Restrictions on Use/Audit Rights Sample Clauses

Restrictions on Use/Audit Rights. 4.1 The Software shall be used only in machine-readable form and only by the Licensee for the internal business purposes of the Licensee and its Affiliates. Notwithstanding anything to the contrary stated herein, Licensee shall not use the Software for the benefit of unaffiliated third parties who pay, directly or indirectly, for its benefit. 4.2 Licensee may allow its contractors temporary access to the Software and Documentation, but only to the extent such access is necessary to allow the Licensee to directly use the Software or its computer systems effectively and provided that such contractors have signed a nondisclosure agreement which effectively prohibits such contractors from disclosing or disseminating to third parties, or using for their own benefit, all or part of the Software and Documentation. Such nondisclosure agreements do not have to specifically name the Software and Documentation in order to comply with this section. 4.3 Licensee may keep such copies of the Software as is customary and necessary as part of its automated back-up system. In addition, Licensee may keep one other copy of the Software for archival purposes. 4.4 No more than annually, upon written request by Licensor, Licensee shall provide Licensor with a certified statement which describes how and where the Software is being used and such certified statement shall include any records, reports, or other information reasonably requested by Licensor to determine Licensee’s compliance with the licensing restrictions set forth in the Agreement. Further, no more than annually, upon prior written notice, Licensor may visit Licensee’s places of business in order to determine compliance with this Agreement.
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Restrictions on Use/Audit Rights. The foregoing rights to install, use and copy various components of the Licensed Materials shall be subject to the following restrictions: (a) Licensee shall not copy or allow copies of the Licensed Materials to be made, except as specifically authorized under this Agreement; (b) Licensee shall only use the Licensed Materials for its own internal business purposes. Without derogating the generality of the foregoing, (i) Licensee shall not use or allow others to use the Licensed Materials in a multiple-use arrangement or as a part of a service bureau, and (ii) Licensee shall only use the Licensed Materials in support of its mortgage industry activities; (c) Licensee shall not resell, sublicense, distribute or otherwise transfer for any purpose any component of the Licensed Materials to any person, firm or entity; (d) Licensee shall not rent, lease, grant a security interest in, or otherwise transfer ownership rights to, the Licensed Materials; (e) Licensee shall not attempt to disassemble, decompile, reverse engineer, derive or otherwise reproduce any part of the source code form of the Licensed Software, except to the extent that such activity is expressly permitted by applicable law; (f) Licensee shall not modify, alter, translate or create derivative works based upon the Licensed Materials; (g) Licensee shall only use the Licensed Materials in the United States, Guam, the Virgin Islands and Puerto Rico and shall only use the Licensed Materials for their intended use, as described in the Documentation; and (h) Licensee shall comply with the terms and conditions of any "shrink-wrap," "click-wrap" or similar notice or message contained in the Licensed Software, once Licensee has accepted the terms and conditions of such notice or message by using the related functionality or service or taking such other action that such notice or message states will constitute acceptance thereof. Xxxxxx Xxx shall have the right, upon reasonable notice to Licensee, to enter Licensee's premises to audit Licensee's use of the Licensed Materials and Licensee agrees to allow Xxxxxx Xxx or its representatives access to such facilities, books and records as are reasonably required to audit Licensee's compliance with this Agreement.
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Related to Restrictions on Use/Audit Rights

  • Restrictions on Use Tenant shall use the Premises and Landlord’s Equipment in a careful, safe and proper manner, shall not commit or suffer any waste on or about Landlord’s Property or with respect to Landlord’s Equipment, and shall not make any use of Landlord’s Property and/or Landlord’s Equipment which is prohibited by or contrary to any laws, rules, regulations, orders or requirements of public authorities, or which would cause a public or private nuisance. Tenant shall comply with and obey all laws, rules, regulations, orders and requirements of public authorities which in any way affect the use or operation of Landlord’s Equipment and the use, operation or occupancy of Landlord’s Property. Tenant, at its own expense, shall obtain any and all permits, approvals and licenses necessary for use of the Landlord’s Equipment and the Premises (copies of which shall be provided to the Landlord), provided that Landlord shall be responsible for obtaining a certificate of occupancy for the Building generally (i.e., as opposed to a certificate of occupancy for the Premises after the performance of any work by Tenant, which shall be Tenant’s responsibility) and any other permits, approvals and licenses necessary generally for the use of Landlord’s Equipment and Landlord’s Property. Tenant shall not overload the floors or other structural parts of the Building; and shall not commit or suffer any act or thing on Landlord’s Property which is illegal, unreasonably offensive, unreasonably dangerous, or which unreasonably disturbs other tenants. Tenant shall not knowingly do or permit to be done any act or thing on Landlord’s Property or with Landlord’s Equipment which will invalidate or be in conflict with any insurance policies, or which will increase the rate of any insurance, covering the Building. If, because of Tenant’s failure to comply with the provisions of this Section or due to any use of the Premises or activity of Tenant in or about Landlord’s Property, the Insurance Costs are increased, Tenant shall pay Landlord the amount of such increase caused by the failure of Tenant to comply with the provisions of this Section or by the nature of Tenant’s use of the Premises. Tenant shall cause any fire lanes in the front, sides and rear of the Building to be kept free of all parking associated with its business or occupancy and in compliance with all applicable regulations. Tenant shall conduct its business at all times so as not to annoy or be offensive to other tenants and occupants in Landlord’s Property. Tenant shall not permit the emission of any objectionable noise or odor from the Premises and shall at its own cost install such extra sound proofing or noise control systems and odor control systems, as may be needed to eliminate unreasonable noise, vibrations and odors, if any, emanating from the Premises being heard, felt or smelled outside the Premises. Tenant shall not place any file cabinets bookcases, partitions, shelves or other furnishings or equipment in a location which abuts or blocks any windows.

  • Limitations on Use No part of the moneys delivered to the Recipient pursuant to Section II hereof is being or will be used to refinance, retire, redeem, or otherwise pay debt service on all or any part of any part of any governmental obligations regardless of whether the interest on such obligations is or was excluded from gross income for federal income tax purposes unless prior approval by the Director is given.

  • Limitations on Rights of Others The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholder, the Servicer and, to the extent expressly provided herein, the Trustee, the Trust Collateral Agent and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

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