Common use of Topic Description Clause in Contracts

Topic Description. License Xxxxxx Xxx grants Licensee a non‐exclusive, non‐transferable, non‐sublicensable, revocable license under Xxxxxx Mae’s intellectual property rights to access and use the Licensed Materials through its Authorized Users. Unless otherwise provided in the relevant Schedule, the Licensed Application is licensed to Licensee on a company‐wide subscription basis. Right to Copy Documentation Licensee may copy the documentation (other than the documentation of Third‐Party Licensors) to the extent necessary to exercise the license. Restrictions on Use Licensee’s license is subject to the following restrictions:  Licensee and its Authorized Users may only access and use the Licensed Materials for Licensee’s internal mortgage‐related business purposes and for their intended use;  Licensee must not resell, sublicense, distribute, allow access to or otherwise make any part of the Licensed Materials available to any person except as permitted under the Agreement;  Licensee must not (a) attempt to disable or circumvent any technological measure that controls access to the Licensed Application, (b) attempt to reverse engineer, decompile or otherwise derive the source code or any trade secrets from the Licensed Application, or (c) engage in any conduct intended to interfere with the operation of the Licensed Application except to the extent that such activity is expressly permitted by applicable law; and  Licensee must not modify, alter, translate or create derivative works based upon the Licensed Materials. Extraterritorial Use Licensee may access and use the Licensed Materials outside of the United States and its territories as expressly permitted in an applicable Schedule, but only in connection with GRANT OF RIGHTS AND IMPOSITION OF OBLIGATIONS properties located in the United States and its territories. However, in no event may Licensee access or use NPI outside of the United States. Licensee represents and warrants that any access and use of the Licensed Materials outside the United States will comply with all applicable foreign and domestic laws, and Licensee will indemnify and hold Xxxxxx Xxx harmless from all Xxxxxx Mae Losses that are based on or result from its access and use of the Licensed Materials outside of the United States (for SF Lenders, in accordance with the indemnification procedures set forth in the Selling Guide and for all other licensees in accordance with the indemnification procedures set forth in Appendix A). Schedule(s) A Schedule is effective when (a) Licensee accepts the terms and conditions and (b) Xxxxxx Xxx makes a Licensed Application referenced in the Schedule available to Licensee. Licensee accepts the terms and conditions of a Schedule on the earlier of the date that (a) it signs the Schedule or (b) it first uses a Licensed Application referenced in the Schedule. Unauthorized Representations Licensee must not make any statements: (a) that purport to be or might reasonably be construed to be made on behalf of Xxxxxx Mae or its Third‐Party Licensors, (b) that Xxxxxx Xxx endorses Licensee’s products or services, or (c) regarding the capabilities of the Licensed Application other than those made by Xxxxxx Mae or its Third‐Party Licensors in the most recent version of the documentation. Additional Provisions  In performing under this Agreement, SF Lenders must comply with all provisions of the Selling Guide relevant to:  Confidentiality of Information  Indemnification  Indemnification procedures  Compliance with laws  Authority  Nonpublic personal information  Data breaches and procedures in the event of data breaches  Trade name and trademarks  Assignment  Governing law o Severability  If Licensee is not an SF Lender, it must comply with all terms set forth in Appendix A.