communicated without Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective, know-how, algorithms or methodology relevant and must not be used to create any software that is substantially similar in its expression to the Licensed Software;.
iv. input, upload, transmit or otherwise provide to or through (vii) Customer may not use the Licensed Software any information or materials that are unlawful or that contain, transmit or activate any Harmful Code;
v. bypass, breach or disable any security device, copy control, digital rights management tool or other protection used by the JDXpert Materials;
vi. remove any proprietary notices from the JDXpert Materials;
vii. share an Authorized User’s access credentials with any person or permit use of an Authorized User’s access credentials by any person, other than the Authorized User with whom the access credentials are associated;
viii. attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner (A) the JDXpert Materialsin violation of applicable local, national, supranational and international laws and regulations or (B) the server on which the JDXpert Materials are stored, (C) any server, computer or database connected to the Software, or (D) our ability to provide services to any other person or entity;
ix. access or use the JDXpert Materials in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party, or that violates any applicable law or regulation;
x. access or use the JDXpert Materials for purposes of (A) developing, producing, marketing, distributing, licensing or selling create any product or service that competitive to the Licensed Software.
(viii) Customer may compete with not share or publish the JDXpert Materialsresults of any benchmarking or performance testing, or (B) disclosing to our competitors, for any purpose, otherwise non-public information about the JDXpert Materials; or
xi. knowingly aid or assist any Affiliate, Authorized User or other person or entity in taking any and/or compatibility analysis of the actions prohibited by this Section 2.bLicensed Software without Licensor’s prior written consent.
Appears in 1 contract
Limitations and Restrictions. You must use commercially reasonable efforts to prevent unauthorized access to or use of the Software, Documentation and JDXCSP Data we make available to you through JDXpert (collectively, the “JDXpert Materials”). You must not, and you must not permit any other person or entity to, access or use the JDXpert Materials except Except as we’ve specifically allowed in this Agreement and, in the case of any Third-Party Materials (as defined below) we provide with or as part of the JDXpert Materials, as allowed in the applicable third-party license agreement. Without limiting the generality of the preceding sentence, except as we’ve specifically allowed otherwise expressly provided in this Agreement, youthe foregoing license grant excludes any right to, your Affiliates and your Authorized Users must not Customer shall not: (1) sell, transfer, assign or sublicense the Core Materials or Customer’s license rights under this Agreement, whether voluntarily or by operation of law, to any third party, directly or indirectly, and any such attempted transfer, assignment or sublicense shall be void; (2) use or allow use of the Core Materials on any hardware other than the Equipment or Applicable Devices; (3) modify, reproduce, decompile, decrypt, disassemble, reverse engineer, create derivative works of or otherwise reduce to human- readable form any Core Materials; gain access to trade secrets or confidential information in the Core Materials; circumvent any copy-protection or license enforcement; or attempt to do any of the following:
i. copyforegoing, modifyexcept to the extent expressly permitted by applicable law; (4) combine, adaptcommingle, translate or create derivative works integrate any Core Materials with Open Source Core Materials or improvements incorporate Open Source Core Materials into any Core Materials that may add any additional Open Source Core Materials requirements, obligations, or licensing terms to the Core Materials; (5) disclose to any third party any results of benchmarking or other testing generated in connection with Customer’s use of Core Materials, including without limitation any comparisons of the JDXpert Core Materials or Equipment with any portion thereof;
ii. rentother products; (6) provide a third party with a copy of or access to the Core Materials (including, leasewithout limitation, lendsource code) (if Customer does so, sell, sublicense, assign, distribute, publish, transfer Customer will be responsible to Arista for all acts of such third party); (7) modify or otherwise make available alter the JDXpert Materials Core Materials; and (8) use or any features or functionality allow use of the JDXpert Materials to any other person or entity for any reason, including by making the JDXpert Materials available through any time-sharing, service bureau or software as a service arrangement;
iii. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover the source code of the Software or the underlying structure, ideas, know-how, algorithms or methodology relevant to the Software;
iv. input, upload, transmit or otherwise provide to or through the Software any information or materials that are unlawful or that contain, transmit or activate any Harmful Code;
v. bypass, breach or disable any security device, copy control, digital rights management tool or other protection used by the JDXpert Materials;
vi. remove any proprietary notices from the JDXpert Materials;
vii. share an Authorized User’s access credentials with any person or permit use of an Authorized User’s access credentials by any person, other than the Authorized User with whom the access credentials are associated;
viii. attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner (A) the JDXpert Materials, (B) the server on which the JDXpert Materials are stored, (C) any server, computer or database connected to the Software, or (D) our ability to provide services to any other person or entity;
ix. access or use the JDXpert Core Materials in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right violation of any third party, or that violates any applicable law or regulation;
x. regulation or to support or facilitate any illegal activity. Notwithstanding any other provision of this Agreement, Customer shall not attempt to circumvent any security or access restrictions relevant to Core Materials versions or use features therein. Customer shall be liable to Arista for any damages, injury or harm caused to Arista as a result of Customer’s violation of any of these limitations orrestrictions. Evaluation License. Arista may make certain Core Materials available in binary code form to end users only for evaluation, training or other limited non-commercial purposes without charging a Fee (“Evaluation License”). Where Arista has provided an Evaluation License, all of the JDXpert Materials for purposes terms of this End User License Agreement shall apply except that (Ai) developing, producing, marketing, distributing, licensing or selling any product or service Customer’s license rights shall be limited to the evaluation of that may compete with the JDXpert Core Materials, or (Bii) disclosing Customer shall not be required to our competitors, pay a Fee for any purpose, otherwise non-public information about the JDXpert Materials; or
xi. knowingly aid or assist any Affiliate, Authorized User or other person or entity in taking any evaluation of the actions prohibited by this Section 2.b.that Core Materials (iii)
Appears in 1 contract
Sources: Core License Agreement