a. User acknowledges that the Software and its
structure, organization, and source code constitute valuable trade secrets of Licensor.
Accordingly, User agrees not to (i) copy, perform, distribute, modify, adapt, alter,
translate, or create derivative works from the Software; (ii) merge the Software
with other software; (iii) sublicense, lease, rent, or loan the Software to any
third party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt
to derive the source code for the Software; or (v) otherwise use the Software except
as expressly allowed in this Agreement.
b. User shall comply with all applicable export
and import control laws and regulations in its use of the Software and, in particular,
User shall not export or re-export the Software without all required United States
and foreign government licenses. User understands that access and use of the Software
from outside the United States may constitute export of technology and technical
data which may implicate export regulations and/or require export license.
c. Licensor retains exclusive ownership of all
worldwide copyrights, trade marks, service marks, trade secrets, patent rights,
moral rights, property rights and all other industrial rights in the Software and
documentation, including any derivative works, modification, updates, or enhancements.
All rights in and to the Software not expressly granted to User in this Agreement
are reserved by Licensor. Nothing in this Agreement shall be deemed to grant, by
implication, estoppel or otherwise, a license under any of Licensors existing or
d. The Software and documentation are "Commercial
Items," as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial
Computer Software" and "Commercial Computer Software Documentation,"
as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable.
Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as
applicable, the Commercial Computer Software and Commercial Computer Software Documentation
are being licensed to U.S. Government end users (a) only as Commercial Items and
(b) with only those rights as are granted to all other end users pursuant to the
terms and conditions herein. Unpublished-rights reserved under the copyright laws
of the United States. For U.S. Government End Users, Company agrees to comply with
all applicable equal opportunity laws including, if appropriate, the provisions
of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment
Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act
of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250,
and 60-741. The affirmative action clause and regulations contained in the preceding
sentence shall be incorporated by reference in this Agreement.
e. User shall not use the Software in any way
that violates any local, state, federal or law of other nations, including but not
limited to the posting of information that may violate third party rights, that
may defame a third party, that may be obscene or pornographic, that may harass or
assault others, that may violate hacking or other computer crime regulations, etc.
Licensor does not monitor or edit any transmissions, postings, routings or other
materials which User may send, post, route, transmit or otherwise move through or
with the Software.