use the Software to promote
pornography, hatred, or
racism.
(e)
Copies. Licensee, solely to enable it
to use the Software, may make one
archival copy of the Software's
computer program, provided that the
copy shall include Licensor's copyright
and any other proprietary notices.
The Software delivered by Licensor to
Licensee and the archival copy shall
be stored at Licensee's principal
business office. If you purchased a
network license of the Software, you
may install one additional copy of the
Software on your network for the
limited purpose of testing the
Software's operation. Except for the
limited reproduction rights set forth in
this paragraph, Licensee shall have no
other right to copy, in whole or in part,
the Software. Any copy of the
Software made by Licensee is the
exclusive property of Licensor.
(f)
Modifications. Licensee agrees that
only Licensor shall have the right to
alter, maintain, enhance or otherwise
modify the Software.
(g)
Protection of Software. Licensee
agrees that it will take action by
instruction, written agreement, or
otherwise as appropriate with any
person permitted access to the
Software to enable Licensee to comply
with its obligations hereunder.
Licensee shall maintain records of the
number and location of all copies of
Software. Licensee shall not provide,
permit access to or use of, or
otherwise make available any
Software in any form without
Licensor's prior written agreement,
except to Licensee's employees for
purposes specifically authorized by
this Agreement. Licensee
understands and agrees that the
source code for the Software is a
valuable copyright and contains
valuable trade secrets of Licensor.
Licensee agrees not to discover or
attempt to discover, or assist or
permit any Person to discover or
attempt to discover, by any means
whatsoever the source code of the
Software.
(h)
Licensor's Audit Rights. Licensor
shall possess the right to audit
Licensee's use of the Software to
determine compliance with this
Agreement (hereinafter referred to as
"Licensor's Audit Rights"). Licensor's
Audit Rights shall be exercised in
accordance with the following
paragraphs:
(i)
Notice of Audit. Licensor
shall provide Licensee with at
least five (5) calendar days
advance written notice of its
intent to exercise the
Licensor's Audit Rights.
(ii)
Conduct of Audit. The audit
conducted by Licensor shall
consist of a physical review of
the computer hardware,
software, and middleware
operated by Licensee at its
principal business office and
any other office for which
Licensor, in its sole and
arbitrary discretion, deems an
audit appropriate. Licensee
shall provide Licensor with
unrestricted access to its
computer hardware, software,
and middleware in connection
with any audit conducted by
Licensor.
(iii)
Costs of Audit. If Licensor's
audit uncovers a violation of
this Agreement by Licensee,
Licensee shall pay all costs
and expenses incurred by
Licensor in exercising the
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