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other transport management systems; (iii) safety-critical applications,
including medical or life-support systems, vehicle operation applications,
or any police, fire, or other safety response systems; and (iv) military or
aerospace applications, weapons systems, or environments;
(j) use the Software or Documentation in violation of any law, regulation, or
rule; or
(k) use the Software or Documentation for purposes of competitive analysis
of the Software, the development of a competing software product or
service, or any other purpose that is to CTC’s commercial disadvantage .
5 . Responsibility for Use of Software . Licensee is responsible and liable for all
uses of the Software and Documentation resulting from access provided
by Licensee, directly or indirectly . Specifically, and without limiting the
generality of the foregoing, Licensee is responsible and liable for all acts and
omissions of Authorized Users, and any act or omission by an Authorized
User that would constitute a breach of this Agreement if taken by Licensee
will be deemed a breach of this Agreement by Licensee . Licensee shall take
reasonable efforts to make all Authorized Users aware of this Agreement’s
provisions as applicable to such Authorized User’s use of the Software, and
shall cause Authorized Users to comply with such provisions .
6 . Compliance Measures . Licensee authorizes CTC to enter its premises during
regular business hours in order to audit Licensee’s use of the Software
and Documentation to ensure Licensee’s compliance with this Agreement .
Licensee shall reasonably cooperate with CTC’s personnel conducting such
audits and provide all reasonable access requested by CTC . CTC shall only
examine information directly related to the Licensee’s use of the Software
and Documentation .
7 . Intellectual Property Rights .
(a) Licensee acknowledges and agrees that the Software and Documentation
are provided under license, and not sold, to Licensee . Licensee does
not acquire any ownership interest in the Software or Documentation
under this Agreement, or any other rights thereto, other than to use the
same in accordance with the license granted and subject to all terms,
conditions, and restrictions under this Agreement . CTC and its CTCs
and service providers reserve and shall retain their entire right, title, and
interest in and to the Software and all Intellectual Property Rights arising
out of or relating to the Software and Documentation, and any derivative
works thereof, and nothing in this License shall restrict, impair, transfer,
