2.1 License and Authorization Key Document, and Affiliate Usage.
Audax shall issue Customer a License and Authorization Key document via e-mail, fax, postal mail, or courier (e.g., FedEx, UPS, DHL) that sets forth the specific Licensed Software and the specific number of Concurrent Authorized Users and Serial Number and Authorization Code associated with the Licensed Software (the “License and Authorization Key document”). The License and Authorization Key document is hereby incorporated by reference into this Agreement. Affiliates of Customer may use and access the Licensed Software in accordance with this Agreement. Customer is responsible for their compliance with this Agreement.
(i) Network Concurrent Authorized-User License Grant — Licensed Software.
This Section 2.2(b)(i) applies only to a Customer whose License and Authorization Key document issued by Audax specifies the “License Type” as “Network”. Subject to the terms and conditions of this Agreement, Audax grants to Customer a non-assignable, non-transferable license, without the right to sublicense, to use the Licensed Software, in object-code form only, within a single local geographic location or physical site solely for Customer’s internal business, research, or educational purposes. Customer is authorized by Audax to install the Licensed Software on an unlimited number of machines within Customer's local area network and connect them on a concurrent license file.
(ii) Customer Obligations.
Customer is responsible for managing the usage of the Licensed Software to ensure that such usage does not exceed the specific number of Concurrent Authorized Users for which Customer has paid the applicable License Fee. Customer may add additional Concurrent Authorized Users to Customer’s account for the Licensed Software by placing an order with Audax or an Authorized Reseller.
2.3 Third-Party Software.
The Third-Party Software is subject to various other terms and conditions imposed by the licensors of such Third-Party Software. A list of the applicable Third-Party Software license terms is located on the AudaxCeph website located at http://www.audaxceph.com/axceph/3rd-party-software/ and provided by the Audax Command, copyright. Customer’s use of the Third-Party Software is subject to, and governed by, the specified Third-Party license terms, except that this Section 2.3 (Third-Party Software) and Section 4 (Limited Warranty) and Section 8 (Limitation on Liability) of this Agreement also govern Customer’s use of the Third-Party Software. Customer agrees to comply with such Third-Party license terms.
2.4 Serial Number and Authorization Code.
Audax shall issue to Customer a Serial Number and Authorization Code in the License and Authorization Key document for each copy of the Licensed Software. Customer is entirely responsible for any and all activities that occur under Customer’s account and all charges incurred from use of the copy of the Licensed Software assigned by Serial Number and Authorization Code to Customer (e.g., maintenance, support, or license or subscription fee charges). The Licensed Software shall be deemed accepted upon Audax’s delivery of the Authorization Code to Customer by Audax or an Authorized Reseller.
2.5 License to Audax Enhancements.
Subject to the terms and conditions of this Agreement, Audax grants to Customer a non-assignable, non-transferable, royalty-free license, without the right to sublicense, to use the Audax Enhancements solely with the Software for Customer’s internal business, research, or educational purposes. In addition, subject to the terms and conditions of this Agreement, Audax grants to Customer a non-assignable, non-transferable, royalty-free license to modify, reproduce, and distribute the Audax Enhancements to create Customer Enhancements solely for use with the Software. Customer may distribute the Customer Enhancements to third parties either at no charge or for a fee. THE AUDAX ENHANCEMENTS ARE PROVIDED TO CUSTOMER ON AN ‘AS IS’ AND ‘WHERE IS’ BASIS AND WITHOUT WARRANTY OF ANY TYPE OR KIND. AUDAX AND ITS THIRD PARTY LICENSORS HEREBY EXPRESSLY DISCLAIM AND EXCLUDE ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE AUDAX ENHANCEMENTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
2.6 License to Customer Enhancements.
If Customer submits Customer Enhancements to Audax or makes Customer Enhancements generally available for modification, use or distribution without charge by third parties, Customer grants to Audax a perpetual, irrevocable, transferable, royalty-free license to modify, reproduce, and distribute the Customer Enhancements, with the right to sublicense through multiple tiers of distribution. THE CUSTOMER ENHANCEMENTS ARE PROVIDED TO AUDAX ON AN ‘AS IS’ AND ‘WHERE IS’ BASIS AND WITHOUT WARRANTY OF ANY TYPE OR KIND. CUSTOMER HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE CUSTOMER ENHANCEMENTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
Customer shall not, nor permit any person (including any Authorized User) to: (i) reverse engineer, reverse compile, decrypt, disassemble, or otherwise attempt to derive the source code of the Licensed Software (except to the extent that this restriction is expressly prohibited by law); (ii) modify, translate, or create derivative works of the Licensed Software; (iii) sublicense, resell, rent, lease, distribute, market, commercialize, or otherwise transfer rights or usage to the Licensed Software (except as expressly permitted under this Agreement); (iv) remove, modify, or obscure any copyright notices or other proprietary notices or legends appearing on or in the Licensed Software, or any portion thereof; (v) transfer, use, or export the Licensed Software in violation of any applicable laws, rules, or regulations of any government or governmental agency; (vi) use the Licensed Software or any system services accessed through the Licensed Software to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of a business, institution, or other entity, including, without limitation, exposing the business, institution, or other entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorized component; or (vii) embed the Licensed Software in any third-party applications, unless otherwise authorized in writing in advance by an officer of Audax.
Audax shall retain all right, title, and interest, including all intellectual property rights, in and to the Licensed Software, Audax Enhancements owned by Audax and Documentation provided by Audax to Customer under this Agreement. Customer will not remove, alter, or destroy any form of copyright notice, proprietary markings, or confidential legends placed upon or contained within the Licensed Software, Audax Enhancements or Documentation, or any component thereof.