ARTICLE II. SOFTWARE LICENSE 1. License Grant (A) Subject to the terms and conditions of this Agreement, ICS grants to Customer a non-exclusive, personal and non-transferable (except as set forth in Article XIII, Section (8) below), limited license (“License”) to use the Software on the RFSMART Server(s) by Licensed Users solely in connection with Customer’s internal business and to create Derived Software solely in support of Customer’s use of the Software. The License only includes the right to use those modules of the Software selected on an Attachment by Customer, and the Customer shall have no right to use any other modules or Software that are delivered to Customer but not selected and licensed hereunder. Unless expressly set forth in an Attachment, Customer will not receive any source code. (B) Customer shall own all right, title and interest in and to any Derived Software except ICS shall retain sole ownership of such portions of the Derived Software that contain part or all of the Software or any of ICS’ Confidential Information (the “Retained Portions”). Retained Portions shall be included within the definition of Licensed Products, and are not included within the definition of Derived Software. Use of Retained Portions shall remain subject to the terms and conditions of this Agreement and the License. 2. License Use (A) Customer shall use the Software only on RFSMART Server(s). Customer shall not copy the Software without the written permission of ICS except for a reasonable number of copies necessary for Customer’s backup, archival, and in-house disaster recovery purposes. Customer will reproduce and include the patent, copyright, trade secret, trademark or other restrictive and proprietary legends from the original on all copies. All copies will be subject to the terms and conditions of this Agreement. Customer shall not allow the Software to be used by any third party that is not one of its Affiliates. However, access to the Software is limited to those categories of individuals below who have been licensed as a Licensed User (collectively “Customer Representatives”): (i) employees of Customer, and, (ii) agents, contractors, consultants or representatives engaged by Customer who require access to the Software to perform their tasks. (B) Customer shall be responsible and jointly and severally liable for the acts and omissions of Customer Representatives arising from their access to and use of the Software. The Software may not be used or sublicensed by Customer for the purpose of commercial timesharing, service bureau or other rental or sharing arrangements. ICS may, from time to time, deny Customer the right to install or move the Software to certain countries in order to protect ICS’ intellectual property interests. Customer shall not reverse engineer any part of the Software, distribute, sell or otherwise transfer any part of the Software or remove the patent, copyright, trade secret, trademark, or other proprietary protection legends or notices that appear on or in the Software. (C) Customer may install the Software on one or more additional servers for disaster recovery purposes provided by Customer or a third party organization. The Software loaded upon a disaster recovery server will only be operational in the event of disaster conditions and inoperability of the RFSMART Server(s) or for disaster recovery testing. Customer agrees to cease using the Software on the disaster recovery servers immediately upon restoration of the RFSMART Server(s) to proper operating condition. If requested by ICS, Customer agrees to provide ICS notice of the location, computer type, and model and serial number (if applicable) of the RFSMART Server on which the Software is or will be installed, as well as an ICS non-disclosure agreement executed by the third party organization (if applicable). Customer agrees to be fully responsible to ICS for all damages for any unauthorized use, disclosure, or duplication of the Software resulting from its possession by the third party organization. 3. Audit On ICS’ written request, not more frequently than annually, Customer shall furnish ICS with a signed certification verifying Customer’s compliance with this Agreement, and its provisions for the number of users of the Software and Derived Software. ICS, not more frequently than annually and at its own expense, may audit Customer’s use of the Software and Derived Software and Customer’s compliance with this Agreement, the License, and the number of Licensed Users. Any such audit shall be conducted during regular business hours at Customer’s facilities and shall not unreasonably interfere with Customer’s business activities. If an audit reveals that Customer is out of compliance with this Agreement and/or has underpaid any License Fees or other amounts hereunder, Customer shall be invoiced for such underpaid fees at ICS’ then-current list prices for the actual number of users or Licensed Products subject to Article XI.