RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without Hexagon’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement. 5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of Hexagon, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with Hexagon’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities. 5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon for which Hexagon cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon may be entitled.
Appears in 2 contracts
Samples: Master Software License Agreement, Master Software License Agreement
RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, Software or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement.
. 5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: except (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up backup purposes. Any such copies made by Customer shall be the property of HexagonMSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.
5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (and/or its suppliers, as applicable).
5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with Hexagon’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities.
5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party.
5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon for which Hexagon cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon may be entitled.the
Appears in 2 contracts
RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement.
. 5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: except (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer Cust mer shall be the property of HexagonMSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.
5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (MSC and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon MSC (and/or its suppliers, as applicable).
5.4 Upon fifteen (15) days written notice, Hexagon MSC or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with HexagonMSC’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities.and
5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or HexagonMSC’s pricing in connection with this Agreement to any third-party.
. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon MSC for which Hexagon MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon MSC may be entitled.
Appears in 2 contracts
Samples: Master Software License Agreement, Master Software License Agreement
RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement.
5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of Hexagon, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.
5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (and/or its suppliers, as applicable).
5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with Hexagon’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities.
5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party.
5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon for which Hexagon cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon may be entitled.OMEZENÍ A
Appears in 2 contracts
Samples: Master Software License Agreement, Master Software License Agreement
RESTRICTIONS AND PROTECTIONS. 5.1 Without limiting the generality of the restrictions set forth herein, MSC expressly prohibits use of the Software for the following: (i) any training or instructional activity for non-degree seeking students; (ii) any training or instructional activity for any third party that may be a licensee of the Software under separate agreement with MSC; or (iii) any commercial purpose, including but not limited to, commercial processing, paid-for consulting, or processing the work of any Customer affiliates.
5.2 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-reverse- engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement.
5.2 5.3 Customer may not copy or otherwise reproduce the Software in whole or in part, except: except (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of HexagonMSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.
5.3 5.4 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon MSC (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon MSC (and/or its suppliers, as applicable). Customer agrees that MSC’s third party suppliers may protect their rights to the extent of their interest in the Software and Documentation.
5.4 5.5 Upon fifteen (15) days written notice, Hexagon MSC or its authorized agent or representative a public accounting firm selected by MSC may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with Hexagon’s the audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities.
5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party.
5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon MSC for which Hexagon MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon MSC may be entitled.
Appears in 1 contract
Samples: Academic Software License Agreement
RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement.
5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: except (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of HexagonMSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.
5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (MSC and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (MSC and/or its suppliers, as applicable).
5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative MSC may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with HexagonMSC’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to HexagonMSC, Customer Xxxxxxxx agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or and Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon MSC shall comply with Customer’s reasonable security procedures while on Customer’s facilities.
5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule this Agreement or HexagonMSC’s pricing in connection with this Agreement to any third-party.
5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon MSC for which Hexagon MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon MSC may be entitled.
Appears in 1 contract
Samples: Master Software License Agreement
RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement.
5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of HexagonMSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.
5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon MSC (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon MSC (and/or its suppliers, as applicable).
5.4 Upon fifteen (15) days written notice, Hexagon MSC or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with HexagonMSC’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to HexagonMSC, Customer Xxxxxxxx agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon MSC in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon MSC may have, Customer will pay to Hexagon MSC within thirty (30) days of written notification the reasonable cost of the audit. Hexagon MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon MSC shall comply with Customer’s reasonable security procedures while on Customer’s facilities.
5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or HexagonMSC’s pricing in connection with this Agreement to any third-party.
5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon MSC for which Hexagon MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon MSC may be entitled.
Appears in 1 contract
Samples: Software License Agreement
RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement.
5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of HexagonMSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.
5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon MSC (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon MSC (and/or its suppliers, as applicable).
5.4 Upon fifteen (15) days written notice, Hexagon MSC or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with HexagonMSC’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to HexagonMSC, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon MSC in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon MSC may have, Customer will pay to Hexagon MSC within thirty (30) days of written notification the reasonable cost of the audit. Hexagon MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon MSC shall comply with Customer’s reasonable security procedures while on Customer’s facilities.
5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or HexagonMSC’s pricing in connection with this Agreement to any third-party.
5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon MSC for which Hexagon MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon MSC may be entitled.
Appears in 1 contract
Samples: Master Software License Agreement
RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-time- sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, Software or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement.
5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of Hexagon, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.
5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (and/or its suppliers, as applicable).
5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with Hexagon’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities.
5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party.
5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon for which Hexagon cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon may be entitled.5
Appears in 1 contract
Samples: Toolkit License Agreement
RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of 5 BESCHRÄNKUNGEN UND SCHUTZBESTIMMUN GEN. 5.1 Der Kunde erkennt an, dass sowohl die Software als auch ihre Struktur, Organisation und ihr Quellcode wertvolle Betriebsgeheimnisse von MSC (und ihren Lieferanten, soweit zutreffend) enthalten. Dem Kunden ist es untersagt, (i) Reverse-Engineering, Dekompilierungs oder Disassemblierungsmaßnahm en oder anderweitige Versuche zur Erlangung des Quellcodes der Software durchzuführen; (ii) die Software oder die Dokumentation zu modifizieren, zu adaptieren, zu verändern, zu übersetzen oder in sonstiger Weise zu bearbeiten, (iii) Dritten die Software oder Dokumentation ganz oder teilweise unter zu lizenzieren, zu vermieten, zu verleihen, zu verleasen, zu verkaufen oder anderweitig zu übertragen, soweit dies in diesem Vertrag nicht ausdrücklich gestattet wird; (iv) Dritten den Zugriff auf oder die Nutzung der Software im Rahmen von Servicediensten, Application Service Providing, Time Sharing oder auf einer ähnlichen Basis zu gestatten; (v) auf die Software zuzugreifen und diese zu nutzen, um Datenverarbeitungsdienstleistungen für andere zu erbringen; (vi) das zusammen mit der Software zur Verfügung gestellte Lizenzmanagementsystem oder deren Sicherheitsmechanismen zu deaktivieren, abzuändern oder zu umgehen oder andere Schritte zu unternehmen, um das zusammen mit der Software zur Verfügung gestellte Lizenzmanagementsystem oder deren Sicherheitsmechanismen zu umgehen oder auszuschalten; (vii) Hinweise auf gewerbliche Schutzrechte, Etiketten oder Marken von der Software oder der Dokumentation zu entfernen, zu verändern oder unkenntlich zu machen; (viii) Ergebnisse von Benchmarks oder Tests der Software ohne die vorherige schriftliche Zustimmung von MSC offen zulegen; (ix) die Software zu nutzen, um Software Applikationen zur Nutzung durch oder den Vertrieb an Dritte zu any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement. entwickeln; (x) die Software oder ihre Ergebnisse zum Zwecke der Entwicklung von Konkurrenzprodukten oder –Dienstleistungen zu nutzen; (xi) die Software oder die Dokumentation anderen Personen als den autorisierten Nutzern, welche die Software und die Dokumentation innerhalb des Geltungsbereichs der vom Kunden erworbenen Lizenz nutzen, offen zulegen, vorzuführen oder dies n den Zugriff darauf oder die Nutzung derselben zu gestatten; oder (xii) die Software oder die Dokumentation in anderer Weise zu nutzen oder zu kopieren, soweit dies nicht ausdrücklich gemäß diesem Vertrag gestattet ist. Der Kunde verpflichtet sich, MSC unverzüglich über einen unbefugten Zugriff auf die Software oder über eine unbefugte Nutzung derselben in Kenntnis zu setzen. Der Kunde ist jederzeit für die Einhaltung dieses Vertrages durch seine Zugelassenen Nutzer verantwortlich.
5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of Hexagon, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.
5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (and/or its suppliers, as applicable).
5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with Hexagon’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities.
5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party.
5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon for which Hexagon cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon may be entitled.
Appears in 1 contract
Samples: Master Software License Agreement
RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement.
5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of Hexagon, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.
5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon (and/or its suppliers, as applicable).
5.4 Upon fifteen (15) days written notice, Hexagon or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with Hexagon’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to Hexagon, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities.
5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or Hexagon’s pricing in connection with this Agreement to any third-party.
5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon for which Hexagon cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon may be entitled.
Appears in 1 contract
Samples: Master Software License Agreement
RESTRICTIONS AND PROTECTIONS. 5.1 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of Hexagon MSC (and its suppliers, as applicable). Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viii) disclose results of any Software test or benchmark without HexagonMSC’s prior written consent; (ix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify Hexagon MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement.
. 5.2 Customer may not copy or otherwise reproduce the Software in whole or in part, except: except (i) as may be required for installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer Cust mer shall be the property of HexagonMSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed.
5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of Hexagon (MSC and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Hexagon MSC (and/or its suppliers, as applicable).
5.4 Upon fifteen (15) days written notice, Hexagon MSC or its authorized agent or representative may audit Customer’s installation and use of the Software and Documentation. Customer shall fully cooperate with HexagonMSC’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Customer’s facilities and computer systems during normal business hours. In addition to any other remedies available to HexagonMSC, Customer agrees to pay within thirty (30) days of written notification any fees and charges applicable to Customer’s use of the Software and/or Documentation in excess of Customer’s license rights. Further, in the event that any such audit reveals use of the Software and/or Documentation in excess of Customer’s license rights such that there is an underpayment by Customer of more than ten percent (10%) of the fees due to Hexagon in the period being audited, or that Customer has breached any other term of this Agreement, then, in addition to any other rights and remedies Hexagon may have, Customer will pay to Hexagon within thirty (30) days of written notification the reasonable cost of the audit. Hexagon shall not be responsible for Customer’s costs incurred in cooperating with the audit. Hexagon shall comply with Customer’s reasonable security procedures while on Customer’s facilities.charges
5.5 Except as required by applicable law, or as necessary for Customer to enforce or exercise its rights hereunder, Customer shall not disclose the terms of any Order Schedule or HexagonMSC’s pricing in connection with this Agreement to any third-party.
. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to Hexagon MSC for which Hexagon MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which Hexagon MSC may be entitled.
Appears in 1 contract
Samples: Master Software License Agreement
