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the Product in accordance with the accompanying Documentation and for no
other purpose.
2.2 Ownership. The license granted under Sections 2.1 above with respect to the
Software does not constitute a transfer or sale of Licensor's or its suppliers'
ownership interest in or to the Software, which is solely licensed to Customer.
The Software is protected by both national and international intellectual
property laws and treaties. Except for the express licenses granted to the
Software, Licensor and its suppliers retain all rights, title and interest in and
to the Software, including (i) any and all trade secrets, copyrights, patents and
other proprietary rights therein or thereto or (ii) any Marks (as defined in
Section 2.3 below) used in connection therewith. In no event shall Customer
remove, efface or otherwise obscure any Marks contained on or in the
Software. All rights not expressly granted herein are reserved by Licensor.
2.3 Copies. Customer shall not make any copies of the Software but shall be
permitted to make a reasonable number of copies of the related
Documentation. Whenever Customer copies or reproduces all or any part of
the Documentation, Customer shall reproduce all and not efface any titles,
trademark symbols, copyright symbols and legends, and other proprietary
markings or similar indicia of origin (“Marks”) on or in the Documentation.
2.4 Restrictions. Customer shall not itself, or through any parent, subsidiary,
affiliate, agent or other third party (i) sell, rent, lease, license or sublicense,
assign or otherwise transfer the Software, or any of Customer's rights and
obligations under this Agreement except as expressly permitted herein; (ii)
decompile, disassemble, or reverse engineer the Software, in whole or in part,
provided that in those jurisdictions in which a total prohibition on any
reverse engineering is prohibited as a matter of law and such prohibition is
not cured by the fact that this Agreement is subject to the laws of the State of
California, Licensor agrees to grant Customer, upon Customer's written
request to Licensor, a limited reverse engineering license to permit
interoperability of the Software with other software or code used by
Customer; (iii) allow access to the Software by any user other than by
Customer's employees and contractors who are bound in writing to
confidentiality and non-use restrictions at least as protective as those set forth
herein; (iv) except as expressly set forth herein, write or develop any
derivative software or any other software program based upon the Software;
(v) use any computer software or hardware which is designated to defeat any
copy protection or other use limiting device, including any device intended to
limit the number of users or devices accessing the Product; (vi) disclose
information about the performance or operation of the Product or Software to
any third party without the prior written consent of Licensor; or (vii) engage a
third party to perform benchmark or functionality testing of the Product or
Software.
