Proprietary Software. Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.
Proprietary Software. Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies.
Proprietary Software. Marketer will install and maintain a proprietary software system to handle linked transaction processing and necessary data access to ethanol marketing and sales information.
Proprietary Software. Subject to this Agreement we grant a non- exclusive and non-transferrable licence (with no right to sublicense) to install and use the Proprietary Software.
Proprietary Software. (1) DSHS does not acquire any rights, express or implied, in the Proprietary Software, other than those specified in this Contract or applicable third-party license. Contractor hereby warrants and represents to DSHS that Contractor is the owner of the Proprietary Software licensed hereunder or otherwise has the right to grant to DSHS the licensed rights to the Proprietary Software provided by Contractor through this Contract without violating any rights of any third party worldwide.
(2) The Contractor represents and warrants that Contractor has the right to license the Proprietary Software to DSHS as provided in this Contract and that DSHS’ use of the Proprietary Software and documentation within the terms of this Contract will not infringe upon any copyright, patent, trademark, or other intellectual property right worldwide or violate any third party’s trade secret, contract, or confidentiality rights worldwide.
(3) The Contractor represents and warrants that: (i) Contractor is not aware of any claim, investigation, litigation, action, suit or administrative or judicial proceeding pending or threatened based on claims that the Proprietary Software infringes any patents, copyrights, or trade secrets of any third party, and (ii) that Contractor has no actual knowledge that the Proprietary Software infringes upon any patents, copyrights, or trade secrets of any third party.
Proprietary Software. In the event Contractor accesses County’s proprietary software applications to perform any work under this Agreement, Contractor shall read and agree to the terms and conditions of the software license agreement, and shall not violate the terms and conditions of the software license agreement including, but not limited to:
25.1. The use of the software application shall be restricted to employees or subcontractors.
25.2. The Contractor shall not “pirate” or reverse engineer the software application; and/or
25.3. Otherwise use the application in any way that may harm the County.
Proprietary Software. (a) Part A of schedule 3 accurately identifies and describes:
(i) the applicable licence terms for each item of Open Source Code that is contained in, distributed with or used in the development of, any Proprietary Software or from which any Proprietary Software is derived; and
(ii) the relevant Proprietary Software to which each such item of Open Source Code relates.
(b) No Proprietary Software contains, is derived from, is distributed with, or is being or was developed using, Open Source Code that is licensed under any terms that:
(i) impose or could impose a requirement or condition that any Proprietary Software:
(A) be disclosed or distributed in source code form;
(B) be licensed for the purpose of making modifications or derivative works; or
(C) be redistributable at no charge; or
(ii) otherwise impose or could impose any other material limitation, restriction or condition on the right or ability of any Group Company to use or distribute any Proprietary Software or to enforce Intellectual Property.
(c) No Proprietary Software has suffered any material failure in functionality or performance.
(d) In relation to the source code for the Proprietary Software (other than any which is the subject of the Licences-ln):
(i) the relevant Group Company has in its possession, in a secure repository, a complete and up-to-date copy of the source code for each item of the Proprietary Software, such source code being fully documented in a recognised computer programming language, so as to enable it to be compiled or interpreted into equivalent object code, together with all associated documentation, code, data, libraries, tools and other items and material necessary or desirable to enable a reasonably skilled computer programmer fully to understand, use, reproduce, modify, enhance and maintain the Proprietary Software;
(ii) no person (other than the relevant Contributors and any Group Company and its current and duly authorised Employees) has, or has had, any such source code in its possession or control;
(iii) there is no agreement (including any licence or escrow agreement) in force under which any third party may become entitled to possess or use any such code; and
(iv) no person is entitled to require such an agreement to be entered into by any Group Company.
Proprietary Software. Franchisor will license you to use proprietary software. The Software, and any additions or modifications or further developments are and will be Trade Secrets of Franchisor. Franchisee shall comply with Franchisor’s requirements and specifications regarding the Software. Franchisor will license the Software to Franchisee at its current rates. Franchisor may require Franchisee to sign a separate license agreement for some software. Franchisor or its Affiliate(s) may distribute Proprietary Software through alternative channels of distribution, including near Franchisee’s location and to competitors of Franchisee.
Proprietary Software. The Company Proprietary Software has not been delivered or made available to any Person (other than the Company or any of its Subsidiaries and employees of the Company or any Subsidiaries and any other Persons in connection with their provision of services to the Company or any of its Subsidiaries) in source code form, and the Company and its Subsidiaries have not agreed to, or undertaken to provide, the Company Proprietary Software in source code form to any other Person. There are no third parties entitled to: (i) be enrolled as a beneficiary under a technology escrow arrangement or otherwise with respect to the source code for the Company Proprietary Software or (ii) receive the source code for the Company Proprietary Software (including receiving the source code as a result of an event (including a change of control of ownership of the Company or any of its Subsidiaries, bankruptcy of the Company or any of its Subsidiaries or otherwise) under an escrow arrangement or otherwise).
Proprietary Software. (i) Schedule 3.16(a)(i) contains a correct, current and complete list of all Company Products, identifying for each item all previous major releases, and all other material proprietary Software of the Company and its Subsidiaries used in or in connection with the operation of their businesses. (ii) Schedule 3.16(a)(ii) identifies, with respect to each Company Product and each other item of material proprietary Software, all Licensed Intellectual Property (A) used in the development, maintenance, use or support of such Company Product, (B) incorporated in or distributed or licensed with such Company Product or otherwise provided by or on behalf of the Company or any of its Subsidiaries in any manner for use in connection with such Company Product, or (C) used to deliver, host or otherwise provide services with respect to such Company Product, and for each identified item of Licensed Intellectual Property, the Company IP Agreement relating to the Company’s or its Subsidiary’s use of such Licensed Intellectual Property.
