d.Transfer Rights. The Software will be installed initially on Licensee's Designated Computer(s) set forth in Exhibit A. Licensee may thereafter transfer the Software to another one of its computers of the same machine architecture, provided that the Software is installed on one (1) Designated Computer at a time, b) is covered under a current maintenance support plan with ADIC, and c) provides ADIC with written notice thirty (30) days prior to the transfer. If Licensee transfers the Software to a machine of a different architecture, Licensee may be subject to a transfer fee.
e.US Government Rights. If the Licensee is the United States government, Licensee understands and agrees that ADIC Software and documentation are provided as "Commercial Items" as defined at 48 CFR 2.101 and are being licensed to U.S. Government end users consistent with 48 CFR 12.212.
Price and Payment
Licensee will make payment to ADIC for the Software license pursuant to those fees set forth in the agreement of the parties. The Licensee must pay any such fees within thirty (30) days of the date of ADIC's invoice.
Software Ownership and Protection
a.ADIC's Warranty. ADIC warrants that it is the owner of the Software and all portions thereof, except for any embedded third party software for which ADIC holds a license that is not inconsistent with the license granted under this agreement, and that it has the right to modify the Software and to grant this License for its use.
b.Title to Software. The Software and all copies thereof (except for any embedded third party software) are proprietary to ADIC and title thereto remains in ADIC. All applicable rights to patents, copyrights, trademarks, trade secrets or other proprietary rights in the Software and any modifications made at Licensee's request are and will remain in ADIC.
c.Restrictions. Licensee will not itself or permit others to:
i.sell, sublicense, transfer, publish, disclose, display, provide access via a network or otherwise make or allow available the Software or any copy thereof, in any form whatsoever, to others;
ii.remove, obscure, or alter any copyright, trade secret, trademark, patent or other proprietary rights notice affixed to or displayed on the Software or Documentation or affixed to or printed on any of its factory packaging;
iii.modify, merge with other programs or translate any portion of the Software into any other assembly or foreign language; and
iv.
e.Protections. Licensee agrees to secure and protect the Software, the Documentation and copies thereof in a manner consistent with ADIC's rights therein and to take appropriate action to satisfy its obligations in this Article by instruction or agreement with its employees, agents, subcontractors or others who are permitted access to the Software. All programs or copies developed by or for the Licensee in violation of this License, including translations, compilations, partial copies with modifications and
f.Responsibility. Licensee has sole responsibility for use of the program and any information entered, used, or stored thereon. This responsibility includes protection of data from modification, destruction, or disclosure, and for the accuracy and integrity of the results from improper use. ADIC assumes no responsibility for Licensee's negligence or failure to protect data from modification, destruction, or disclosure.
iv | Advanced Digital Information Corporation Software Licenses Agreement |
