Product Services Agreement

Software License Terms

These Software License Terms govern Meta’s use of any Software licensed by Vendor under the Agreement and constitute a binding contract between Meta and Vendor. Meta’s use of any Software is at all times subject to the terms and conditions outlined in these Software License Terms, which incorporate by reference all other terms and conditions governing Meta’s use of the Products, as described in the Agreement.

1. License; Additional Services.
   • License Grant. The Software installed on the Hardware is the property of Vendor and is protected by copyright and other intellectual property laws. Vendor hereby grants Meta a perpetual (unless terminated in accordance with the terms of the Agreement), non-exclusive, non-sublicensable, and non-transferable (except as expressly authorized or permitted by the terms of the Agreement) license during the License Term to: (i) use the Software, including any updates, bug fixes, patches, or other error corrections to the Software that Vendor provides to Meta pursuant to this Agreement, solely for Meta’s internal business purposes; and (ii) use and make a reasonable number of copies of the Documentation solely for Meta’s internal business purposes in connection with Meta’s use of the Software. Meta may make one copy of the Software solely for back-up, disaster recovery, and testing purposes. Any such copy of the Software: (x) remains Vendor’s exclusive property; (y) is subject to the terms and conditions of this Agreement; and (z) must include all copyright or other proprietary rights notices contained in the original.
   • Use Restrictions. Meta shall not use the Software or Documentation for any purposes beyond the scope of the License granted in these Software License Terms. Without limiting the foregoing and except as otherwise expressly set forth in these Software License Terms, Meta shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the Documentation; or (v) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   • Reservation of Rights. Vendor reserves all rights not expressly granted to Meta in these Software License Terms. Except for the limited rights and licenses expressly granted under these Software License Terms, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Meta or any third party any intellectual property rights or other right, title, or interest in or to the Software or Documentation.
2. Meta Responsibilities. Meta is responsible and liable for all uses of the Software and Documentation resulting from access provided by Meta, directly or indirectly, whether such access or use is permitted by or in violation of these Software License Terms. Without limiting the generality of the foregoing, Meta is responsible for all acts and omissions of any of Meta’s employees permitted to access and use the Software and/or Documentation pursuant to Meta’s license under these Software License Terms (each, an "Authorized User)", and any act or omission by an Authorized User that would constitute a breach of these Software License Terms if taken by Meta will be deemed a breach of these Software License Terms by Meta. Meta shall take reasonable efforts to make all Authorized Users aware of these Software License Terms as applicable to such Authorized User's use of the Software and shall cause Authorized Users to comply with such terms.
3. Acceptance Testing. The Software shall be tested in accordance with the acceptance testing procedures set forth in the Agreement.
4. Maintenance and Support Services. Meta may purchase and, if purchased, Vendor will provide Meta with the Software Support Services described in the Software Support Terms.
5. Inspection. Upon written request, Vendor, at its expense, may enter the premises of Meta during the normal business hours of Meta for the purpose of examining compliance by Meta with these Software License Terms. Meta shall use reasonable efforts to assist Vendor in any such inspection activities.
6. Intellectual Property Ownership; Feedback.
   • Intellectual Property Ownership. Meta acknowledges that, as between Meta and Vendor, Vendor owns all right, title, and interest, including all Intellectual Property Rights, in and to the Software and the Documentation.
   • Feedback. If Meta or any of its employees or contractors sends or transmits any communications or materials suggesting or recommending changes to the Software or the Documentation, including without limitation, new features or functionality relating thereto ("Feedback"), to Vendor by mail, email, telephone, or otherwise, Vendor is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Meta hereby assigns to Vendor on Meta’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Vendor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Vendor is not required to use any Feedback.
7. License Term. The Software License commences on the Effective Date and will remain in effect in perpetuity, unless and until terminated earlier pursuant to any of the Agreement’s express provisions (the "License Term").
8. Export Regulation. The Software may be subject to certain export control laws, including the US Export Administration Act and its associated regulations. Meta shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Meta shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

[END OF SOFTWARE LICENSE TERMS]