Agmt15 Scheidt & Bachmann USA, Inc.

Browse Search

Exhibit D Software License Agreement Section 1. S&B grants to the Customer an irrevocab(e, perpetual, non-exclusive, non- transferable(other than to Affiliate), fully paid—up right and license to use,display,copy and maintain the entervo software (isted in Exhibit B to the Master Agreement, including any software updates, bug fixes and security patches provided pursuant to Exhibit C, and any related written manuals and instructions ("S&B Licensed Materials"), limited to the Customer's internal business purposes,which may include the right to make backup copies and to use the software at unlimited workp(aces ("S&B License"). All software and patent rights shall remain in S&B's property. This license shall be limited to the scope of the Agreement. S&B reserves the right to reject disclosure of software development information as far as it is a business secret. Section 2. For the avaidance of doubt, the S&B License only extends to the object code and not the Sowce Code of the S&B Licensed Materials, but without prejudice to any formulas, scripts, macros or other non-compiled or interpreted code which is supplied as part of the S&B Licensed Materials. Section 3. Except to the extent otherwise expressly permitted by the S&B License, the Customer must not modify, edit, reverse engineer, decompile, disassemble, create derivative works or copy (except for the copies permitted by the S&B License) the S&B Licensed Materials, save solely for the purposes expressly permitted by law, and the Customer agrees to exercise due diligence in protecting the delivered S&B Licensed Materials from modification. Section 4. If any moditications are made by the Customer or any third party, other than permitted modifications,to any software forrr►ing part of the delivered S&B Licensed Materials during the term of S&B's software warranty and/or maintenance obligations without S&B's prior written consent, S&B's warranty become immediately void. Furthermore, S&B shall not be responsible for updating, maintaining, escrowing, troubleshooting, or documenting any software that has been modified as above. S&B is not responsible under warranty and maintenance provisions for modifications to such software made by the Customer or any third pariy, through operator errar ar not in accardance with system documentation. Section 5. The Customer shall not sub-license, transfer, sell or assign any of the rights granted under the S&B License or thesc Software License Conditions without the approval of S&B (not to be unreasonably withheld). Section 6. Third Party Software and Third Party Documentation [n relation to any Third Party Software and Third Party Documentation ("Third Party Mat�rials"), S&B agrees as follows: Section 6.1 S&B agrees to use reasonable endeavours to obtain all requisite licenses to Third Party Software and Third Party Documentation as required under the Master Agreement ("Third Party Licenses"), and in particular S&B shall use reasonable endeavours to pracure Third Party Licenses that are perpetual and that pennit the Third Party Software to be installed and used as pari of the PARCS System provided by S&B to thc; Customer. However, it is acknawledged by the Customer that this obligation of S&B shall be subject ta availability of Third Party Licenses to S&B from timc to time. REV:09-10-15 VR Page 59 of 61 ATTY/AGR.2015217/Scheidt& Bachmann USA, Inc. Parking Garage Equipment