Common use of Access Licence Clause in Contracts

Access Licence. 3.1 We hereby grant to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Term solely for your internal business operations. 3.2 When you submit your Registration, the Administrator will be sent an email asking the Administrator to verify that email address; once verified, that email address will be granted free access to our basic user account, as the Administrator. The Administrator will be able to add individual user accounts, for Authorised Users to access the Services, by using functionality available through the Administrator’s Account. In relation to the Authorised Users, you undertake that: 3.2.1 each Authorised User shall keep a secure password for use of the Services, and that each Authorised User shall keep his/her password confidential; 3.2.2 each Authorised User shall use a corporate email account allocated to them by you when creating an Authorised User account; 3.2.3 only one Authorised User may access the Services using an Authorised User account at any one time; 3.2.4 you shall maintain a written, up to date list of current Authorised Users and provide such list to us within five Business Days of our written request at any time or times; 3.2.5 you shall permit us to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business; 3.2.6 if any of the audits referred to in Clause 3.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights (whether under this Agreement or at law), you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and 3.2.7 any act or omission of any Authorised User shall be considered as if it was your act or omission; you must promptly notify us if you become aware of any or any suspected breaches of this Agreement by any Authorised User. 3.3 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that: 3.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 3.3.2 facilitates illegal activity; 3.3.3 depicts sexually explicit images; 3.3.4 promotes unlawful violence; 3.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 3.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without Liability (subject to Clause 14.2) and without prejudice to our other rights and remedies whether under this Agreement or at law, to disable your access to the Services if you are in breach of this Clause 3.3. 3.4 You shall not, except as may be required by any applicable law which is incapable of exclusion by agreement between the Parties: 3.4.1 and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Software in any form or media or by any means; or 3.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services and/or Software; or 3.4.3 access all or any part of the Services in order to build a product or service which competes with the Services and/or Software; or 3.4.4 use the Services to provide services to third parties; or 3.4.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Software available to any third party except the Authorised Users, or 3.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services, except as expressly provided for by this Agreement. 3.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Software and, in the event of any such unauthorised access or use, promptly notify us. 3.6 The rights provided under this Clause 3 are granted to you only, and shall not be considered granted to any subsidiary or holding company of you.

Access Licence. 3.1 We hereby grant to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Term solely for your internal business operations. 3.2 By submitting your Order, you warrant that the turnover of your business in the current financial year relevant to your business is less than, or is properly and diligently expected to be, less than $100 million. 3.3 When you submit your RegistrationOrder, the Administrator will be sent an email asking the Administrator to verify that email address; once verified, that email address will be granted free access to our basic user account, as the Administrator. The Administrator will be able to add individual user accounts, for Authorised Users to access the Services, by using functionality available through the Administrator’s Account. In relation to the Authorised Users, you undertake that: 3.2.1 3.3.1 each Authorised User shall keep a secure password for use of the Services, and that each Authorised User shall keep his/her password confidential; 3.2.2 3.3.2 each Authorised User shall use a corporate email account allocated to them by you when creating an Authorised User account; 3.2.3 3.3.3 only one Authorised User may access the Services using an Authorised User account at any one time; 3.2.4 3.3.4 you shall maintain a written, up to date list of current Authorised Users and provide such list to us within five Business Days of our written request at any time or times; 3.2.5 3.3.5 you shall permit us to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business; 3.2.6 3.3.6 if any of the audits referred to in Clause 3.2.5 3.3.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights (whether under this Agreement or at law), you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and 3.2.7 3.3.7 any act or omission of any Authorised User shall be considered as if it was your act or omission; you must promptly notify us if you become aware of any or any suspected breaches of this Agreement by any Authorised User. 3.3 3.4 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that: 3.3.1 3.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 3.3.2 3.4.2 facilitates illegal activity; 3.3.3 3.4.3 depicts sexually explicit images; 3.3.4 3.4.4 promotes unlawful violence; 3.3.5 3.4.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 3.3.6 3.4.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without Liability (subject to Clause 14.2) and without prejudice to our other rights and remedies whether under this Agreement or at law, to disable your access to the Services if you are in breach of this Clause 3.33.4. 3.4 3.5 You shall not, except as may be required by any applicable law which is incapable of exclusion by agreement between the Parties: 3.4.1 3.5.1 and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Software in any form or media or by any means; or 3.4.2 3.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services and/or Software; or 3.4.3 3.5.3 access all or any part of the Services in order to build a product or service which competes with the Services and/or Software; or 3.4.4 3.5.4 use the Services to provide services to third parties; or 3.4.5 3.5.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Software available to any third party except the Authorised Users, or 3.4.6 3.5.6 attempt to obtain, or assist third parties in obtaining, access to the Services, except as expressly provided for by this Agreement. 3.5 3.6 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Software and, in the event of any such unauthorised access or use, promptly notify us. 3.6 3.7 The rights provided under this Clause 3 are granted to you only, and shall not be considered granted to any subsidiary or holding company of you.