Common use of Restricted License Clause in Contracts

Restricted License. (a) Partner may market and sublicense the Software (including the Integration) only for Standalone Use (except as otherwise set forth in the applicable Order Form) and in conjunction with the Partner Products pursuant to the licensing and use restrictions as set forth in this Agreement, the Software Use Rights, and such other terms as set forth in the specific Exhibit A for the applicable Software. Any Third Party Products contained in or provided with the Software may only be used as part of the Software. The End User Licenses shall permit the End User’s use of the Software only with the Partner Products, and to the extent Partner Products consists of software (“Partner Applications”), for the sole purpose of enabling performance of the Partner Applications and integrating data from Partner Applications, with data access limited to data created or necessary to enable the functionalities of the Partner Products (referred to as a “Restricted License”). (b) It is the intention of the parties that Partner Products that are software must add significant and primary additional functionalities to the Software in order to qualify as Partner Product. Partner warrants that Partner Products provide significant and primary additional functionalities to the Software. (c) Software licensed under the Agreement shall not access, directly or indirectly, in any manner whatsoever, any third party runtime database acquired from Licensor or its Affiliates or any of its respective resellers or distributors (“Database Restriction”). The foregoing Database Restriction does not restrict the Software from accessing any other software and/or third party software that is a business application licensed from Licensor or its Affiliates or any of its respective resellers or distributors under a separate agreement, on a business process layer via APIs. For clarification, this Agreement does not contain a license to use, directly or indirectly, any Licensor or its Affiliates’ software or other third party software (including without limitation, third party runtime database) not listed in Exhibit A (“Non-Licensed Software”). Any use or access of the Non-Licensed Software, directly or indirectly, is subject to its respective license agreement which grants direct license rights to such software. (d) Partner shall use commercially reasonable efforts to ensure that its End User, distributor, reseller or Partner Affiliate are not in breach of this Section 2.3(a) through (c). In the event Partner becomes aware that an End User, distribution, reseller or Partner Affiliate is violating the limitations imposed on this Section 2.3(a) through (c), Partner shall promptly notify Licensor of such. Partner shall reasonably cooperate with Licensor to enforce the limitations imposed according to this Section 2.3(a) through (c) to the fullest extent possible.

Restricted License. (a) Partner may market and sublicense the Software (including the Integration) only for Standalone Use (except as otherwise set forth in the applicable Order Form) and in conjunction with the Partner Products pursuant to the licensing and use restrictions as set forth in this Agreement, the Software Use Rights, and such other terms as set forth in the specific Exhibit A for the applicable Software. Any Third Party Products contained in or provided with the Software may only be used as part of the Software. The End User Licenses shall permit the End User’s use of the Software only with the Partner Products, and to the extent Partner Products consists of software (“Partner Applications”), for the sole purpose of enabling performance of the Partner Applications and integrating data from Partner Applications, with data access limited to data created or necessary to enable the functionalities of the Partner Products (referred to as a “Restricted License”). (b) It is the intention of the parties that Partner Products that are software must add significant and primary additional functionalities to the Software in order to qualify as Partner Product. Partner warrants that Partner Products provide significant and primary additional functionalities to the Software. (c) Software licensed under the Agreement shall not access, directly or indirectly, in any manner whatsoever, any third party runtime database acquired from Licensor or its Affiliates or any of its respective resellers or distributors (“Database Restriction”). The foregoing Database Restriction does not restrict the Software from accessing any other software and/or third party software that is a business application licensed from Licensor or its Affiliates or any of its respective resellers or distributors under a separate agreement, on a business process layer via APIs. For clarification, this Agreement does not contain a license to use, directly or indirectly, any Licensor or its Affiliates’ software or other third party software (including without limitation, third party runtime database) not listed in Exhibit A (“Non-Licensed Software”). Any use or access of the Non-Licensed Software, directly or indirectly, is subject to its respective license agreement which grants direct license rights to such software. (d) Partner shall use commercially reasonable efforts to ensure that its End User, distributor, reseller or Partner Affiliate are not in breach of this Section 2.3(a2.3. a) through (c). In the event Partner becomes aware that an End User, distribution, reseller or Partner Affiliate is violating the limitations imposed on this Section 2.3(a2.3. a) through (c), Partner shall promptly notify Licensor of such. Partner shall reasonably cooperate with Licensor to enforce the limitations imposed according to this Section 2.3(a2.3 a) through (c) to the fullest extent possible.