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; (iii) any commercial purpose, including but not limited to, commercial processing, paid-for consulting, or processing the work of any Customer affiliates; or (iv) developing software for sale or license. 5.2 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (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; (v) disable, modify or circumvent the license management system provided with the Software; (vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vii) disclose results of any Software benchmark tests without MSC’s prior written consent; (viii) 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 (ix) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. 5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by 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. 5.4 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC and/or its suppliers. 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 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. 5.5 Upon fifteen (15) days written notice, MSC or a public accounting firm selected by MSC may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with the audit and provide reasonable assistance and access to information. MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. 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 MSC for which 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 MSC may be entitled.
Appears in 1 contract
Samples: Academic 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; (iii) any commercial purpose, including but not limited to, commercial processing, paid-for consulting, or processing the work of any Customer affiliates; or (iv) developing software for sale or license.
5.2 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: :
(i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (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; (v) disable, modify or circumvent the license management system provided with the Software; (vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vii) disclose results of any Software benchmark tests without MSC’s prior written consent; (viii) 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 (ix) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software.
5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by 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.
5.4 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC and/or its suppliers. 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 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.
5.5 Upon fifteen (15) days written notice, MSC or a public accounting firm selected by MSC may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with the audit and provide reasonable assistance and access to information. MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit.
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 MSC for which 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 MSC may be entitled.is
Appears in 1 contract
Samples: Academic 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; (iii) any commercial purpose, including but not limited to, commercial processing, paid-for consulting, or processing the work of any Customer affiliates; or (iv) developing software for sale or license.
5.2 Customer 4.1 Licensee acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of MSC and/or Licensor (and its suppliers, as applicable). Accordingly, Customer Licensee shall not: (i) reverse-reverse- engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (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; (v) 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; (vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vii) disclose results of any Software test or benchmark tests without MSCHexagon’s prior written consent; (viii) use the Software to develop software applications for use by or distribution to any third party, whether as standalone products or components; (ix) use the Software, its outputs or Documentation for the purposes of developing a competitive product or service; (x) 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 CustomerLicensee; (xi) access or use any feature, module, option, or portion of the Software or Documentation for which Licensee has no valid license; or (ixxii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer Licensee agrees to notify MSC Xxxxxxx immediately of any unauthorized access to or use of the Software. Licensee shall at all times be responsible for its users’ compliance with this Agreement.
5.3 Customer 4.2 Licensee may not copy or otherwise reproduce the Software in whole or in part, except (i) as reasonably may be required in conjunction with permitted use under this Agreement and for backup 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 Licensee shall be the property of Licensor, and Licensee must reproduce and include, in exact form, all proprietary rights notices. Customer Licensee 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.
5.4 The Software and Documentation4.3 Licensor (and/or its suppliers, and as applicable) retains ownership in all worldwide intellectual property rights thereinin the Software, are Documentation and remain the property of MSC and/or its suppliersother materials made available by Licensor, and all modifications, enhancements or other derivative works thereof. Nothing in this Agreement will be deemed to convey to Customer Licensee any title, ownership, or other intellectual property rights in or related to the Software Software, Documentation or Documentationother materials made available by Licensor, or modifications, enhancements or other derivatives thereof, and Customer Licensee agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer Licensee in this Agreement are reserved by MSC Licensor (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 The Software and Documentationis licensed, not sold.
5.5 4.4 Upon fifteen (15) days written notice, MSC Licensor or a public accounting firm selected by MSC its authorized agent or representative may audit CustomerLicensee’s installation and use of the Software and Documentation. Customer Licensee shall fully cooperate with the Licensor’s audit and provide reasonable assistance and access to information, including without limitation reasonable access to Licensee’s facilities and computer systems during normal business hours, as well as providing installation and usage reports as may be requested by Licensor or its authorized agents or representatives. MSC In addition to any other remedies available to Licensor, Licensee agrees to pay within thirty (30) days of written notification any fees and charges applicable to Licensee’s use of the Software and Documentation in excess of Licensee’s license rights. Licensor shall not be responsible for CustomerLicensee’s costs incurred in cooperating with the audit.
5.6 Customer 4.5 Licensee acknowledges that the obligations of Customer Licensee under this Section 5 4 are of a special and unique character which gives them peculiar value to MSC Licensor for which MSC Licensor cannot be reasonably or adequately compensated in damages in the event Customer Licensee breaches such obligations. Customer Licensee 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 MSC Licensor may be entitled.
Appears in 1 contract
Samples: End User 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; (iii) any commercial purpose, including but not limited to, commercial processing, paid-for consulting, or processing the work of any Customer affiliates; or (iv) developing software for sale or license.
5.2 Customer Licensee acknowledges that the Software Softwa re and its structure, organization and source code constitute and contain valuable conta in va luable confidentia l information and trade secrets of MSC and/or Licensor (and its suppliers, as applicable). Accordingly, Customer Licensee shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiverSoftwa re; (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 pa rty except as expressly permitted under this Agreement; (iv) allow any third party pa rty to access or use the Software Softwa re on a service bureau, application service provider, time-sharingtime -sharing, or similar xxxxxx r basis; (v) disable, modify or circumvent any license mana gement system or security mechanism provided with the Softwa re, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the SoftwareSoftwa re; (vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vii) disclose results of any Software Softwa re test or benchmark tests without MSCHexa gon’s prior written consent; (viii) use the Softwa re to develop softwa re applications for use by or distribution to any third party, whether as standa lone products or components; (ix) use the Software, its outputs or Documentation for the purposes of developing a competitive product or service; (x) disclose, display, or permit access to or use of the Software Softwa re or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by CustomerLicensee; (xi) access or use any feature, module, option, or portion of the Softwa re or Documentation for which Licensee has no valid license; or (ixxii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer Licensee agrees to notify MSC Xxxxxxx immediately of any unauthorized access to or use of the Software.
5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by 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.
5.4 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC and/or its suppliers. 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 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.
5.5 Upon fifteen (15) days written notice, MSC or a public accounting firm selected by MSC may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with the audit and provide reasonable assistance and access to information. MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit.
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 MSC for which 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 MSC may be entitled.the
Appears in 1 contract
Samples: End User 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 non5.01 End-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; (iii) any commercial purpose, including but not limited to, commercial processing, paid-for consulting, or processing the work of any Customer affiliates; or (iv) developing software for sale or license.
5.2 Customer User acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliersXXXXXXX INC. Accordingly, Customer End-User shall not: :
(i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; ;
(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; ;
(v) disable, modify or circumvent the license management system provided with the Software; ;
(vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; ;
(vii) disclose results of any Software benchmark tests without MSCXXXXXXX INC.’s prior written consent; ;
(viii) 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 this License acquired by CustomerEnd-User; or or
(ix) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer End-User agrees to notify MSC XXXXXXX INC. immediately of any unauthorized access to or use of the Software.
5.3 Customer 5.02 End-User may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer End-User must reproduce and include, in exact form, all proprietary rights notices. Customer End-User 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.
5.4 5.03 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC and/or its suppliersXXXXXXX INC. Nothing in this Agreement will be deemed to convey to Customer End-User any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer End-User agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer End-User in this Agreement are reserved by 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 DocumentationXXXXXXX INC.
5.5 5.04 Upon fifteen (15) days written notice, MSC or a public accounting firm selected by MSC XXXXXXX INC. may audit CustomerEnd-User’s installation and use of the Software and Documentation. Customer End-User shall cooperate with the XXXXXXX INC.’s audit and provide reasonable assistance and access to information. MSC In addition to any other remedies available to XXXXXXX INC., End-User agrees to pay within thirty (30) days of written notification any fees and charges applicable to End-User’s use of the Software and Documentation in excess of End-User’s license rights. XXXXXXX INC. shall not be responsible for CustomerEnd-User’s costs incurred in cooperating with the audit. XXXXXXX INC. shall comply with End-User’s reasonable security procedures while on End-User’s facilities.
5.6 Customer 5.05 Except as required by applicable law, or as necessary for End-User to enforce or exercise its rights hereunder, End- User shall not disclose the terms of this Agreement or XXXXXXX INC.’s pricing in connection with this Agreement to any third-party.
5.06 End-User acknowledges that the its obligations of Customer under this Section Article 5 are of a special and unique character which gives them peculiar value to MSC XXXXXXX INC. for which MSC XXXXXXX INC. cannot be reasonably or adequately compensated in damages in the event Customer End-User breaches such obligations. Customer End-User therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such injunctive relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which MSC XXXXXXX INC. may be entitled.
Appears in 1 contract
Samples: End User Software License Agreement
