Ti	=	Software Licence and Related Matters
1.Ti	=	License Grant
1.0.sec	=	Subject to the terms and conditions of this {_Agreement} and provided that {_Customer} has paid the applicable fees, {_Manufacturer} hereby grants {_Customer} a limited, personal, non-sub-licensable, non-transferable (except to any {_Customer_Affiliate} that agrees in writing to all of the terms and conditions of this {_Agreement}), nonexclusive license, during the applicable {_License_Term}, to:
1.1.sec	=	install, access, and use the applicable {_Software} (in object code format only) solely for {_Customer}’s (and/or any {_Customer_Affiliate}’s) internal business purposes and solely in accordance with the applicable {_Documentation},
1.2.sec	=	access, use, and reasonably reproduce the {_Documentation} except those excluded in {SoftwareLicense.Xref}.3.
1.00.sec	=	The license granted herein with respect to specific {_Software} shall remain effective until terminated or until the applicable {_License_Term} expires, whichever is earlier.
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2.Ti	=	Additional Use Rights
2.0.sec	=	{_Customer} shall exercise the foregoing license rights solely for {_Customer}’s internal business use.
2.1.sec	=	Subject to the foregoing, the specific {_Software} licensed to {_Customer} under this {_Agreement}, including the number of licenses issued and the term of any applicable license or subscription, as applicable, will be identified on the applicable {_Purchase_Order}.
2.2.sec	=	{_Customer} may use each licensed copy of the {_Software} that is provided on or with any Hardware (including {_Equipment}) only as embedded in or for execution on that specific unit of Hardware (including {_Equipment}), or replacement thereof, owned or leased by {_Customer}.
2.3.sec	=	In case the {_Customer} wants to sell the hardware here the software is embedded upon, the {_Customer} has the explicit right to transfer the embedded software to the purchaser of the hardware.
2.4.sec	=	{_Customer} may also copy and maintain a reasonable number of copies of the applicable {_Software} on its systems (excluding any {_Software} provided on or embedded in any Hardware, including {_Equipment}) solely for backup and archival purposes. Without granting any additional licenses hereunder, {_Customer} may authorize its Affiliates, its contractors and outsourcers to access, use or operate the {_Products} solely on {_Customer}’s behalf and for {_Customer}’s internal business purposes, provided that {_Customer} remains responsible for such third parties’ use of the {_Products} and compliance with the terms and conditions of this {_Agreement}, and any breach of this {_Agreement} by any such third party will be deemed a breach of this {_Agreement} by {_Customer}.
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3.Ti	=	Restrictions
3.0.sec	=	As a condition of the license granted in {SoftwareLicense.Xref}.1, {_Customer} shall not, and shall not authorize or permit any other person or entity (including {_Customer_Representatives}) to, directly or indirectly:
3.1.sec	=	copy or use any {_Software} or any portion thereof (except as expressly authorized by this {_Agreement}), modify any {_Software} or any portion thereof (except as expressly permitted under the applicable {_Documentation}), or distribute, sell, license or otherwise provide any {_Product} or any portion thereof to third parties except to {_Customer_Representatives} as expressly provided herein;
3.2.sec	=	reverse engineer, disassemble, decompile (except for decompilation for interoperability purposes with the {_Customer}’s platforms), decrypt or attempt to discover the source code (or other human-readable form), structure, or sequence and organization of any {_Product} (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited);
3.3.sec	=	obscure, alter, remove, or destroy any proprietary markings, restrictive legends, or intellectual property notices on any {_Product};
3.4.sec	=	access or use any {_Product} for purposes of designing or developing a competing product or service;
3.5.sec	=	use any {_Software} or any portion thereof in excess of the feature set(s), {_License_Term}, {_Licensed_Count}, server counts, site(s), and/or other restrictions/limitations described in this {_Agreement} or in the applicable {_Purchase_Order};
3.6.sec	=	use any {_Software} or any portion thereof on equipment, products, or systems not identified in the {_Documentation};
3.7.sec	=	create derivative works based upon any {_Software} or any portion thereof;
3.8.sec	=	use any {_Software} or any portion thereof in any way that is in violation of any applicable laws; or
3.9.sec	=	use any {_Software} or any portion thereof to perform services for third parties , whether on a service bureau, SaaS, time sharing basis or otherwise except as otherwise expressly provided herein; or
3.10.sec	=	release, publish, and/or otherwise make available to any third party the results of any performance, functional or security evaluation of any {_Software} or any portion thereof without the prior written approval of {_Manufacturer}; or
3.11.sec	=	defeat or circumvent any controls of any {_Software} or any portion thereof places on the number of users supported;
3.12.sec	=	recreate, in whole or in part, any database included within the {_Software} based on queries to such database; or
3.13.sec	=	unbundle any component of any {_Software}. {_Customer} agrees that it is liable and responsible for any action or inaction of the {_Customer_Representatives} that are in violation of the terms of this {_Agreement}.
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4.Ti	=	Leasing
4.sec	=	{_Customer} may use the {_Products} pursuant to a leasing arrangement whereby {_Customer} leases the {_Product} from an authorized third party; provided, however, that: (a) {_Customer} shall be the only party with the right to use the {_Products} under such leasing arrangement; (b) {_Customer} shall provide reasonable prior notice to {_Manufacturer}, prior to entering in to such leasing arrangement. {_Customer} acknowledges and agrees that the {_Software} (including its design and structure) and {_Documentation} constitutes trade secrets and/or {_Confidential_Information} of {_Manufacturer} or its licensors. Except as expressly permitted by this {_Agreement}, {_Customer} shall hold in confidence and shall not disclose, or permit access to any {_Software} or {_Documentation} in any form to any third party (excluding {_Customer_Representatives}) without {_Manufacturer}'s prior written consent. The {_Manufacturer} is providing a right to use (a license) to the {_Customer} under {SoftwareLicense.Xref}.1, and the {_Manufacturer} is not selling its intellectual property rights to the {_Customer}. As between the parties, all ownership rights with respect to the intellectual property rights in and to the {_Products}, and any copies or portions thereof, remain in {_Manufacturer} and its manufacturers and licensors. The {_Products} are protected by the French intellectual property laws (including copyright laws) and other applicable laws. Further details are described in Appendix 3.
5.Ti	=	{_Software} Features and Functionality
5.0.sec	=	If the {_Manufacturer} in any updates deletes features or functionality from any {_Manufacturer}-developed {_Supported_Software} without replacing it with the same or better and transfers the same to another product, the portion of the other product that contains the features or functionality in question, or the entire product, if such features and functionality cannot be separated out, will be provided, if and when available, at no additional license fee under the following conditions:
5.1.sec	=	{_Customer} is a current maintenance paying customer for the {_Software} licensed herein;
5.2.sec	=	{_Customer} is not in breach of any terms of this {_Agreement};
5.3.sec	=	the new product to which the functions have been transferred has no more differences in price, features, and functionality from the {_Customer}'s current version of {_Software};
5.4.sec	=	{_Customer} relinquishes all rights to use previous versions of the {_Software} following a reasonable, mutually agreed, transition; and
5.5.sec	=	{_Customer} pays any additional third party charges associated with the software, if any. If, however, the new product has more than minimal differences in price, features, and functionality, {_Customer} may still exercise this right provided that it agrees to pay an additional fee equal to the price that would be charged to other existing users of such {_Software} to migrate to the new software.
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6.Ti	=	Additional Licenses; Reporting
6.sec	=	If, at any time during a {_License_Term}, the {_Actual_Count} for specific {_Software} exceeds the then-current {_Licensed_Count} for such {_Software} or if {_Customer} wishes to increase the {_Licensed_Count} for specific {_Software}, {_Customer} shall promptly notify {_Manufacturer} (or its {_Authorized_Reseller}) and pay the applicable incremental license fees and any associated support and maintenance fees due, and after the applicable payment has been received, the {_Licensed_Count} for specific {_Software} shall be amended to reflect this change. Within ten (10) days of {_Manufacturer}’s or its {_Authorized_Reseller}’s written request, not more than once per calendar quarter, {_Customer} shall (i) complete and certify {_Manufacturer}’s {_Software} usage verification documentation; and (ii) provide {_Manufacturer} access to the relevant device and user inventory data showing the number and type of registered devices and an electronic copy of administrative usage logs generated by the specific {_Software}. Any such access shall be conducted during normal business hours and not unreasonably interfere with {_Customer}’s business. In addition, in connection with invoicing purposes, {_Customer} acknowledges that {_Manufacturer} may have access to information regarding {_Actual_Count} for specific {_Software}. {_Manufacturer} and/or its {_Authorized_Resellers} (to which {_Manufacturer} may disclose such information) may invoice {_Customer}, and {_Customer} shall pay any such valid invoice, if {_Manufacturer} (and/or its {_Authorized_Resellers}) learn that the {_Licensed_Count} is below the {_Actual_Count} for specific {_Software} after agreement with the {_Customer} and after a formal {_Purchase_Order}. Unless otherwise mutually agreed in writing, the fees charged to {_Customer} for the additional licenses, user counts (or device counts, if applicable) and services shall be based on the prices of this {_Agreement}.
7.Ti	=	{_Third_Party_Products}
7.sec	=	{_Manufacturer} resells licenses from certain third party software or services as identified on the applicable {_Price_List} (“{_Third_Party_Products}”), which products are subject to separate agreements or terms with the applicable third party suppliers (“{_Third_Party_Product_Terms}”) unless other terms are expressly set forth in applicable {_Third_Party_Product_Terms} for a specific {_Third_Party_Product}. {_Third_Party_Product_Terms} are available for review on at {Manufacturer.com/legal/thirdpartyterms.URL} (or other URL designated by {_Manufacturer}) or, if applicable, are negotiated and executed by and between the applicable third party supplier and {_Customer}. If {_Customer} purchases any {_Third_Party_Products}, {_Customer} acknowledges and agrees that it is bound by the applicable {_Third_Party_Product_Terms}. For purchases of {_Third_Party_Products} directly from {_Manufacturer}, the payment-related terms applicable to the {_Software} shall apply equally to the {_Third_Party_Products}. Except as otherwise expressly set forth in this {SoftwareLicense.Xref}.6, this {_Agreement} shall not apply to the {_Third_Party_Products} and {_Customer} acknowledges and agrees that The {_Manufacturer} disclaims all warranties, indemnities, obligations, and other liabilities in connection with any {_Third_Party_Product}. If support and maintenance is offered for a specific {_Third_Party_Product} and {_Customer} purchases directly from {_Manufacturer}, {_Manufacturer}’s sole and exclusive obligation is to distribute any applicable {_Third_Party_Product} error correction, update, upgrade and other release provided to {_Manufacturer} for customers purchasing support and maintenance and/or to provide any first-line technical support as described in {_Manufacturer}’s published documentation for such support and maintenance offering. In no event shall manufacturer’s liability arising out of or in connection with any third party product, however caused and under any theory of liability, whether in contract, statute, tort or otherwise, (i) exceed the amounts received by manufacturer for the applicable third party product and (ii) with respect to the support and maintenance services related thereto (if any), exceed any amounts received by manufacturer for the applicable support and maintenance services in the then-current term.
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8.Ti	=	Third Party Suppliers
8.sec	=	The {_Software} may contain or be provided with third party proprietary program, interfaces, firmware and other software licensed by {_Manufacturer} (“{_Third_Party_Components}”) or third party services that are made available through the {_Software} (“{_Third_Party_Services}”). In connection therewith, additional or different terms may be applicable as identified on {Manufacturer.com/legal/thirdpartyterms.URL} (or other URL designated by {_Manufacturer}) or otherwise made available to {_Customer} (which terms are hereby incorporated by reference herein). {_Customer} agrees to, and its usage and/or access of {_Third_Party_Components} and {_Third_Party_Services} is subject to, such terms. Any {_Third_Party_Services} are made available to {_Customer} subject to {_Customer} having currently purchased {_Support_and_Maintenance_Services} either from {_Manufacturer} directly or an {_Authorized_Reseller}; no additional fees shall be due or charged in connection with the provision of such {_Third_Party_Services}.
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