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<br /> or other license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source
<br /> Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software
<br /> component is used or compiled. Consultant will identify any Open Source Products which are incorporated into the
<br /> Consultant Materials and post or link to the applicable license agreement associated with any such Open Source
<br /> Products on its website.Customer acknowledges that it has access to such information and a duty to read and comply
<br /> with the applicable license agreements.
<br /> (d) No Third-Party Materials Representations or Warranties. Customer's remedies with respect to all Third-Party
<br /> Materials will be limited to whatever recourse may be available against the applicable licensor thereof.Without limiting
<br /> the generality of the foregoing, wherever Consultant may agree to provide configuration, installation, or deployment
<br /> services relating to any Third-Party Materials,any warranties of Consultant relate to and are applicable to Consultant's
<br /> Services only, not to Third-Party Materials. CONSULTANT MAKES NO REPRESENTATIONS, EXPRESS, IMPLIED OR
<br /> OTHERWISE, REGARDING ANY THIRD-PARTY MATERIALS. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ITS
<br /> USE OF THIRD-PARTY MATERIALS IS AT CUSTOMER'S SOLE RISK AND THAT THIRD-PARTY MATERIALS ARE RECOMMENDED
<br /> BY CONSULTANT"AS IS"AND WITHOUT WARRANTY OF ANY KIND FROM CONSULTANT INCLUDING WITHOUT LIMITATION ANY
<br /> IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
<br /> 9. Licenses.
<br /> 9.1 Consultant License. Subject to and conditioned upon Customer's payment of the Fees and compliance with
<br /> Section 9.2 and all other applicable provisions of this Agreement,Consultant hereby grants to Customer a fully paid-up and
<br /> royalty-free, non-transferable, non-sublicensable license exercisable in perpetuity,solely: (a)to install,operate, and use the
<br /> System (including Consultant Software in object code only) for the Permitted Use in the Core System at the Designated
<br /> Site(s) in accordance with the Documentation; and (b) to use the Documentation and other Deliverables in connection
<br /> therewith.
<br /> 9.2 Consultant License Restrictions. Customer shall not,and shall not permit any other Person to, access or use
<br /> any Consultant Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the
<br /> generality of the foregoing,with respect to all Consultant Materials, Customer shall not, except as this Agreement expressly
<br /> permits:
<br /> (a) copy, modify or create derivative works or improvements of the Consultant Materials;
<br /> (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the
<br /> Consultant Materials to any other Person, including through or in connection with any time-sharing, service bureau,
<br /> software as a service, cloud or other technology or service;
<br /> (c) reverse engineer,disassemble, decompile,decode or otherwise attempt to derive or gain access to the source
<br /> code of the Consultant Materials or any part thereof;
<br /> (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual
<br /> property or proprietary rights notices from any Consultant Materials, including any copy thereof;
<br /> (e) use any Consultant Materials in a manner or for any purpose that infringes, misappropriates, or otherwise
<br /> violates any Law or Intellectual Property Right;
<br /> (f) use the Consultant Materials for purposes of competitive analysis of the System, the development of a
<br /> competing system, product or service,or any other purpose that is to Consultant's commercial disadvantage;
<br /> (g) use any Consultant Materials in, or in association with,the design, construction, maintenance or operation of
<br /> any hazardous environments,systems,or applications;or,
<br /> (h) otherwise use the Consultant Materials beyond the scope of the license granted under Section 9.1.
<br /> 9.3 Customer Materials License. Customer hereby grants to Consultant a fully paid-up and royalty-free, non-
<br /> exclusive right and license to use, reproduce, perform, display, distribute, modify, and create derivative works and
<br /> improvements of the Customer Materials to perform the Services or to further develop and improve the Consultant Materials
<br /> Concentric Integration,LLC I Standard Terms and Conditions v10.1
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