Under this Agreement You can acquire Products, Professional Services and Support Services. All Products and Support Services will be identified on our order form that We refer to as Order Form (“Order”) and Professional Services will be specified in a Statement of Work (“SOW”). Each Order and each SOW is a separate contractual commitment and must be signed by both You and Us. We or our own local affiliates will also honour any legal Order executed by your Affiliates. “Affiliates” is any corporation or other business entity which controls, is controlled by or is under common control with a party through the ownership of more than fifty percent (50%) of the outstanding voting stock of the controlled corporation or more than fifty percent (50%) of the equity interests of a non-corporate entity.
When You sign an Order, We grant You and Your Affiliates a non-exclusive, non-transferable, non-sublicensable and subscription license to use, in object code format, the Software identified in the Order and any updates provided under Support Services, subject to the terms of this Agreement and the Order. Any references to a “sale” or a “purchase” of the Products in this or any other document means “license” in accordance with the terms contained in this Agreement.
For each copy of the Software licensed, You may only install one (1) copy of the Software. Except for a reasonable number of backup copies of the Software, You can’t copy the Software. All titles, trademarks and copyright a restricted notices must be reproduced in any copies. If You install updates to Software made available under Support Services, You must uninstall and cease use of all previous versions of the Software, so that Your actual use and deployment of theSoftware corresponds to the quantities that You actually licensed and paid for.
If You would like to deploy Cloud Services, We grant You and Your Affiliates a non-exclusive, non-transferable, worldwide right to authorize individuals solely within Your and Your Affiliates’ organization (“Users”) to access or exchange data via the Cloud Services during the Term (as defined in Section 8 below), but only for Your own internal business purposes and subject to the terms and conditions of this Agreement and terms associated with the specific Cloud Services contained in the Order and applicable schedule(s). We are not responsible for web pages or servers that are not owned or controlled by Us, even if linked to (including via application programming interfaces) the Cloud Service. We do not endorse any sites on the Internet that are linked through the Could Service; such links are provided to You and your Users only as a convenience. In addition, certain third-party providers of ancillary software, hardware or services may require Your agreement to additional or different licence or other terms prior to Your or Your Users’ use of or access to such software, hardware or services. Cloud Services offerings may include a limited-use subscription toon-premise Software as described in the applicable schedule(s) and use of such Software must comply with all license terms. Under no circumstances may the Cloud Services be used for any illegal or illicit purpose in any geography where the Cloud Services are used. You must: (i) protect the secrecy of Your authorized user IDs and passwords; (ii) notify Us immediately of any unauthorized use of any user ID or password or any other known or suspected breach of security; and (iii) report to Us immediately and use reasonable efforts to stop any copying or distribution of content not authorized by Us. You agree that anyone who inputs a valid user ID and password will be deemed an appropriate User unless and until You notify Us otherwise in writing. Any individual User who has violated this Section may have its account suspended.
Use of the Products shall be limited to the data processing and computing needs of You and Your Affiliates. You cannot make the Products available to unauthorized third parties. The Products may not be used for outsourcing or service bureau purposes or otherwise processing third party data for the benefit of any third party, unless permitted in the Agreement or any Order. You cannot relicense, rent or lease the Products for their-party training or commercial time-sharing. You agree that you will not distribute, sell, sublicense, subcontract or otherwise transfer copies of or rights to the Products or any portion thereof, and shall not use the Products except as expressly permitted hereunder. No third-party software that is provided with the Products may be used independently from the Products. Unless otherwise mutually agreed in writing and except to the extent required to obtain interoperability with other independently created software or as specified by law, You agree to not adapt, translate, reverse engineer, decompile or otherwise derive the source code for Products or any of the related features of the Products or to allow third parties to do so. You cannot use the Products for benchmarking or other competitive purposes.
You do have the right to sublicense the use of the Products to external service provider(s) (“Service Provider(s)”) solely for purposes of providing outsourcing services for Your benefit and solely for the duration of such outsourcing services. The rights accorded to the Service Provider shall be those permitted in the Agreement and any Order, and no duplication of the quantities of Products purchased is permitted. You are fully responsible for the Service Provider’s use of the Products in accordance with the terms of the Agreement and any Service Provider breach of the Agreement.
We own all proprietary rights, including all patent, copyright, trade secret, trademark and all other proprietary rights, in and to the Products and any corrections, bug fixes, enhancements, updates or other modifications and derivatives, including custom modifications, to the Software and all other deliverables. We reserve all rights not expressly granted to You.
Unless otherwise agreed in the Order, the Customer grants imBee and its Affiliates an irrevocable right to make (direct and indirect) references to Customer, and display its logo, in the course of its marketing and promotional activities, including but not limited to publications, press release and/ or articles in media, success stories in online and printed publications, references in discussions with journalists, customers and business partners as well as the visual and content representation on imBee’s website or in any public events, such as industry fairs, seminars and conferences etc.