SOFTWARE LICENSING AND INTELLECTUAL PROPERTY. 15.1 Ownership of all and any Intellectual Property Rights in any Software shall at all times remain vested in 2Connect and/or its third party licensors (as appropriate). The Customer shall not acquire ownership of or title to any such Intellectual Property rights pursuant to the Contract or by the provision of any Services. 15.2 Subject to the payment by the Customer of the Charges for the relevant Service and the compliance by the Customer with its obligations pursuant to the Contract, 2Connect grants to the Customer a non-exclusive, non- transferable, revocable licence to use the Software in order to utilise the Service to which it relates only during the term of the provision by 2Connect of the Service in question. 15.3 The Customer will not and will not permit any third parties to: 15.3.1 Distribute or allow others to distribute copies of the Software or any part thereof to any third party; 15.3.2 Tamper with, remove, reproduce, modify, amend or copy the Software or any part thereof; 15.3.3 Provide, rent, sell, lease, licence or otherwise transfer the Software or any part thereof or use it for the benefit of a third party; 15.3.4 Reverse assemble, reverse compile, reverse engineer the software or any part thereof; and/or 15.3.5 Attempt to discover the source and/or object code of the software or any other underlying proprietary information. This Clause 15.3 shall apply without prejudice to any rights which the Customer may have in respect of the Software which cannot lawfully be limited or excluded. 15.4 Certain Software, use of which is licenced to 2Connect by third parties, may require the Customer to enter into an end user agreement with the relevant third party licensor and it shall be a condition of the provision of the Service in question that the Customer enters into and abides by the terms of any applicable end user agreement. 15.5 Subject to compliance by the Customer with Clause 15.4, 2Connect warrants that (where applicable) it is authorised to sub-licence use of software in which the Intellectual Property Rights are owned by a third party to the Customer in connection with the provision of the relevant Services. 15.6 Subject to compliance by the Customer with Clause15.7, 2Connect shall indemnify the Customer for all losses, claims, liabilities, expenses and costs which the Customer may incur to a third party as a result of the use or possession by the Customer in accordance with the Contract of any Software in which the UK registered Intellectual Property Rights are owned by 2Connect being found to infringe the Intellectual Property Rights of any third party (excluding any such claims which relate to data stored by the Customer using any Service). 15.7 The indemnity set out in Clause 15.6 shall only have an effect if the Customer: 15.7.1 As soon as reasonably possible informs 2Connect of any claim or potential claim which it receives or which it becomes aware that it may receive; 15.7.2 Makes no admission as to liability in respect of any claim or potential claim without the prior written consent of 2Connect; 15.7.3 Allows 2Connect (at the cost of 2Connect) to have sole conduct and control of the defence and/or settlement of any claim or potential claim; and 15.7.4 Provides 2Connect with such support, information and assistance as it may reasonably request in connection with the investigation, defence and/or settlement of any claim or potential claim..
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
SOFTWARE LICENSING AND INTELLECTUAL PROPERTY. 15.1 Ownership of all and any Intellectual Property Rights in any Software shall at all times remain vested in 2Connect Stratus and/or its third party licensors (as appropriate). The Customer shall not acquire ownership of or title to any such Intellectual Property rights pursuant to the Contract or by the provision of any Services.
15.2 Subject to the payment by the Customer of the Charges for the relevant Service and the compliance by the Customer with its obligations pursuant to the Contract, 2Connect Stratus grants to the Customer a non-exclusive, non- transferable, revocable licence to use the Software in order to utilise the Service to which it relates only during the term of the provision by 2Connect Xxxxxxx of the Service in question.
15.3 The Customer will not and will not permit any third parties to:
15.3.1 Distribute or allow others to distribute copies of the Software or any part thereof to any third party;
15.3.2 Tamper with, remove, reproduce, modify, amend or copy the Software or any part thereof;
15.3.3 Provide, rent, sell, lease, licence or otherwise transfer the Software or any part thereof or use it for the benefit of a third party;
15.3.4 Reverse assemble, reverse compile, reverse engineer the software or any part thereof; and/or
15.3.5 Attempt to discover the source and/or object code of the software or any other underlying proprietary information. This Clause 15.3 shall apply without prejudice to any rights which the Customer may have in respect of the Software which cannot lawfully be limited or excluded.
15.4 Certain Software, use of which is licenced to 2Connect Stratus by third parties, may require the Customer to enter into an end user agreement with the relevant third party licensor and it shall be a condition of the provision of the Service in question that the Customer enters into and abides by the terms of any applicable end user agreement.
15.5 Subject to compliance by the Customer with Clause 15.4, 2Connect Stratus warrants that (where applicable) it is authorised to sub-licence use of software in which the Intellectual Property Rights are owned by a third party to the Customer in connection with the provision of the relevant Services.
15.6 Subject to compliance by the Customer with Clause15.7, 2Connect Xxxxxxx shall indemnify the Customer for all losses, claims, liabilities, expenses and costs which the Customer may incur to a third party as a result of the use or possession by the Customer in accordance with the Contract of any Software in which the UK registered Intellectual Property Rights are owned by 2Connect Xxxxxxx being found to infringe the Intellectual Property Rights of any third party (excluding any such claims which relate to data stored by the Customer using any Service).
15.7 The indemnity set out in Clause 15.6 shall only have an effect if the Customer:
15.7.1 As soon as reasonably possible informs 2Connect Xxxxxxx of any claim or potential claim which it receives or which it becomes aware that it may receive;
15.7.2 Makes no admission as to liability in respect of any claim or potential claim without the prior written consent of 2ConnectXxxxxxx;
15.7.3 Allows 2Connect Stratus (at the cost of 2ConnectStratus) to have sole conduct and control of the defence and/or settlement of any claim or potential claim; and
15.7.4 Provides 2Connect Stratus with such support, information and assistance as it may reasonably request in connection with the investigation, defence and/or settlement of any claim or potential claim..
Appears in 1 contract
Samples: Standard Terms & Conditions
SOFTWARE LICENSING AND INTELLECTUAL PROPERTY. 15.1 Ownership of all and any Intellectual Property Rights in any Software shall at all times remain vested in 2Connect and/or its third party licensors (as appropriate). The Customer shall not acquire ownership of or title to any such Intellectual Property rights pursuant to the Contract or by the provision of any Services.
15.2 Subject to the payment by the Customer of the Charges for the relevant Service and the compliance by the Customer with its obligations pursuant to the Contract, 2Connect grants to the Customer a non-exclusive, non- transferable, revocable licence to use the Software in order to utilise the Service to which it relates only during the term of the provision by 2Connect of the Service in question.
15.3 The Customer will not and will not permit any third parties to:
15.3.1 Distribute or allow others to distribute copies of the Software or any part thereof to any third party;
15.3.2 Tamper with, remove, reproduce, modify, amend or copy the Software or any part thereof;
15.3.3 Provide, rent, sell, lease, licence or otherwise transfer the Software or any part thereof or use it for the benefit of a third party;
15.3.4 Reverse assemble, reverse compile, reverse engineer the software or any part thereof; and/or
15.3.5 Attempt to discover the source and/or object code of the software or any other underlying proprietary information. This Clause 15.3 shall apply without prejudice to any rights which the Customer may have in respect of the Software which cannot lawfully be limited or excluded.
15.4 Certain Software, use of which is licenced to 2Connect by third parties, may require the Customer to enter into an end user agreement with the relevant third party licensor and it shall be a condition of the provision of the Service in question that the Customer enters into and abides by the terms of any applicable end user agreement.
15.5 Subject to compliance by the Customer with Clause 15.4, 2Connect warrants that (where applicable) it is authorised to sub-licence use of software in which the Intellectual Property Rights are owned by a third party to the Customer in connection with the provision of the relevant Services.
15.6 Subject to compliance by the Customer with Clause15.7, 2Connect shall indemnify the Customer for all losses, claims, liabilities, expenses and costs which the Customer may incur to a third party as a result of the use or possession by the Customer in accordance with the Contract of any Software in which the UK registered Intellectual Property Rights are owned by 2Connect being found to infringe the Intellectual Property Rights of any third party (excluding any such claims which relate to data stored by the Customer using any Service).
15.7 The indemnity set out in Clause 15.6 shall only have an effect if the Customer:
15.7.1 As soon as reasonably possible informs 2Connect of any claim or potential claim which it receives or which it becomes aware that it may receive;
15.7.2 Makes no admission as to liability in respect of any claim or potential claim without the prior written consent of 2Connect;
15.7.3 Allows 2Connect (at the cost of 2Connect) to have sole conduct and control of the defence and/or settlement of any claim or potential claim; and
15.7.4 Provides 2Connect with such support, information and assistance as it may reasonably request in connection with the investigation, defence and/or settlement of any claim or potential claim...
Appears in 1 contract
Samples: Terms and Conditions
SOFTWARE LICENSING AND INTELLECTUAL PROPERTY. 15.1 Ownership of all and any Intellectual lntellectual Property Rights in any Software shall at all times remain vested in 2Connect and/or its third party licensors (as appropriate). The Customer shall not acquire ownership of or title to any such Intellectual lntellectual Property rights pursuant to the Contract or by the provision of any Services.
15.2 Subject to the payment by the Customer of the Charges for the relevant Service and the compliance by the Customer with its obligations pursuant to the Contract, 2Connect grants to the Customer a non-exclusive, non- transferable, revocable licence to use the Software in order to utilise the Service to which it relates only during the term of the provision by 2Connect of the Service in question.
15.3 The Customer will not and will not permit any third parties to:
15.3.1 Distribute or allow others to distribute copies of the Software or any part thereof to any third party;
15.3.2 Tamper with, remove, reproduce, modify, amend or copy the Software or any part thereof;
15.3.3 Provide, rent, sell, lease, licence or otherwise transfer the Software or any part thereof or use it for the benefit of a third party;
15.3.4 Reverse assemble, reverse compile, reverse engineer the software or any part thereof; and/or
15.3.5 Attempt to discover the source and/or object code of the software or any other underlying proprietary information. This Clause 15.3 15.5 shall apply without prejudice to any rights which the Customer may have in respect of the Software which cannot lawfully be limited or excluded.
15.4 Certain Software, use of which is licenced to 2Connect by third parties, may require the Customer to enter into an end user agreement with the relevant third party licensor and it shall be a condition of the provision of the Service in question that the Customer enters into and abides by the terms of any applicable end user agreement.
15.5 Subject to compliance by the Customer with Clause 15.4, 2Connect warrants that (where applicable) it is authorised to sub-licence use of software in which the Intellectual lntellectual Property Rights are owned by a third party to the Customer in connection with the provision of the relevant Services.
15.6 Subject to compliance by the Customer with Clause15.7, 2Connect shall indemnify the Customer for all losses, claims, liabilities, expenses and costs which the Customer may incur to a third party as a result of the use or possession by the Customer in accordance with the Contract of any Software in which the UK registered Intellectual lntellectual Property Rights are owned by 2Connect being found to infringe the Intellectual lntellectual Property Rights of any third party (excluding any such claims which relate to data stored by the Customer using any Service).
15.7 The indemnity set out in Clause 15.6 shall only have an effect if the Customer:
15.7.1 As soon as reasonably possible informs 2Connect of any claim or potential claim which it receives or which it becomes aware that it may receive;
15.7.2 Makes no admission as to liability in respect of any claim or potential claim without the prior written consent of 2Connect;
15.7.3 Allows 2Connect (at the cost of 2Connect) to have sole conduct and control of the defence and/or settlement of any claim or potential claim; and
15.7.4 Provides 2Connect with such support, information and assistance as it may reasonably request in connection with the investigation, defence and/or settlement of any claim or potential claim...
Appears in 1 contract
Samples: Terms and Conditions
