The Customer agrees that, notwithstanding its rights to use the Software in accordance with this license, the Software and associated documentation provided by IntraVision under this license or any renewals, extensions, or expansions thereof, or in implementation of any of the foregoing, shall be treated as the exclusive property of IntraVision and as proprietary and a trade secret of IntraVision.
Except to the extent permitted herein or to the extent such restrictions cannot be imposed under applicable laws and regulations, Customer shall not without the prior written consent of IntraVision:
- assign, give or transfer (including without limitation the giving of security interests of any kind in) the Software to another individual or entity;
- modify the Software;
- transfer or copy the Software except for temporary transfer in the event of computer malfunctions and a single backup or archival copy;
- remove or modify any trademark, trade name, copyright notice or other proprietary notice from the Software, and the Customer shall be responsible for the conservation of the same in and on any back-up copy of the Software;
- disclose or make the Software available to any other party or permit others to use it except the Customer’s employees and agents who use it on Customer’s behalf and who have agreed to these license terms;
- translate, reverse engineer, decompile, “unlock”, decode or disassemble the Software;
- release benchmarks or other comparisons of the Software;
- rent, lease, timeshare, provide subscription services or sublicense the Software
The Customer shall comply with all relevant export control regulations and restrictions of Denmark, EU, the United States of America and elsewhere (“Export Laws”) to assure that the Software shall not be exported/reexported, directly or indirectly, in violation of such laws. The Software may contain authorisation keys and license control utilities, which may not be modified or made inoperable by the Customer.
The Customer shall maintain adequate records of the installation and site of the Software matching the use of Software and license grants and make such records available to IntraVision at IntraVision’s request and, upon request, permit access to the site of the Software to verify usage.
In this case, a notice must be addressed by registered letter to the Customer at least twenty (20) business days before the beginning of the verification. This notice must contain the following information: name of the audit structure, scope of the audit (Contract reference, list of Software Product(s), geographic scope, etc.) (the “Audit Scope”), the methodology proposed to check the compliance (the “Procedure”) and its estimated length (the “Period”). The representatives of the Parties shall meet within twenty (20) business days of the notice to review the Audit Scope, the Procedure and the Period in order to find a mutually agreement on these elements. The auditors must agree to be bound by a confidentiality agreement. Any non-public information regarding Customer obtained through such audit shall be considered confidential Information of Customer. Supplier, and any third-party auditor, shall not have physical access to Customer’s computing devices in connection with any such audit, without Customer’s prior written consent. Customer will reasonably cooperate with the Supplier in such an exercise and provide Supplier with reasonable access to its facility and systems to enable Supplier's audit. Supplier shall not disrupt Customer's normal business activities and shall perform the audit in a professional manner.
The Customer shall indemnify and hold harmless IntraVision from and against any claims made by a third party with respect to the Customer’s violation of Customers license obligations granted by other vendors. These obligations of the Customer shall survive the termination of the software license for any reason.
