Product And Services Agreement
Software License Terms
These Software License Terms govern Buyer’s use of any Software licensed by ibml under the Agreement and constitute a binding contract between Buyer and ibml. Buyer’s use of any Software is at all times subject to the terms and conditions outlined in these Software License Terms, which incorporate by reference all other terms and conditions governing Buyer’s use of the Products, as described in the Contract Terms.
1. License; Additional Services.
(a) License Grant. ibml hereby grants Buyer a perpetual (unless terminated in accordance with the Standard Terms), non-exclusive, non-sublicensable, and non-transferable (except as expressly authorized or permitted by the terms of the Agreement) License during the License Term to: (i) use the Software, including any updates, bug fixes, patches, or other error corrections to the Software that ibml provides to Buyer pursuant to this Agreement, solely for Buyer’s internal business purposes; and (ii) use and make a reasonable number of copies of the Documentation solely for Buyer’s internal business purposes in connection with Buyer’s use of the Software. Buyer may make one copy of the Software solely for back-up, disaster recovery, and testing purposes. Any such copy of the Software: (x) remains ibml’s exclusive property; (y) is subject to the terms and conditions of this Agreement; and (z) must include all copyright or other proprietary rights notices contained in the original.
(b) Use Restrictions. Buyer shall not use the Software or Documentation for any purposes beyond the scope of the License granted in these Software License Terms. Without limiting the foregoing and except as otherwise expressly set forth in these Software License Terms, Buyer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the Documentation; or (v) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(c) Reservation of Rights. ibml reserves all rights not expressly granted to Buyer in these Software License Terms. Except for the limited rights and licenses expressly granted under these Software License Terms, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Buyer or any third party any intellectual property rights or other right, title, or interest in or to the Software.
2. Buyer Responsibilities. Buyer is responsible and liable for all uses of the Software and Documentation resulting from access provided by Buyer, directly or indirectly, whether such access or use is permitted by or in violation of these Software License Terms. Without limiting the generality of the foregoing, Buyer is responsible for all acts and omissions of any of its Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Software License Terms if taken by Buyer will be deemed a breach of these Software License Terms by Buyer. Buyer shall take reasonable efforts to make all Authorized Users aware of these Software License Terms as applicable to such Authorized User’s use of the Software and shall cause Authorized Users to comply with such terms.
3. Acceptance Testing. The Software shall be tested in accordance with the acceptance testing procedures set forth in the Standard Terms.
4. Maintenance and Support Services. Buyer may purchase and, if purchased, ibml will provide Buyer with the Software Support Services described in the Software Support Terms.
5. Inspection. Upon written request, ibml, at its expense, may enter the premises of Buyer during the normal business hours of Buyer for the purpose of examining compliance by Buyer with these Software License Terms. Buyer shall use reasonable efforts to assist ibml in any such inspection activities.
6. Intellectual Property Ownership; Feedback.
(a) Intellectual Property Ownership. Buyer acknowledges that, as between Buyer and ibml, ibml owns all right, title, and interest, including all intellectual property rights, in and to the Software and the Documentation.
(b) Feedback. If Buyer or any of its employees or contractors sends or transmits any Feedback to ibml by mail, email, telephone, or otherwise, ibml is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Buyer hereby assigns to ibml on Buyer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and ibml is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although ibml is not required to use any Feedback.
7. License Term. The Software License commences on the Effective Date and will remain in effect in perpetuity, unless and until terminated earlier pursuant to any of the Agreement’s express provisions (the “License Term”).
8. Export Regulation. The Software may be subject to export control laws of various countries, including the US Export Administration Act and its associated regulations. Buyer shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Buyer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the jurisdiction(s) in which the Software was obtained.
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