4. GRANTS AND RESTRICTIONS; OWNERSHIP; DELIVERY.
4.1 Subscription Grant. Subject to the terms of this Agreement, Talend hereby grants Customer a non-exclusive, non-transferable, non-assignable, limited right to use the Talend Cloud Services during the Trial Period, solely for your internal business purposes and for the evaluation of the services. You may not, and may not cause or permit others to: (a) remove or modify any program or services markings or any notice of Talend’s or its licensors’ proprietary rights; (b) make the Talend Cloud Services, including any Talend programs or materials to which you are provided access, available in any manner to any third party; (c) modify, make derivative works of, disassemble, reverse compile, reverse engineer, reproduce, distribute, republish or download any part of the Talend Cloud Services, (d) disclose results of any benchmark tests or performance tests of the Talend Cloud Services without Talend’s prior written consent; and (e) sublicense, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Talend Cloud Services or materials available, to any third party, except as expressly provided under this Agreement.
4.2 Software License Grant. Subject to the terms and conditions of this Agreement, Talend agrees to grant, and does hereby grant to Customer, solely for Customer’s internal business operations, during the applicable Evaluation Term, a limited, non-exclusive, non-transferable, fully paid up, royalty-free right and license (without the right to grant or authorize sublicenses) to: (a) install and use the Talend Software on 1 (one) Test Environment, subject to the applicable License Type restrictions, solely for non-production, internal and evaluation use by Customer; and (b) permit third party contractors performing services on Customer’s behalf to use the Talend Software and Documentation as set forth herein, provided that (i) such third party contractors and their personnel shall be subject to the terms of this Agreement, (ii) such use must be solely for the benefit of Customer and (iii) Customer shall be responsible for all acts and omissions of such contractors. Customer agrees not to: (1) copy or use the Talend Software in any manner except as expressly permitted in this Agreement; (2) attempt to circumvent, disable or defeat the limitations on Customer’s use of the Talend Software encoded into a Subscription Key; (3) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer the Talend Software in whole or in part (including, without limitation, Generated Code) to any third party; (4) use the Talend Software for providing time-sharing services, any software-as-a-service offering (“SaaS”), service bureau services or as part of an application services provider or as a service offering; (5) alter or remove any proprietary notices in the Talend Software; or (6) make available to any third party any analysis of the results of operation of the Talend Software, including benchmarking results, without the prior written consent of Talend. Customer’s use of the Talend Software shall be limited to a single Evaluation Term unless specifically authorized in writing by Talend. For the avoidance of doubt, absent prior written approval from Talend, downloading, installing or using the Talend Software for use during multiple Evaluation Terms by the same Customer, whether by requesting delivery of a Talend Subscription Key Email to a new email address or otherwise, is an express breach of the terms of this Agreement.
4.3 Ownership. Talend retains all right title and interest in and to the Talend Software, and no other license is granted to Customer by implication, estoppel or otherwise. If you are evaluating the Talend Cloud Services, You retain all ownership and intellectual property rights in and to your Customer Data and/or your applications. Talend and its licensors retain all ownership and intellectual property rights to the Talend Cloud Services, including derivative works thereof.
4.4 Software Delivery and Subscription Keys. The Talend Software is only available electronically via download and will not be available in any other format. Talend Software shall be deemed delivered to Customer upon Talend making available to Customer the applicable Subscription Key. Customer understands and agrees that the Subscription Key provided by Talend is required to enable the Talend Software and that such Subscription Key shall be valid only during the Evaluation Term. Customer further understands and agrees that (i) the Talend Software will be disabled automatically upon the expiration of the applicable Evaluation Term and (ii) the Subscription Key will automatically prevent the use of the Talend Software in violation of the applicable License Type.
4.5 Government Rights. The Talend Software licensed under this Agreement is “commercial computer Products” as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer Product and/or commercial computer Products documentation subject to the terms and conditions of this Agreement as specified in 48C.F.R. 12.212 (Computer Products) and 12.11 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer Products and/or commercial computer Products documentation subject to the terms and conditions of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.