MIMIX™ Software Products
Your use of Assure iTERA™ software, Assure MIMIX™ software, Assure QuickEDD software, and/or OMS/ODS is subject to the following additional terms.
COPYING AND TRANSFER OF COPIES TO OTHER COMPUTERS OR PERSONS.
General. Except as provided in this Section below, (i) no copies shall be made of the Software, and (ii) the Software shall not be transferred to or installed on a computer other than as specified in accordance with the applicable licensing configuration and Designated Equipment (as defined herein), or transferred, sold, assigned or otherwise conveyed to any person (which term shall mean, for purposes of the Agreement, any natural person, corporation, partnership, firm, association, entity, governmental or juridical entity), without Precisely’s prior written consent.
(a) Designated Equipment. “Designated Equipment” means the (i) hardware equipment, processor limits, serial number, model number, and location, (ii) operating system software, (iii) database software, and/or (iv) application software specified in the applicable Order Document. Customer may use the Software only on the Designated Equipment while it possesses and operates the Designated Equipment. If the Designated Equipment becomes temporarily inoperable, or for disaster recovery testing purposes, Customer may load and use the Software on another of its computer hardware systems until the Designated Equipment becomes operable, but in no event for more than ninety (90) days. Any transfer of the Software will require Precisely’s prior written approval. Nothing in the Agreement or these Product Specific Terms will be interpreted to grant Customer a site license in the Software.
(b) Use Code. “Use Code” means (i) an encrypted access code or license key provided by Precisely or its Affiliate, (ii) that enables Customer to use the Software only on the Designated Equipment, and (iii) only for the use period or Initial Term specified in the applicable Order Document, subject to any Renewal Terms pursuant to and on accordance with the Agreement. Customer may use the Software only in and for Customer’s own internal purposes and business operations. Customer will not permit any other person to use the Software, whether on a time- sharing, hosting, service bureau, or other multiple-user arrangement. Customer may make a reasonable number of back-up archival copies of the Software. Customer will reproduce all confidentiality and proprietary notices on each of these copies and maintain an accurate record of the location of each of these copies. Customer may not otherwise copy, translate, modify, adapt, decompile, disassemble, or reverse engineer the Software, except as and to the extent specifically authorized by applicable law. In no event will Customer deactivate the Use Code.
ENABLING MODULES.
Customer may be provided, along with the Software, certain third-party enabling modules or files (“Enabling Modules”). The Enabling Modules may not be (i) used for any purpose other
than to enable the Software, (ii) copied (except for backup purposes and to the extent allowed by applicable law), (iii) further distributed, or (iv) reverse compiled, or otherwise translated, except as specifically permitted by law without the possibility of contractual waiver.
SUBSCRIPTIONS.
The following terms and conditions will apply only to subscriptions, if any, specifically included in the applicable Order Document:
(b) Temporary Capacity Increases. Customer may temporarily increase production and target server processor capacity (i.e., the number of activated cores for commercial processing workload (CPW) with respect to its Designated Equipment for up to sixty (60) days during the Initial Term and for an additional sixty (60) days during each Renewal Term, if any, and no upgrade charges will apply for such temporary increases and CPW over consumption. Customer will notify Precisely of any increase in capacity in excess of sixty (60) days for any piece of hardware included as part of the Designated Equipment which will be deemed a permanent increase and will be subject to the then-current applicable upgrade fees.
For the avoidance of doubt, Temporary Capacity Increases do not apply to any perpetual licenses included in any Order Document.