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<br />Supplemental Terms: Software <br /> <br />These Supplemental Terms apply to any <br />Software provided by Uniguest to Customer <br />under an Order (whether installed on a <br />System or Hardware, provided on a <br />software-as-a-service or cloud basis, or <br />installed on any Customer- provided <br />equipment where permitted under the terms <br />of the applicable Order): <br /> <br />Additional Terms. <br />Ownership of Software. Customer <br />acknowledges that, notwithstanding any <br />other provisions of this Agreement and/or <br />references to any "transfer" or "assignment" <br />of Hardware, Software or Systems in this <br />Agreement, the title to, and ownership of, all <br />Software will at all times remain with <br />Uniguest and/or the applicable Third Party <br />Provider (as applicable). Customer is <br />hereby granted for the duration of the term <br />of the Agreement a non-exclusive, non- <br />transferrable, and non-sublicensable <br />license to use the Software only as <br />delivered by Uniguest, and where such <br />Software is installed on a System or any <br />Hardware, solely on the System or <br />Hardware as delivered by Uniguest, and <br />may not be transferred without Uniguest's <br />specific approval. Uniguest or the <br />applicable Third Party Provider retains all IP <br />Rights in and to the Software. Customer <br />acknowledges that the Software, all copies <br />of the Software, any derivative works, <br />compilations, and collective works of the <br />Software, and any know-how and trade <br />secrets related to the Software, are the sole <br />and exclusive property of Uniguest and/or <br />the applicable Third Party Providers, and <br />contain Uniguest's <br />and such Third Party Providers' confidential <br />and proprietary materials. Customer will not <br />attempt, directly or indirectly, to (i) reverse <br />engineer, disassemble, or decompile any <br />portion of the Software, (ii) modify or create <br />derivative works based upon the Software, <br />(iii) use or access the Software for the <br />purpose of creating any competing product <br />or service or benchmarking the Software. <br />Replaced Hardware and Software Licenses. <br />Hardware that is replaced requires new <br />Software licenses and payment of the then <br />applicable license fees. <br />Additional Terms of Third Party Providers. <br />Additional acknowledgements, licensing <br />terms and disclaimers for Third Party <br />Materials may be contained in the <br />Documentation for such Third Party <br />Materials, as applicable, or may otherwise <br />accompany such Third Party Materials, and <br />use of such Third Party Materials will be <br />governed by the terms of this Agreement <br />together with any such additional terms. <br />Malicious Code. Where applicable and to the <br />extent available, Uniguest uses commercially <br />available anti-malicious code software <br />intended to keep Software and each System <br />free of Malicious Code. Customer <br />acknowledges that no such software is <br />perfect, and in particular, it is difficult to <br />protect against Malicious Code that has not <br />yet been detected and countered by <br />commercial anti-malicious code software <br />providers. Other than using commercially <br />reasonable efforts to keep such anti- <br />malicious code software up to date in all <br />applicable