Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software, solely in accordance with the terms and conditions of this Agreement and solely for Licensee’s internal business purposes.

The license granted herein is limited to the object code version of the Software and does not include any right to access or use the source code except as expressly stated herein.

The license shall become effective upon the Effective Date and shall continue for the term specified in Section [Term and Termination], unless earlier terminated in accordance with the provisions herein.

Licensee acknowledges that no ownership or proprietary interest in the Software is conferred by this Agreement, and all rights not expressly granted herein are reserved by Licensor.

The license is limited to the specific number of authorized users, installations, or devices as specified in [insert placeholder for license metrics, e.g., “Order Form” or “Section X”].

If the Software is licensed on a subscription basis, the license shall remain valid only for the duration of the subscription period, subject to timely payment of applicable fees.

The license may be further restricted by any additional written terms mutually agreed to by the Parties and incorporated by reference into this Agreement.

Licensee may use the Software solely for its internal business operations and for no other purpose.

The Software may be installed and used only on the number and type of devices, servers, or user accounts as specified in [placeholder: “Order Form” or “as agreed in writing by the Parties”].

Licensee shall ensure that only its employees and authorized contractors, bound by obligations of confidentiality no less protective than those set forth in this Agreement, may access or use the Software.

Any copies of the Software made by Licensee shall include all proprietary notices and legends included in the original copy provided by Licensor.

Licensee may use the Software solely in the territory/region specified in [placeholder for territory].

Licensee shall not use the Software to provide services to third parties, including but not limited to as a service bureau, application service provider, or reseller, unless expressly authorized in writing by Licensor.

Any use of the Software beyond the scope expressly permitted by this Agreement shall constitute a material breach and may result in immediate termination of the license granted herein.

Licensee shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Software, except to the extent expressly permitted by applicable law notwithstanding this restriction.

Licensee shall not modify, adapt, translate, or create derivative works based upon the Software, in whole or in part, without the prior written consent of Licensor.

Licensee shall not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or any copies thereof.

Licensee shall not sublicense, assign, lease, rent, lend, distribute, or otherwise transfer the Software or any rights therein to any third party without the prior written consent of Licensor.

Licensee shall not use the Software to develop any software or system that competes with Licensor’s products or services.

Licensee shall not circumvent or attempt to circumvent any technological measures implemented by Licensor to protect the Software.

Licensee shall not use the Software in any manner that violates applicable laws, rules, or regulations, or infringes the intellectual property or other rights of any third party.

Title to and ownership of the Software, including all intellectual property rights therein (including but not limited to copyrights, trademarks, patents, trade secrets, and know-how), shall at all times remain exclusively with Licensor and/or its licensors.

Nothing in this Agreement shall be construed as transferring any ownership interest or proprietary right in the Software or any related materials to Licensee.

Licensee acknowledges the Software contains proprietary and confidential information of Licensor and agrees to protect such information in accordance with Section [Confidentiality Obligations].

Any feedback, suggestions, or improvements provided by Licensee relating to the Software shall be the exclusive property of Licensor, and Licensee hereby assigns all right, title, and interest in such feedback to Licensor.

Licensee shall not challenge, or assist any third party in challenging, the validity or ownership of Licensor's intellectual property rights in the Software.

Licensee shall promptly notify Licensor of any unauthorized use, reproduction, or distribution of the Software of which it becomes aware.

Licensor reserves all rights not expressly granted to Licensee under this Agreement.

Licensor shall deliver the Software to Licensee in the manner and format specified in [placeholder: “Order Form” or “as mutually agreed by the Parties”], which may include electronic download or other agreed-upon means.

If installation services are required, Licensor shall provide reasonable installation assistance, subject to payment of applicable fees as set forth in Section [Fees and Payment Terms].

Licensee shall be responsible for providing all hardware, operating systems, network connectivity, and third-party software necessary for installation and operation of the Software.

Licensee shall complete any required acceptance testing within [placeholder for period] following delivery, after which the Software shall be deemed accepted unless Licensee provides written notice of non-conformity.

Any delays in delivery or installation caused by Licensee shall not affect Licensee’s obligations under this Agreement, including payment obligations.

Licensor shall not be responsible for installation or configuration of the Software unless expressly agreed in writing.

Risk of loss or damage to the Software shall pass to Licensee upon delivery.