Enterprise Content Delivery Service

Section V.3.2


ECDS Software Supplemental Terms and Conditions



1.         In consideration for payment of all ECDS charges, Customer is granted a personal, limited, non-exclusive, and non-transferable license to access and use the ECDS Software, in object code form only, and any associated documentation provided by Company internally within its organization solely in connection with the ECDS for Customer's internal business purposes on CPE (License), and the ECDS Software specified by Company in writing for Customer Equipment (Content Creation Software).  Customer is granted the further right to grant access and use of the such ECDS Software to its affiliates for their use under these same terms and conditions provided that (i) Customer has been granted a License by Company as to such ECDS Software, (ii) Customer remains responsible for any such use by an affiliate in compliance with these terms and conditions and (iii) no right to make copies of the ECDS Software is implied by this sentence.  Customer may not use the ECDS Software (i) in connection with the products and/or services of any third party, or (ii) to provide services for the benefit of any third party, including without limitation as a service bureau.


2.         Under no circumstances may Customer move any of the ECDS Software from the ES and/or MS to another computer, or as to the Content Creation Software, to different Customer Equipment, nor may any ES or MS be moved to a different site, without the prior written consent of Company.  


3.         The ECDS Software and any related documentation may not be copied or reproduced, in whole or in part, under any circumstances.  


4.         Except to the extent provided in Section V.3.2.1 above, Customer shall not provide or otherwise make the ECDS Software available to any other person or entity other than Customer employees directly involved in the Customer’s use of the ECDS Software and who are bound to protect the confidentiality of the same.


5.         Customer is not permitted to (i) modify, enhance, translate or create derivative works of the ECDS Software and any related documentation in any manner, (ii) decompile, decrypt, disassemble, reverse engineer or otherwise reduce the ECDS Software to human-readable form, (iii) sell, assign, license, sublicense or otherwise transfer, transmit or convey the ECDS Software or any related documentation, or any copies or modifications thereof, or any interest therein, to any third party, (iv) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on the ECDS Software, including without limitation, any related documentation, or that appear during the use of the ECDS Software, or (v) move any of the related documentation from the premises where the associated ECDS Software is located.


6.         Certain of the ECDS Software is licensed to Company by third parties and no such third-party licensors (i) warrant the ECDS Software or any portion thereof (and such licensors expressly disclaim any express or implied warranties in connection therewith), (ii) assume any liability regarding use of the ECDS Software and/or the ECDS, or (iii) undertake to furnish any support relating to the ECDS Software and/or the ECDS.


7.         Customer acknowledges that the ECDS Software is confidential and proprietary to Company and/or the third party licensors of Company, and Customer agrees that it shall maintain the ECDS Software in the strictest confidence and not disclose the same to any third party.  Company and/or such third-party licensors shall retain all rights, title and interest in and to the ECDS Software including any intellectual property rights contained or embodied therein.


8.         Customer’s right to access and use any ECDS Software pursuant to a License shall terminate immediately upon the termination or expiration of the ECDS Service Attachment, (ii) the failure of Customer to cure a breach of any provisions of the ECDS Software Supplemental Terms and Conditions with respect to any ECDS Software within either 15 days after receipt of written notice of breach from Company or such shorter period identified in the notice of breach as required by Company’s licensors, and/or (iii) termination of ECDS(s) with which that ECDS Software is intended for use.  Upon termination of the License, in whole or in part, Customer shall immediately cease using the affected ECDS Software, and specifically as to any Content Creation Software, must immediately erase the same from the relevant Customer Equipment.


9.         Restricted Rights:  The ECDS Software is provided to United States Government agencies in accordance with subparagraph “(c)” of the “Commercial Computer Software - Restricted Rights” clause at FAR 52.227-19 (June 1987).  For DOD agencies, the restrictions set forth in the “Technical Data-Commercial Items” clause at DFARS 252.227-7015 (Nov 1995) also apply.  Should the provisions of FAR 52.227.19 and/or DFAR 252.227-7015 conflict with any other terms of the License, the terms of FAR 52.227.19 and/or DFAR 252.227-7015, as applicable, will prevail.