Common use of Restrictions on Licensee’s Use Clause in Contracts

Restrictions on Licensee’s Use. (a) Except as expressly authorized herein, Licensee shall not (a) copy, reverse engineer, decompile, reverse compile, reverse assemble or disassemble all or any portion of the Licensed Software; (b) allow access to the Licensed Software by any user or third party other than the Authorized Users; or (c) provide, disclose, divulge or make available to, or permit use of the Licensed Software by any third party. (b) If Licensee desires to migrate operation of the Licensee Websites, including the Licensed Software, to Infrastructure owned or controlled by Licensee or a third party designated by Licensee, Licensor shall use commercially reasonable efforts to cooperate with Licensee in such efforts. (c) Licensee shall not implement any Licensee Improvements, plug-ins or other applications that adversely impact the Licensed Software, Infrastructure, or their performance, including, but not limited to, (i) destabilizing or corrupting the Licensed Software or Infrastructure, (ii) slowing down performance of the Licensed Software or access to any of Licensor’s websites, or (iii) affecting the integrity of the Licensor Databases or the data maintained in the Licensor Databases. In the event any such Licensee Improvements, plug-ins or other applications are implemented by Licensee, Licensee shall promptly remove or disable the offending Software upon notice from Licensor of the adverse impact. Without limiting the foregoing, Licensee shall notify Licensor of any Licensee Improvements, plug-ins or other applications that may adversely impact the Licensed Software, Infrastructure, or their performance prior to implementation so that Licensee and Licensor may work together in good faith to determine any potential impact of such Software and/or workarounds.