Managed Services
Software License Terms
These Software License Terms govern Customer’s access to and use of any Software licensed by ibml under the Managed Services and constitute a binding contract between Customer and ibml. Customer’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 Customer’s use of the Managed Services, as described in the Contract Terms.
1. License; Additional Services.
(a) License Grant. ibml hereby grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable (except as expressly authorized or permitted by the terms of the Agreement) license (“License”) during the Term of the Agreement to: (i) use the Software, including any updates, bug fixes, patches, or other error corrections to the Software that ibml provides to Customer pursuant to this Agreement, solely for Customer’s internal business purposes; and (ii) use and make a reasonable number of copies of the Documentation solely for Customer’s internal business purposes in connection with Customer’s use of the Software. Customer 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. Customer 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, Customer 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 Customer 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 Customer or any third party any intellectual property rights or other right, title, or interest in or to the Software.
2. Customer Responsibilities. Customer is responsible and liable for all uses of the Software and Documentation resulting from access provided by Customer, 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, Customer 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 Customer will be deemed a breach of these Software License Terms by Customer. Customer 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. Maintenance and Support Services. During the Term, ibml will provide Customer with the maintenance and support services described in the Software Support Terms.
4. Inspection. Upon written request, ibml, at its expense, may enter the premises of Customer during the normal business hours of Customer for the purpose of examining compliance by Customer with these Software License Terms. Customer shall use reasonable efforts to assist ibml in any such inspection activities.
5. Intellectual Property Ownership; Feedback.
(a) Intellectual Property Ownership. Customer acknowledges that, as between Customer 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 Customer 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. Customer hereby assigns to ibml on Customer’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.
6. Term.
(a) Term; Termination. The Software License commences on the Delivery Date and will remain in effect until expiration of the Term of the Agreement or earlier termination of the Agreement.
(b) Effect of Termination. Upon any expiration or termination of the Agreement (i) Customer will immediately cease using the Software and delete, destroy, or return all copies of the Software and Documentation and certify in writing to ibml that the Software and Documentation has been deleted or destroyed; and (ii) ibml will immediately cease providing any Software Support Services to Customer.
7. Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer 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. Customer 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 US.
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