2. LICENSE GRANT
2.1 The Supplier grants to the End User a non-exclusive, non-transferable, non-sublicensable, revocable, limited subscription-based license for the Subscription Period, to access the Services and to use the Software for the End User’s business purposes and other purposes set out in this Agreement within the Territory (“Permitted Purposes”), including any Updates, that may be provided to the End Users by the Supplier from time to time, as and when available (“License”), but excluding any new Software features or substantial additional functionality for which the Supplier, in its sole discretion, generally may charge licensees additional charges.
2.2 In relation to the scope of use, use of the Software shall be restricted to use of the Software in object code form only and as set out in the Order Form for the purpose of processing the End User's data for the normal business purposes of the End User (which shall not include allowing the use of the Software by, or for the benefit of, any person other than any employee of the End User).
2.3 The End User may not use the Services, Software, Abagy Solution or Abagy Offline Solution other than as specified in Section 2.1 and Section 2.2 without the prior written consent of the Supplier, and the End User acknowledges that additional fees may be payable on any change of use approved by the Supplier.
2.4 The End User may not use any such information provided by the Supplier or obtained by the End User to create any software whose expression is substantially similar to that of the Services, Software, Abagy Solution or Abagy Offline Solution nor use such information in any manner which would be restricted by any copyright subsisting in it.
2.5 The End User shall not permit any third party to obtain access to the Services, Software, Abagy Solution or Abagy Offline Solution. The End User shall not permit any third party to:
(a) rent, transfer, lease, sub-license, assign or novate the benefit or burden of or otherwise distribute for re-sale the License, the Services, Software, Abagy Solution or Abagy Offline Solution, in whole or in part;
(b) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, Software, Abagy Solution and Abagy Offline Solution, source code, structure, algorithms or ideas underlying them;
(c) modify translate, or create derivative works based on the Services, Software, Abagy Solution and Abagy Offline Solution;
(d) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party;
(e) allow the Services, including the Software, Abagy Solution and Abagy Offline Solution to become the subject of any charge, lien or encumbrance;
(f) deal in any other manner with any or all of its rights and obligations under this Agreement; and/or
(g) authorize, permit, aid or abet, assist or otherwise allow or purport to allow any third party to do any of the acts set out in this Section 2.5.
2.6 The Supplier reserves all rights not expressly granted herein.
2.7 The End User confirms that it is acting on its own behalf and not for the benefit of any other person.
2.8 The End User shall:
(a) be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”);
(b) be responsible for maintaining the security of the Equipment, Personal Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Personal Account or the Equipment with or without the End User’s knowledge or consent;
(c) ensure that the Software is installed and maintained on designated equipment only in accordance with the Technical Requirements;
(d) keep a complete and accurate record of the End User's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time;
(e) notify the Supplier as soon as it becomes aware of any unauthorized use of the Services, Software, Abagy Solution and Abagy Offline Solution by any person;
(f) pay, for broadening the scope of the licenses granted under the License to cover the unauthorized use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorized use on the date when such use commenced from such date to the date of payment; and
(g) take appropriate actions to protect the Services, Software, Abagy Solution and Abagy Offline Solution from unauthorized copying, modification or disclosure by its users and other third parties.
2.9 The End User shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this License, Services, Software, Abagy Solution and Abagy Offline Solution for the purposes of ensuring that the End User is complying with the terms of the License, provided that the Supplier provides reasonable advance notice to the End User of such inspections, which shall take place at reasonable times.
2.10 The Supplier shall use reasonable commercial efforts to:
(a) give the End User access to the Services using the activation process set out in Section 3;
(b) provide the End User with a Personal Account during the Subscription Period which the End User must use to access the Software;
(c) provide the End User with the Documentation and information necessary to use the Software for its functional purpose;
(d) provide the relevant Updates of the Software as and when they become available;
(e) install, at the expense of the End User, the relevant software module of the Abagy Solution on the local computer of the End User that makes up a part of the End User’s Robotic Cell;
(f) offer training via a range of methods including webex, face to face and telephone sessions, where the End User has requested the same from the Supplier; and
(g) provide the End User with reasonable Support Services.