Xxxxx Software. Xxxxx and its licensors are the sole owners of the Xxxxx Software and the SaaS Services and of all copyright, trade secret, patent, trademark and other intellectual property rights in and to the Xxxxx Software and the SaaS Services (including any modifications or improvements made to the Xxxxx Software or Xxxxx Platform in the course of providing any services hereunder), and this Agreement does not provide Customer with title to or ownership of the Xxxxx Software, the SaaS Services, or any copies or modifications thereof, but only a right of limited, remote use under the terms and conditions of this Agreement. In addition to the restrictions set forth in Section 2.2, Customer shall not access, attempt to access, copy, modify, reverse engineer, nor interfere with the Xxxxx Software, the SaaS Services or Robin’s computer systems except as permitted by the functionality of the Xxxxx Software accessed via the Internet.
Xxxxx Software. The XXXXX software licensed to Customer hereunder is licensed on a Concurrent User License basis. If, at any time, Pearson later permits Customer to increase the number of concurrent users that may use such Licensed Product, such additional licenses shall also be subject to the terms and conditions of this Agreement (unless Pearson provides new terms and conditions to Customer at the time such additional licenses are granted, in which case such new terms and conditions shall apply). SUPPORT AND SERVICES POLICIES These Support and Services Policies (“Policies”) supplement the terms of the Licensed Product Agreement between Pearson and Customer to which they are attached. Capitalized terms not defined in these Policies shall have the same meanings ascribed to them elsewhere in the Agreement.
Xxxxx Software. Use of the Software is governed by these Terms. Xxxxxx.Xxxxx delivers the Software via download and Xxxxxx.Xxxxx will not provide you with any tangible copy of the Software. Subject to your compliance with the Terms, Xxxxxx.Xxxxx grants you a non-assignable, non-transferable, non-sublicensable, revocable, and non-exclusive license to use the Software on computers you own or control solely for your personal or internal business purposes. Because the Software is locally installed, you are responsible for the security of the device on which it is installed, including ensuring that you keep anti-virus software current and otherwise protect the device on which the Software is installed against malware. Xxxxxx.Xxxxx is not responsible for any loss or damages – including loss of funds or lockout from accounts accessed via the Software – resulting from your failure to keep the device on which the Software is installed safe and free of any malware. Xxxxxx.Xxxxx cannot recover passwords or unlock account information stored on the Software in any circumstances, including if the Software is compromised by malware on your computer, and it is your sole responsibility to take all reasonable precautions to secure and backup your copy of the Software and the information stored on it.
Xxxxx Software. [Vault]11 the 5th Circuit Court refused to enforce the terms of a licence agreement because some terms of the agreement were preempted by federal copyright and patent law. At the district court level, it was stated that the shrinkwrap licence was a contract of adhesion that was only enforceable if the Louisiana statute, explicitly validating the shrinkwrap licence, was valid and not preempted by federal copyright law. The Court concluded the Louisiana statute was not valid, at least to the extent that its provisions were contrary to federal copyright policy on the prohibition of copying for any purpose and prohibition on reverse engineering. More recently, in ProCD, Inc. x. Xxxxxxxxxx, [ProCD]12 it was held that a shrinkwrap licence was binding on the purchaser. In this case, the purchaser had notice of the licence terms as there was a disclaimer on the outside of the box indicating the transaction was subject to a software licence. Under the terms contained inside the box, the purchaser had a right to return the software if the terms were unacceptable. The Court noted that shrinkwrap licences are enforceable as a general matter unless their terms are objectionable on grounds applicable to contract, such as violation of a rule of positive law or unconscionability. There remains little doubt that EULAs can be enforced by courts subject only to substantive contract law. An agreement may be unenforceable if it breaches the established rules of contract law, such as unconscionability.13 Clearly, questions remain about the enforceability of properly drafted shrinkwrap, clickwrap and browsewrap agreements, although many jurisdictions have upheld their enforcement. For the time being, browsewrap and shrinkwrap 10 939 F.2d 91 (3rd Cir. 1991). 11 847 F.2d 255 (5th Cir. 1988) [Vault].
Xxxxx Software. To the extent permitted by the licenses or leases in respect of the Xxxxx Third Party Software, but without limiting Xxxxx’x obligations under Article 17 and the provisions of Section 3.11, Xxxxx hereby grants to PSC, at no cost to PSC, solely to provide the Services, a non-exclusive, non-transferable right to (1) use, (2) copy for archival purposes or as may otherwise be required by this Agreement and (3) modify the Xxxxx Software; provided, however, that PSC may not decompile, disassemble or otherwise reverse engineer the Xxxxx Software in any manner. As of the Effective Date, Xxxxx shall, at no cost to PSC, provide PSC with access to the Xxxxx Software in the form in use by Xxxxx as of the Effective Date. Subject to Section 14.07 and Article 25, PSC may sublicense to PSC’s subcontractors the right to have access to and operate the Xxxxx Software as may be necessary in connection with the provision of the Services. PSC shall not purge source code to any Xxxxx Software without the prior written consent of THC. Except as otherwise agreed by the Parties, rights granted to PSC in this Section 16.01 shall expire upon the later of the expiration or the termination of this Agreement for any reason or the expiration of the Termination Assistance Period.
Xxxxx Software. (a) Subject to the terms and conditions of this Agreement, Xxxxx hereby grants to SAVVIS a non-exclusive, non-transferable (except as set forth in Section 37.1), non-sublicensable (except as set forth in this Section 20.1), limited, revocable right to operate the Xxxxx Software set forth on Schedule P and, to the extent permissible under any applicable third party agreements, the Xxxxx Third Party Software, solely for the purpose of providing and solely to the extent necessary to provide the Services to Xxxxx hereunder. SAVVIS will, except as permitted by law, refrain from taking any steps to modify, reverse assemble, reverse engineer, reverse compile or otherwise derive a Source Code version of the Xxxxx Software and/or Xxxxx Third Party Software for which rights are granted under this paragraph. The Xxxxx Software and Xxxxx Third Party Software shall at all times remain the sole and exclusive property of Xxxxx or its suppliers.
Xxxxx Software. Licensee's use of the ----------------------------------------- XXX.Xxxxx Software is subject to the following additional terms and conditions:
Xxxxx Software
