Authorised Users. 2.1 Subject to the Customer purchasing and using the Services in accordance with and subject to the terms and conditions of this Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations. 2.2 The Customer undertakes that: 2.2.1 it will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; 2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential; 2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times; 2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation to the use of the Services; 2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; 2.2.6 if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Boomerang's other rights, the Customer shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individual; and 2.2.7 if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, the Customer shall pay to Boomerang an amount equal to such underpayment as calculated in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit. 2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that: 2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing; 2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 2.3.3 facilitates illegal activity; 2.3.4 depicts sexually explicit images; 2.3.5 promotes unlawful violence; 2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; 2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or 2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. 2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement: 2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; 2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; 2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation; 2.4.4 use the Services and/or Documentation to provide services to third parties; 2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or 2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and 2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer. 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang. 2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 3 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement, Software as a Service Agreement
Authorised Users. 2.1 Subject to the 5.1 The Customer purchasing and using shall ensure that only Authorised Users use the Services and that such use is at all times in accordance with and subject this Agreement. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the Services, the employees or contractors of the Customer or the Authorised Affiliates.
5.2 The Customer shall keep a list of all Authorised Users and shall notify the Supplier within three Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in advance, the Supplier shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.
5.3 The Customer shall ensure that the number of Authorised Users for each Service does not exceed the number of Purchased Authorised Users Accounts for the relevant Service at any time. The Customer is entitled to remove one individual as an Authorised User and replace them with another individual in accordance with the terms and conditions of this Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the but Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 it will User accounts cannot allow be shared or suffer any user subscription to be used by more than one individual at the same time.
5.4 Without prejudice to any other right or remedy of the Supplier, in the event the Customer is in breach of clause 5.3 then:
5.4.1 the warranties in clause 10.1 shall cease to apply for the duration of the period during which the Customer is in breach of clause 5.3; and
5.4.2 the Customer shall be liable to pay for the number of Authorised User unless it has been reassigned Users above the number of Purchased Authorised Users Accounts for that Service for the relevant period during which infringement occurred in accordance with the Pricing Terms.
5.5 The Customer shall:
5.5.1 be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its entirety own;
5.5.2 only provide Authorised Users with access to another individual the Services via the access method provided by the Supplier and shall not provide access to (or permit access by) anyone other than an Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;; and
2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and 5.5.3 procure that each Authorised User shall keep his password confidential;(and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under our Agreement, including all obligations and restrictions relating to the Supplier’s Confidential Information.
2.2.3 it shall maintain a written5.6 The Customer warrants and represents that it, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with all instructions, guidelines and/or provisions of any third party (or with other individuals except those with administration rights at the Documentation in relation to the Customer and its Authorised Affiliate’s organisation as necessary for use of the Services;Service) their password or access details for any Service.
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services 5.7 The Customer shall be accepted (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere comply with the Customer's normal conduct Code of business;Conduct and all other provisions of this Agreement.
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that 5.8 If any password has been provided to any an individual who that is not an Authorised User, then the Customer shall, without delay, disable any such passwords and notify the Supplier immediately.
5.9 The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Services, the Customer Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Customer Data or the Documentation (or any part) to, or access or use the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, the United States, the European Union or any of its member states, without first obtaining such licence or other approval. Without prejudice to Boomerang's other rightsthe Supplier’s obligations under the Data Protection Policy, the Customer shall promptly disable such passwords be solely responsible for ensuring its access, importation and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 if any use of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rightsServices, the Customer shall pay to Boomerang an amount equal to such underpayment as calculated Data and Documentation in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or into any part of the Software;
2.4.3 access Subscribed Territory or elsewhere complies with all or any part of the Services export and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customerlaws.
2.5 The Customer 5.10 Clauses 5.5 to 5.9 (inclusive) shall use all reasonable endeavours to prevent any unauthorised access to, survive termination or use of, the Services and/or the Documentation and, in the event expiry of any such unauthorised access or use, promptly notify Boomerangour Agreement.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 2 contracts
Sources: Master Saas Terms, Master Saas Terms
Authorised Users. 2.1 Subject to 3.1 The Customer shall ensure that only Authorised Users use the Customer purchasing Subscribed Services and using the Services that such use is at all times in accordance with and subject our Agreement. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the Subscribed Services, the employees or contractors of the Customer or the Authorised Affiliates.
3.2 The Customer shall keep a list of all Authorised Users and shall notify the Supplier within two Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in advance, the Customer shall provide such information to the Supplier as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.
3.3 The Customer shall ensure that the number of Authorised Users for each Subscribed Service do not exceed the number of Purchased Authorised Users Accounts for the relevant Subscribed Service at any time. The Customer is entitled to remove one individual as an Authorised User and replace them with another individual in accordance with the terms and conditions of this our Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the but Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 it will User accounts cannot allow be shared or suffer any user subscription to be used by more than one individual at the same time.
3.4 Without prejudice to any other right or remedy of the Supplier, in the event the Customer is in breach of clause 3.3 then:
3.4.1 the warranties in clause 9.1 shall cease to apply to the relevant Subscribed Service for the duration of the period during which the Customer is in breach of clause 3.3; and
3.4.2 the Customer shall be liable to pay for the number of Authorised User unless it has been reassigned Users above the number of Purchased Authorised Users Accounts for that Subscribed Service for the relevant period during which infringement occurred in accordance with the Supplier’s Standard Pricing Terms.
3.5 The Customer shall:
3.5.1 be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its entirety own;
3.5.2 only provide Authorised Users with access to another individual the Services via the access method provided by the Supplier and shall not provide access to (or permit access by) anyone other than an Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;; and
2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and 3.5.3 procure that each Authorised User shall keep his password confidential;(and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under our Agreement, including all obligations and restrictions relating to the Supplier’s Confidential Information.
2.2.3 it shall maintain a written3.6 The Customer warrants and represents that it, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with all instructions, guidelines and/or provisions of any third party (or with other individuals except those with administration rights at the Documentation in relation to the Customer and its Authorised Affiliate’s organisation as necessary for use of the Services;Service) their password or access details for any Subscribed Service.
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services 3.7 The Customer shall be accepted (and shall procure all Authorised Affiliates and Authorised Users shall) at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere comply with the Customer's normal conduct Acceptable Use Policy and all other provisions of business;our Agreement.
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that 3.8 If any password has been provided to any an individual who that is not an Authorised User, then the Customer shall, without prejudice delay, disable any such passwords and notify the Supplier immediately.
3.9 The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to Boomerang's other rightsthe Services, the Customer shall promptly disable such passwords Data and Boomerang the Documentation (or any part thereof) (Export Control Laws), and shall not issue any new passwords to any such individual; and
2.2.7 if any export or re-export, directly or indirectly, separately or as a part of a system, the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rightsServices, the Customer shall pay to Boomerang Data or the Documentation (or any part thereof) to, or access or use the Services, the Customer Data or the Documentation (or any part thereof) in, any country or territory for which an amount equal to such underpayment as calculated in accordance with export licence or other approval is required under the prices set out in the Customer’s UI within 10 Business Days laws of the date United Kingdom, the United States, the European Union or any of the relevant audit.
2.3 its member states, without first obtaining such licence or other approval. The Customer shall not be solely responsible for ensuring its access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its importation and use of the Services that:
2.3.1 is used Services, the Customer Data and Documentation in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or into any part of the Software;Subscribed Territory or elsewhere complies with all Export Control Laws and all other applicable laws.
2.4.3 access all or any part of the Services and Documentation in order 3.10 The Customer undertakes:
3.10.1 contractually to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to oblige any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, whom it discloses or assist third parties transfers any such data or products to make an undertaking to it in obtaining, access similar terms to the Services and/or Documentation, other than as provided under this one set out above at clause 23.9; and
2.4.7 shall not use 3.10.2 if requested, to provide the Supplier with any Plug-Ins apart from expressly authorised reasonable assistance to enable the Supplier to perform any activity which may be required by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI competent government or agency in any communications from Boomerang to relevant jurisdiction for the Customerpurpose of compliance with any Export Control Laws or other applicable laws.
2.5 The Customer 3.11 Clauses 3.5 to 3.10 (inclusive) shall use all reasonable endeavours to prevent any unauthorised access to, survive termination or use of, the Services and/or the Documentation and, in the event expiry of any such unauthorised access or use, promptly notify Boomerangour Agreement.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 2 contracts
Sources: Software as a Service (Saas) Agreement, Software as a Service (Saas) Agreement
Authorised Users. 2.1 Subject to 4.1 The Customer shall ensure that only Authorised Users use the Customer purchasing Subscribed Services and using the Services that such use is at all times in accordance with and subject the Agreement. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the terms and conditions Subscribed Services, the employees or contractors of this Agreement, Boomerang hereby grants to the Customer or the Authorised Affiliates.
4.2 The Customer shall keep a non-exclusivelist of all Authorised Users and shall promptly notify ▇▇▇▇▇▇▇ if any updates to any list of Authorised Users are made or required, non-transferable right including when Authorised Users cease to permit be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in advance, the Customer shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.
4.3 The Customer shall:
4.3.1 be liable for the acts and omissions of the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.Authorised Affiliates as if they were its own;
2.2 The Customer undertakes that:
2.2.1 it will 4.3.2 not allow provide access to (or suffer any user subscription to be used by more permit access by) anyone other than one individual Authorised User unless it has been reassigned in its entirety to another individual an Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;; and
2.2.2 4.3.3 procure that each Authorised User shall (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under the Agreement, including all obligations and restrictions relating to Artemis’ Confidential Information.
4.4 The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep a secure password confidential and not share with any third party (or with other individuals except those with administration rights at the Customer and its Authorised Affiliate’s organisation as necessary for his use of the Services Service) their password, log-in details and Documentation, that such password access codes in relation to any Subscribed Service.
4.5 The Customer shall be changed no less frequently than monthly and procure that each Authorised User shall keep his password confidential;
2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation following security measures:
4.5.1 ensuring passwords used to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use access any part of the Services shall be accepted at all times as correct (save for manifest error) include letters, numbers and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of businesssymbols;
2.2.6 if 4.5.2 ensuring such passwords are changed on a frequent (at least monthly) basis; and
4.5.3 following any of the audits referred to in clause 2.2.5 reveal that other reasonable security instructions or directions from ▇▇▇▇▇▇▇.
4.6 If any password has been provided to any an individual who that is not an Authorised User, then without prejudice to Boomerang's other rights, the Customer shall promptly shall, without delay, disable any such passwords and Boomerang notify Artemis immediately.
4.7 Clauses 4.3 to 4.5 (inclusive) shall not issue any new passwords to any such individual; and
2.2.7 if any survive termination or expiry of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, the Customer shall pay to Boomerang an amount equal to such underpayment as calculated in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant auditAgreement.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 2 contracts
Sources: General Terms & Conditions, General Terms & Conditions
Authorised Users. 2.1 Subject to the Customer purchasing restrictions set out in this clause 2, and using the Services in accordance with and subject to the other terms and conditions of this Agreementagreement, Boomerang the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Services and the Documentation during the Subscription Term solely for the Customer's ’s internal business operations. This licence is subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 8.1.
2.2 The In relation to the Authorised Users, the Customer undertakes that:
2.2.1 (a) where applicable, the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time and it will not allow or suffer any user subscription User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.2.2 (b) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly regularly and that each Authorised User shall keep his password confidential;
2.2.3 it shall maintain a written(c) in any given year, up they will not perform reassignments amounting to date list more than 50% of current Authorised Users and provide such list to Boomerang within 5 Business Days the total number of Boomerang's written request at any time or timesUser Subscriptions purchased by the Subscriber;
2.2.4 (d) if it agrees is discovered that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation Customer has underpaid Subscription Fees to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised UserSupplier, then without prejudice to Boomerang's other rights, the Customer shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's Supplier’s other rights, the Customer shall pay to Boomerang the Supplier an amount equal to such underpayment as calculated in accordance with the prices Charges set out in the Customer’s UI a successfully raised Call-Off Contract within 10 Business Days of the date of the relevant audit.
2.3 The Neither party shall, and the Customer shall not procure the Authorised Users do not, access, store, distribute or transmit any materialViruses, information, documentation, messages and/or viruses (including or any destructive and/or disabling code) material during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or deatha) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 (b) facilitates illegal activity;
2.3.4 (c) depicts sexually explicit images;
2.3.5 (d) promotes unlawful violence;
2.3.6 (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;; or
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that (f) is otherwise illegal or causes damage or injury to any person or property. Boomerang ; and the Supplier reserves the right, without liability (of whatever nature and/or howsoever arising) and/or or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's ’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties parties:
(i) and except to the extent expressly permitted under this Agreement:
2.4.1 agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;; or
2.4.2 (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- human-perceivable form all or any part of the Software;; or
2.4.3 (b) access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;; or
2.4.4 (c) use the Services and/or Documentation to provide services to third parties;; or
2.4.5 (d) subject to clause 21.119, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or, or
2.4.6 (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerangthe Supplier.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 2 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement
Authorised Users. 2.1 Subject a. In relation to the Customer purchasing and using the Services in accordance with and subject to the terms and conditions of this AgreementAuthorised Users, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer Client undertakes that:
2.2.1 i. the maximum number of Authorised Users shall not exceed the number of User Subscriptions it will has purchased from time to time; Client shall maintain a written, up to date list of current Authorised Users and provide such list to Hitachi Consulting within five (5) Business Days of Hitachi Consulting’s written request at any time;
ii. the rights of any Authorised User cannot allow be shared or suffer any user subscription to be used by more than one individual Authorised User (unless it has been such right is reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or DocumentationCloud Services);
2.2.2 iii. each Authorised User shall keep a secure password for his or her use of the Services and DocumentationCloud Services, that such password shall be changed no less frequently than monthly quarterly and that each Authorised User shall keep his or her password confidential;
2.2.3 iv. it shall maintain a writtennotify Hitachi Consulting immediately of any unauthorised use of any password or user id or any other known or suspected breach of security, up and report to date list of current Authorised Users Hitachi Consulting immediately and provide such list use commercially reasonable efforts to Boomerang within 5 Business Days of Boomerang's written request at stop any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation to the unauthorised use of the Services;Cloud Services that is known or suspected by Client.
2.2.5 v. it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang permit Hitachi Consulting to audit Client’s compliance with the use permitted number of the Services in order to gather information and establish the facts relating to such issuesAuthorised Users. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such Such audit may be conducted no more than once per quarter, at BoomerangHitachi Consulting's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the CustomerClient's normal conduct of business;
2.2.6 if , provided that Hitachi Consulting shall have the right to conduct such audit at any of the audits referred to in clause 2.2.5 reveal time it reasonably believes that Client has more Authorised Users than User Subscriptions. If any password has been provided to any individual who is not an Authorised User, then without prejudice to Boomerang's other rights, the Customer shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 if any of the audits referred to in clause 2.2.5 reveal audit reveals that the Customer Client has underpaid Subscription Fees to BoomerangHitachi Consulting, then without prejudice to Boomerang's other rights, the Customer Client shall pay to Boomerang Hitachi Consulting an amount equal to such underpayment as calculated in accordance with the prices set out in applicable Order, plus interest at the Customer’s UI rate of one and one-half percent (1½%) per month (or such lesser amount as may be the maximum permitted by law) from the date of violation, and the reasonable cost of the audit, within 10 ten (10) Business Days of the date of the relevant audit.
2.3 The Customer b. Client may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the applicable Order and Hitachi Consulting shall grant access to the Cloud Services to such additional Authorised Users in accordance with the provisions of this Agreement. If Client wishes to purchase additional User Subscriptions, Client shall notify Hitachi Consulting in writing. Hitachi Consulting shall evaluate such request for additional User Subscriptions and respond to Client within a reasonable time with approval or disapproval of the request (such approval not accessto be unreasonably withheld). If Hitachi Consulting approves Client’s request to purchase additional User Subscriptions, storeClient shall, distribute or transmit any materialwithin thirty (30) days of the date of Hitachi Consulting’s invoice, informationpay to Hitachi Consulting the relevant Subscription Fee for such additional User Subscriptions and, documentation, messages and/or viruses (including any destructive and/or disabling code) if such additional User Subscriptions are purchased by Client during the course of its use the Subscription Term, such Subscription Fees shall be pro- rated for the remainder of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clauseSubscription Term.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 2 contracts
Sources: Master Solutions Agreement, Master Solutions Agreement
Authorised Users. 2.1 Subject to the Customer purchasing and using the Services in accordance with and subject to the terms and conditions of this Agreement, Boomerang hereby 3.1. Pogo grants to the Customer from the Subscription Services Commencement Date, a non-exclusive, non-transferable right to permit the Authorised Users to use the Subscription Services and the Documentation during the Subscription Term solely term of this Agreement within the Department and for use on the Customer's internal business operationsProject only.
2.2 The 3.2. In relation to Authorised Users, the Customer undertakes that:
2.2.1 3.2.1. the maximum number of Authorised Users that it will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right authorises to access or and use the Services and/or Documentationand the Documentation shall not exceed the number as may be set out in the Services Confirmation or otherwise agreed in writing with Pogo;
2.2.2 3.2.2. each Authorised User shall keep a secure password for his use of the Subscription Services and Documentation, that such password shall be changed no less frequently than monthly Documentation and that each Authorised User shall keep his any password provided to him confidential;
2.2.3 3.2.3. only individuals working within the Department and involved in the Project shall be Authorised Users;
3.2.4. it shall maintain a written, up to provide an up-to-date list of current Authorised Users and provide such list to Boomerang Pogo within 5 Business Days of BoomerangPogo's written request at any time or times;
2.2.4 3.2.5. it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang permit Pogo to audit the use of the Subscription Services in order to gather information and establish the facts relating to such issuesusername of each Authorised User. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such Such audit may be conducted no more than once per quarter, at BoomerangPogo's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
2.2.6 3.2.6. if any of the audits referred to in clause 2.2.5 3.2.5 reveal that any password username has been provided to any individual who is not an Authorised User, then without prejudice to Boomerang▇▇▇▇'s other rights, the Customer shall promptly disable such passwords username and Boomerang Pogo shall not issue any new passwords username to any such individual; and
2.2.7 3.2.7. if any of the audits referred to in clause 2.2.5 3.2.5 reveal that the Customer has underpaid Subscription Fees to BoomerangPogo, then without prejudice to Boomerang's Pogo’s other rights, Pogo reserves the right to charge the Customer shall pay to Boomerang an amount equal to such underpayment as calculated underpayment, which amount shall be payable in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant auditclause 11.
2.3 3.3. The Customer shall not knowingly, and ensure Authorised Users shall not knowingly, access, store, distribute or transmit any materialViruses, information, documentation, messages and/or viruses (including or any destructive and/or disabling code) material during the course of its use of the Subscription Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 3.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;; or
2.3.3 3.3.2. facilitates illegal activity;; or
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 3.3.3. in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang , and Pogo reserves the right, without liability (of whatever nature and/or howsoever arising) and/or or prejudice of whatever nature to any of its other rights to the CustomerCustomer or Authorised Users, to disable the Customer's ’s or Authorised Users’ access to any material that breaches the provisions of this clause.
2.4 3.4. The Customer shall not, and ensure Authorised Users shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and (except to the extent expressly permitted under this Agreement:):
2.4.1 3.4.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute (as applicable) all or any portion of the Software and/or or Documentation (as applicable) in any form or media or by any means;; or
2.4.2 3.4.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- human-perceivable form (as applicable) all or any part of the Software;; or
2.4.3 3.4.3. access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Subscription Services and/or the Documentation;; or
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 3.4.4. attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or or Documentation, other than as provided under this clause 23; andor
2.4.7 shall not use 3.4.5. attempt to bypass or disable any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in security feature or mechanism within the Customer’s UI or in any communications from Boomerang to the CustomerSubscription Services.
2.5 3.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or and the Documentation and, in the event of any such unauthorised access or use, promptly notify BoomerangPogo.
2.6 3.6. The rights provided under this clause 2 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Subscription Service Agreement
Authorised Users. 2.1 Subject 9.1 The parties acknowledge that, notwithstanding the licence restrictions set out at clause 11, there is in principle no limit on the number of Authorised Users who may access and use the Solutions and Environment or otherwise receive the Services.
9.2 In relation to the Authorised Users, the Customer:
9.2.1 is and shall at all times remain responsible for the acts and omissions of all Authorised Users as if they were the acts and/or omissions of the Customer purchasing and itself;
9.2.2 will provide all Authorised Individuals with a copy of the User Notice prior to their accessing or using the Services in accordance with and subject to the terms and conditions of this AgreementSolutions, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 it will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services Environment and/or DocumentationServices;
2.2.2 9.2.3 will ensure that each Authorised User shall keep keeps a secure and unique password for his their use of the Services Solutions and Documentationaccess to the Environment and Services, that such password shall be is changed no less frequently than monthly once per Month and that each Authorised User shall keep his keeps their password confidential;
2.2.3 it 9.2.4 Acknowledges that if any Authorised User does not log in for any continuous period of 30 days or more, EMIS may (at its discretion) prompt such user to change their password before allowing any further access to the Solutions, Environment and/or Services (for that user only);
9.2.5 shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang EMIS within 5 Business Working Days of Boomerang's EMIS’ written request at and shall otherwise notify EMIS as soon as reasonably practicable when any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation cease to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services employed by the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice(or, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Boomerang's other rights, the Customer shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 if any of the audits referred to in clause 2.2.5 reveal event that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, the Customer shall pay to Boomerang an amount equal to such underpayment Authorised User is from a different organisation (as calculated approved by EMIS in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages Agreement) then when they cease to be employed by such third party organisation) and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation cease to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except require access to the extent that such use is expressly and specifically agreed by Boomerang in writingSolutions, Environment and/or Services;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions 9.2.6 acknowledges that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves EMIS has the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of acting reasonably but entirely in its other rights to the Customerdiscretion, to disable the Customer's access refuse to allow any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the particular proposed Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2Individual from becoming an Authorised User; and
2.4.7 9.2.7 will not permit any Authorised User account to be used by more than one individual unless it has been reassigned in its entirety to another individual, in which case the prior Authorised Individual shall not use no longer have any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang right to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use ofthe Solutions, Environment and/or receive the Services and/or Services. For the Documentation and, in the event avoidance of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall doubt an Authorised User account cannot be considered granted to any subsidiary reassigned on a regular or holding company of the Customerfrequent basis between Authorised Users.
Appears in 1 contract
Sources: Master Services Agreement
Authorised Users. 2.1 Subject In relation to the Customer purchasing and using Authorised Users, the Services in accordance with and subject to the terms and conditions of this Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer Company undertakes that:
2.2.1 (a) the maximum number of Authorised Users that it authorises to access and use the Service and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any user subscription User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Service and the Documentation;
2.2.2 (c) each Authorised User shall use the Company Password for his use of the Service and and each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password Company Password confidential;
2.2.3 (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang permit BSE Peak Holding to audit the use of the Services Service in order to gather information and establish the facts relating to such issuesname and password of each Authorised User. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such Such audit may be conducted no more than once per quarter, at Boomerang's BSE Peak Holding’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the CustomerCompany's normal conduct of businessbusiness and such audit shall not, for the avoidance of doubt, require any access to the Company’s premises;
2.2.6 (e) if any of the audits referred to in clause 2.2.5 1.5
(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Boomerang's BSE Peak Holding’s other rights, the Customer Company shall promptly disable such passwords and Boomerang BSE Peak Holding shall not issue any new passwords to any such individual; and
2.2.7 (f) if any of the audits referred to in clause 2.2.5 1.5(d) reveal that the Customer Company has underpaid Fees Charges to BoomerangBSE Peak Holding, then without prejudice to Boomerang's BSE Peak Holding’s other rights, the Customer Company shall pay to Boomerang BSE Peak Holding an amount equal to such underpayment as calculated in accordance with the prices set out in the Customer’s UI Schedule A within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Terms of Service
Authorised Users. 2.1 Subject 6.1 In relation to the Customer purchasing and using the Services in accordance with and subject to the terms and conditions of this AgreementAuthorised Users, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes You undertake that:
2.2.1 it will (a) Your Primary Contact has full authority and responsibility for managing all Authorised Users on your behalf;
(b) each Authorised User shall keep their Credentials for their use of the PACE Services and Documentation secure and confidential at all times;
(c) You shall not allow or suffer any user subscription Authorised User’s Credentials to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentationindividual;
2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
2.2.3 it (d) You shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang Us within 5 (five) Business Days of Boomerang's Our written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation (e) You shall permit Us or Our designated auditor to the audit Your use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the PACE Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services Your data processing facilities in order to gather information establish Credentials of each Authorised User and establish the facts relating to such issues. Boomerang shall in any event have the right order to audit Customer’s use compliance with this Agreement. Save in the case where We have reasonable grounds to suspect a breach by You of the Services provided that terms of this Agreement, each such audit may be conducted no more than once per quarter, year at Boomerang's Our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's Your normal conduct of business;
2.2.6 (f) if any of the audits referred to in clause 2.2.5 Clause 6.1(d) reveal that any password has an Authorised User’s Credentials have been provided to any an individual who is not an Authorised User, then without prejudice to Boomerang's Our other rights, the Customer You shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individualnotify Us; and
2.2.7 (g) if any of the audits referred to in clause 2.2.5 Clause 6.1(d) reveal that the Customer has You have underpaid Fees to Boomerangus, then without prejudice to Boomerang's Our other rights, the Customer You shall pay to Boomerang Us an amount equal to such underpayment as calculated in accordance with the prices Fees set out in the Customer’s UI Order Form within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit (h) if any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used audits referred to in any way forClause 6.1(d) reveal that You have breached the terms of this Agreement, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves We reserve the right, without liability (of whatever nature and/or howsoever arising) and/or or prejudice of whatever nature to any of its Our other rights to the CustomerYou, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, Your access to the PACE Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use at any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customertime without notice.
2.5 The Customer 6.2 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the PACE Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerangus.
2.6 The rights provided under this clause 2 are granted 6.3 You shall ensure you have entered into binding end user Agreement with each of Your Authorised Users, valid for the duration of their access to the Customer onlyPACE Services and directly enforceable by Us, and shall not be considered granted in which each Authorised User covenants to any subsidiary or holding company of comply in full with the CustomerUser Terms.
Appears in 1 contract
Sources: Master Terms and Conditions
Authorised Users. 2.1 Subject to the Customer purchasing and using the Services in accordance with and subject to the terms and conditions of this Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operationsoperations regarding Use Cases that are agreed in writing with Boomerang.
2.2 The Customer undertakes that:
2.2.1 the maximum number of Authorised Users in the Service Profile that it authorises to access and use the Services and the Documentation shall not exceed the agreed number of Authorised Users;
2.2.2 it will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.2.2 2.2.3 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
2.2.3 2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 2.2.5 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation to the use of the Services;
2.2.5 2.2.6 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services then the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting shall permit Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
2.2.6 2.2.7 if any of the audits referred to in clause 2.2.5 2.2.6 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Boomerang's other rights, the Customer shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 2.2.8 if any of the audits referred to in clause 2.2.5 2.2.6 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, the Customer shall pay to Boomerang an amount equal to such underpayment as calculated in accordance with the prices set out referenced in the Customer’s UI Service Profile within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang and is stated in writingthe Service Profile;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 2.4.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 2.4.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Terms of Service
Authorised Users. 2.1 Subject to 7.1 The Customer will ensure that only Authorised Users use the Customer purchasing Subscribed Services and using the Services that such use is at all times in accordance with this Agreement and subject any ▇▇▇▇/ToU or terms applicable to it. The Customer will ensure that Authorised Users are, at all times while they have access to the Subscribed Services, the employees or contractors of the Customer or the Affiliates.
7.2 The Customer will keep a list of all Authorised Users and will notify the Supplier within 2 (two) Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity so that they are no longer entitled to be Authorised Users.
7.3 The Customer will ensure that the number of Authorised Users for each Subscribed Service do not exceed the number of Purchased Authorised Users Accounts for the relevant Subscribed Service at any time. The Customer is entitled to remove one individual as an Authorised User and replace them with another individual in accordance with the terms and conditions of this our Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the but Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 it will User accounts cannot allow be shared or suffer any user subscription to be used by more than one individual at the same time.
7.4 Without prejudice to any other right or remedy of the Supplier, in the event the Customer is in breach of clause 7.3 then:
a) the warranties in clause 5.1 will cease to apply to the relevant Subscribed Service for the duration of the period during which the Customer is in breach of clause 7.3; and
b) the Customer will be liable to pay for the number of Authorised User unless it has been reassigned Users above the number of Purchased Authorised Users Accounts for that Subscribed Service for the relevant period during which infringement occurred in accordance with the Supplier’s Standard Pricing Terms.
7.5 The Customer will:
a) be liable for the acts and omissions of the Authorised Users and its entirety Affiliates as if they were its own;
b) only provide Authorised Users with access to another individual the Services via the access method provided by the Supplier and will not provide access to (or permit access by) anyone other than an Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;; and
2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and c) ensure that each Authorised User shall keep his password confidential;(and each Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under this Agreement, including all obligations and restrictions relating to the Supplier’s Confidential Information.
2.2.3 it shall maintain a written7.6 The Customer warrants and represents that it, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply all others acting on its or their behalf (including systems administrators) will, keep confidential and not share with all instructions, guidelines and/or provisions of any third party (or with other individuals except those with administration rights at the Documentation in relation to the Customer and its Authorised Affiliate’s organisation as necessary for use of the Services;Service) their password or access details for any Subscribed Service.
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted 7.7 The Customer will (and will ensure all Affiliates and Authorised Users will) at all times comply with the ▇▇▇▇/ToU applicable to third party software (as correct (save for manifest erroramended) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use or services used as part of the Services/Subscribed Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use all other provisions of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;Agreement.
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that 7.8 If any password has been provided to any an individual who that is not an Authorised User, then the Customer will, without prejudice delay, disable any such passwords and notify the Supplier immediately.
7.9 The Customer will comply (and will ensure all Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to Boomerang's other rightsthe Services, the Customer shall promptly disable such passwords Data (or any part), and Boomerang shall will not issue any new passwords to any such individual; and
2.2.7 if any export or re-export, directly or indirectly, separately or as a part of a system, the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rightsServices, the Customer shall pay to Boomerang Data (or any part) to, or access or use the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an amount equal to such underpayment as calculated in accordance with export licence or other approval is required under the prices set out in the Customer’s UI within 10 Business Days laws of the date United Kingdom, the United States, the European Union or any of its member states, without first obtaining such licence or other approval. Without prejudice to the relevant audit.
2.3 The Supplier’s obligations under the Data Protection Addendum, the Customer shall not will be solely responsible for ensuring its access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its importation and use of the Services that:
2.3.1 is used Services, the Customer Data in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or into any part of the Software;
2.4.3 access Subscribed Territory or elsewhere complies with all or any part of the Services export and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customerlaws.
2.5 The Customer shall use all reasonable endeavours 7.10 Clauses 7.5 to prevent any unauthorised access to, 7.9 (inclusive) will survive termination or use of, the Services and/or the Documentation and, in the event expiry of any such unauthorised access or use, promptly notify Boomerangthis Agreement.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: It Services & Support Agreement
Authorised Users. 2.1 Subject 6.1 In relation to the Customer purchasing and using the Services in accordance with and subject to the terms and conditions of this AgreementAuthorised Users, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes You undertake that:
2.2.1 it (a) Your Primary Contact has full authority and responsibility for managing all Authorised Users on your behalf;
(b) each Authorised User shall keep their Credentials for their use of the PACE Services and Documentation secure and confidential at all times;
(c) You will not allow or suffer any user subscription Authorised User’s Credentials to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentationindividual;
2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
2.2.3 it (d) You shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang Us within 5 (five) Business Days of Boomerang's Our written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation (e) You shall permit Us or Our designated auditor to the audit Your use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the PACE Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services Your data processing facilities in order to gather information establish Credentials of each Authorised User and establish the facts relating to such issues. Boomerang shall in any event have the right order to audit Customer’s use compliance with this Agreement. Save in the case where We have reasonable grounds to suspect a breach by You of the Services provided that terms of this Agreement, each such audit may be conducted no more than once per quarter, year at Boomerang's Our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's Your normal conduct of business;
2.2.6 (f) if any of the audits referred to in clause 2.2.5 Clause 6.1(e) reveal that any password has an Authorised User’s Credentials have been provided to any an individual who is not an Authorised User, then without prejudice to Boomerang's Our other rights, the Customer You shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individualnotify Us; and
2.2.7 (g) if any of the audits referred to in clause 2.2.5 Clause 6.1(e) reveal that the Customer has You have underpaid Fees to Boomerangus, then without prejudice to Boomerang's Our other rights, the Customer You shall pay to Boomerang Us an amount equal to such underpayment as calculated in accordance with the prices Fees set out in the Customer’s UI Order Form within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit (h) if any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used audits referred to in any way forClause 6.1(e) reveal that You have breached the terms of this Agreement, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves We reserve the right, without liability (of whatever nature and/or howsoever arising) and/or or prejudice of whatever nature to any of its Our other rights to the CustomerYou, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, Your access to the PACE Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use at any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customertime without notice.
2.5 The Customer 6.2 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the PACE Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerangus.
2.6 The rights provided under this clause 2 6.3 You are granted to the Customer only, responsible for all acts and shall not be considered granted to any subsidiary or holding company omissions of Authorised Users in connection with their use of the CustomerPACE Services. You agree to take reasonable efforts to make all Authorised Users aware of User Terms and other provisions of this Agreement which apply to such Authorised Users and to cause Authorised Users to comply with such provisions.
Appears in 1 contract
Sources: Master Services Agreement
Authorised Users. 2.1 Subject to 3.1 The Customer shall ensure that only Authorised Users use the Customer purchasing Subscribed Services and using the Services that such use is at all times in accordance with and subject our Agreement. The Customer shall ensure that Authorised Users are, at all times while they have access to the Subscribed Services, the employees or contractors of the Customer or the Authorised Affiliates.
3.2 The Customer shall keep a list of all Authorised Users and shall notify OSL within two Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in advance, OSL shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.
3.3 The Customer shall ensure that the number of Authorised Users for each Subscribed Service do not exceed the number of Purchased Authorised Users Accounts for the relevant Subscribed Service at any time. The Customer is entitled to remove one individual as an Authorised User and replace them with another individual in accordance with the terms and conditions of this our Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the but each Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 it will User account cannot allow be shared or suffer any user subscription to be used by more than one individual individual.
3.4 Without prejudice to any other right or remedy of OSL, in the event the Customer is in breach of clause 3.3 then:
3.4.1 the warranties in clause 8.1 shall cease to apply for the duration of the period during which the Customer is in breach of clause 3.3; and
3.4.2 the Customer shall be liable to pay for the number of Authorised User unless it has been reassigned Users above the number of Purchased Authorised Users Accounts for that Subscribed Service for the relevant period during which infringement occurred in accordance with OSL’s then-current Standard Pricing Terms.
3.5 The Customer shall:
3.5.1 be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its entirety own;
3.5.2 only provide Authorised Users with access to another individual the Services via the access method provided by OSL and shall not provide access to (or permit access by) anyone other than an Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;; and
2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and 3.5.3 procure that each Authorised User shall keep his password confidential;(and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under our Agreement, including all obligations and restrictions relating to OSL’s Confidential Information.
2.2.3 it shall maintain a written3.6 The Customer warrants and represents that it, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply all others acting on its or their behalf (including any systems administrators) shall, keep confidential and not share with any third party (or with other individuals) their password or access details for any Subscribed Service.
3.7 The Customer shall (and shall ensure all instructions, guidelines and/or provisions of the Documentation in relation to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted Authorised Affiliates and Authorised Users shall) at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere comply with the Customer's normal conduct Acceptable Use Policy and all other provisions of business;our Agreement.
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that 3.8 If any password has been provided to any an individual who that is not an Authorised User, then the Customer shall, without delay, disable any such passwords and notify OSL immediately.
3.9 The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Services, the Customer Data and the Documentation (or any part), and shall not export or re-export or transfer, directly or indirectly, separately or as a part of a system, the Services, the Customer Data or the Documentation (or any part) to, or access or use the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, the United States, the European Union or any of its member states, without first obtaining such licence or other approval. Without prejudice to Boomerang's other rightsOSL’s obligations under the Data Protection Addendum, the Customer shall promptly disable such passwords be solely responsible for ensuring its access, importation and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 if any use of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rightsServices, the Customer shall pay to Boomerang an amount equal to such underpayment as calculated Data and Documentation in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or into any part of the SoftwareSubscribed Territory or elsewhere complies with all export and other laws.
3.10 The Customer warrants on a continuing basis that none of the Customer, the Authorised Affiliates, the Authorised Users nor any person who in relation to the Customer is a connected person:
3.10.1 is subject to any sanctions administered by HM Treasury, the European Union, the United Nations or the Department for Business, Energy and Industrial Strategy;
2.4.3 access all 3.10.2 trades either directly or indirectly with any company, partnership, person or other entity which appears on HM Treasury’s consolidated list of financial sanctions targets in the United Kingdom or which is otherwise subject to any sanctions administered by the HM Treasury, the European Union or the United Nations. Details of the consolidated list of financial sanctions targets can be found on the following website: ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇/publishlive/ConList.html by reason of any activity carried on by the Supplier, its Affiliates or any part person related to the Supplier through any trading office, partnership, subsidiary, joint venture or other entity based in the United States of America or by reason of activity carried on by the Services and Documentation Supplier, its Affiliates or any person connected with the Group pays or causes payment to be made or received in order to build a product US dollars, or service which competes (trades directly or indirectlyindirectly in/with any country, company, partnership, person or other entity which appears on:
(a) with the Services and/or special designated nationals list as maintained by the Documentation;
2.4.4 use Office of Foreign Assets Control (OFAC), details of which are contained on the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2following website: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/ofac/downloads/sdnlist.pdf; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all (b) the list of Boomerangs instructions and directions regarding use financial institutions of such Plug-Ins including any restrictions primary money laundering concern as set out in Section 311 USA Patriot Act 2001, details of which are contained on the Customer’s UI following website: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/resources/statutes-regulations/usa-patriot-act; and
(c) the list of sanctions programs and country information as maintained by OFAC, details of which are set out on the following website: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/resource-center/sanctions/Programs/Pages/ Programs.aspx
3.11 Clauses 3.5 to 3.10 (inclusive) shall survive termination or in any communications from Boomerang to the Customerexpiry of our Agreement.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Das Terms
Authorised Users. 2.1 Subject to 3.1 The Customer shall ensure that only Authorised Users use the Customer purchasing Subscribed Services and using the Services that such use is at all times in accordance with and subject our Agreement. The Customer shall ensure that Authorised Users are, at all times while they have access to the terms and conditions Subscribed Services, the employees or contractors of this Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit or the Authorised Affiliates.
3.2 The Customer shall keep a list of all Authorised Users and shall notify the Supplier within five (5) Business Days if any updates to use any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of relationship is known in advance, the Services and Supplier shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the Documentation during date such person shall cease to be an Authorised User.
3.3 The Customer shall ensure that the Subscription Term solely number of Authorised Users for each Subscribed Service does not exceed the number of Purchased Authorised User Accounts for the Customer's internal business operations.
2.2 relevant Subscribed Service at any time. The Customer undertakes that:
2.2.1 it will is entitled to remove one individual as an Authorised User and replace them with another individual in accordance with the terms of our Agreement but Authorised User accounts cannot allow be shared or suffer any user subscription to be used by more than one individual at the same time.
3.4 Without prejudice to any other right or remedy of the Supplier, in the event the Customer is in breach of clause 3.3 then:
3.4.1 the warranties in clause 9.1 shall cease to apply to the relevant Subscribed Service for the duration of the period during which the Customer is in breach of clause 3.3; and
3.4.2 the Customer shall be liable to pay for the number of Authorised User unless it has been reassigned Users above the number of Purchased Authorised Users Accounts for that Subscribed Service for the relevant period during which infringement occurred in accordance with the Order Form.
3.5 The Customer shall:
3.5.1 be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its entirety own;
3.5.2 only provide Authorised Users with access to another individual the Services via the access method provided by the Supplier and shall not provide access to (or permit access by) anyone other than an Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;; and
2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and 3.5.3 procure that each Authorised User shall keep his password confidential;(and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under our Agreement, including all obligations and restrictions relating to the Supplier’s Confidential Information.
2.2.3 it shall maintain a written3.6 The Customer warrants and represents that it, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with all instructions, guidelines and/or provisions of any third party (or with other individuals except those with administration rights at the Documentation in relation to the Customer and its Authorised Affiliate’s organisation as necessary for use of the Services;Service), their password or access details for any Subscribed Service.
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services 3.7 The Customer shall be accepted (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere comply with the Customer's normal conduct provisions of business;our Agreement.
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that 3.8 If any password has been provided to any an individual who that is not an Authorised User, then the Customer shall, without prejudice delay, disable any such passwords and notify the Supplier immediately.
3.9 Clauses 3.5 to Boomerang's other rights3.8 (inclusive) shall survive termination or expiry of our Agreement.
3.10 If at any time whilst using HN Predict, the Customer exceeds the maximum amount of storage space agreed in the Order Form, the Supplier shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 if any of the audits referred to in clause 2.2.5 reveal that notify the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, and the Customer shall pay to Boomerang an amount equal to such underpayment as calculated in accordance with either promptly remove the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation files from HN Predict in order to build a product reduce its storage usage below the maximum amount or service which competes (directly or indirectly) with pay the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the CustomerSupplier’s UI or in any communications from Boomerang to the Customerthen current excess storage fees.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Master Saas Terms & Conditions
Authorised Users. 2.1 Subject to 3.1 The Customer shall ensure that only Authorised Users use the Customer purchasing Subscribed Services and using the Services that such use is at all times in accordance with and subject our Agreement. The Customer shall ensure that Authorised Users are, at all times while they have access to the Subscribed Services, the employees or contractors of the Customer or Authorised Affiliates.
3.2 The Customer shall keep a list of all Authorised Users and shall notify the Supplier within two Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in advance, the Supplier shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.
3.3 The Customer shall ensure that the number of Authorised Users for each Subscribed Service do not exceed the number of Purchased Authorised Users Accounts for the relevant Subscribed Service at any time. The Customer is entitled to remove one individual as an Authorised User and replace them with another individual in accordance with the terms and conditions of this our Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the but Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 it will User accounts cannot allow be shared or suffer any user subscription to be used by more than one individual at the same time.
3.4 Without prejudice to any other right or remedy of the Supplier, in the event the Customer is in breach of clause 3.3 then:
3.4.1 the warranties in clause 8.1 shall cease to apply (to the relevant subscribed service) for the duration of the period during which the Customer is in breach of clause 3.3; and
3.4.2 the Customer shall be liable to pay for the number of Authorised User unless it has been reassigned Users above the number of Purchased Authorised Users Accounts for that Subscribed Service for the relevant period during which infringement occurred in accordance with the Supplier’s Standard Pricing Terms.
3.5 The Customer shall:
3.5.1 be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its entirety own;
3.5.2 only provide Authorised Users with access to another individual the Services via the access method provided by the Supplier and shall not provide access to (or permit access by) anyone other than an Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;; and
2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and 3.5.3 procure that each Authorised User shall keep his password confidential;(and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under our Agreement, including all obligations and restrictions relating to the Supplier’s Confidential Information.
2.2.3 it shall maintain a written3.6 The Customer warrants and represents that it, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with all instructions, guidelines and/or provisions of any third party (or with other individuals except those with administration rights at the Documentation in relation to the Customer and its Authorised Affiliate’s organisation as necessary for use of the Services;Service) their password or access details for any Subscribed Service.
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services 3.7 The Customer shall be accepted (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere comply with the Customer's normal conduct Acceptable Use Policy and all other provisions of business;our Agreement.
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that 3.8 If any password has been provided to any an individual who that is not an Authorised User, then the Customer shall, without delay, disable any such passwords and notify the Supplier immediately.
3.9 The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Services, the Customer Data and the Documentation (or any part), and shall not export or re- export, directly or indirectly, separately or as a part of a system, the Services, the Customer Data or the Documentation (or any part) to, or access or use the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, the United States, the European Union or any of its member states, without first obtaining such licence or other approval. Without prejudice to Boomerang's other rightsthe Supplier’s obligations under the Data Protection Addendum, the Customer shall promptly disable such passwords be solely responsible for ensuring its access, importation and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 if any use of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rightsServices, the Customer shall pay to Boomerang an amount equal to such underpayment as calculated Data and Documentation in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or into any part of the Software;
2.4.3 access Subscribed Territory or elsewhere complies with all or any part of the Services export and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customerlaws.
2.5 The Customer 3.10 Clauses 3.5 to 3.9 (inclusive) shall use all reasonable endeavours to prevent any unauthorised access to, survive termination or use of, the Services and/or the Documentation and, in the event expiry of any such unauthorised access or use, promptly notify Boomerangour Agreement.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Saas Agreement
Authorised Users. 2.1 Subject 9.1 The parties acknowledge that, notwithstanding the licence restrictions set out at clause 11:
9.1.1 there is in principle no limit on the number of Authorised Individuals who may access and use the Solutions and Environment or otherwise receive the Services; and
9.1.2 the Customer shall be limited to one machine-to-machine Authorised User per Order Form. Additional machine-to-machine Authorised Users can be provisioned, subject to EMIS’s agreement in writing and the Customer paying any associated Charges.
9.2 In relation to the Authorised Users, the Customer:
9.2.1 Is, and shall at all times remain, responsible for the acts and omissions of all Authorised Users as if they were the acts and/or omissions of the Customer purchasing and itself;
9.2.2 shall inform EMIS of the relevant Authorised Users for each Project;
9.2.3 will provide all Authorised Individuals with a copy of the User Notice prior to their accessing or using the Services in accordance with and subject to the terms and conditions of this AgreementSolutions, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 it will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services Environment and/or DocumentationServices;
2.2.2 9.2.4 will ensure that each Authorised User shall keep keeps a secure and unique password for his their use of the Services Solutions and Documentationaccess to the Environment and Services, that such password shall be is changed no less frequently than monthly once per Month and that each Authorised User shall keep his keeps their password confidential;
2.2.3 it 9.2.5 acknowledges that if any Authorised User does not log in for any continuous period of 30 days or more, EMIS may (at its discretion) prompt such user to change their password before allowing any further access to the Solutions, Environment and/or Services (for that user only);
9.2.6 shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang EMIS within 5 Business Days of Boomerang's EMIS’ written request at and shall otherwise notify EMIS as soon as reasonably practicable when any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation cease to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services employed by the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice(or, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Boomerang's other rights, the Customer shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 if any of the audits referred to in clause 2.2.5 reveal event that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, the Customer shall pay to Boomerang an amount equal to such underpayment Authorised User is from a different organisation (as calculated approved by EMIS in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages Agreement) then when they cease to be employed by such third party organisation) and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation cease to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except require access to the extent that such use is expressly and specifically agreed by Boomerang in writingSolutions, Environment and/or Services;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions 9.2.7 acknowledges that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves EMIS has the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of acting reasonably but entirely in its other rights to the Customerdiscretion, to disable the Customer's access refuse to allow any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the particular proposed Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2Individual from becoming an Authorised User; and
2.4.7 9.2.8 will not permit any Authorised User account to be used by more than one individual unless it has been reassigned in its entirety to another individual, in which case the prior Authorised Individual shall not use no longer have any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang right to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use ofthe Solutions, Environment and/or receive the Services and/or Services. For the Documentation and, in the event avoidance of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall doubt an Authorised User account cannot be considered granted to any subsidiary reassigned on a regular or holding company of the Customerfrequent basis between Authorised Users.
Appears in 1 contract
Sources: Service Agreement
Authorised Users. 2.1 Subject to 4.1 The Customer shall ensure that only Authorised Users use the Customer purchasing Subscribed Services and using the Services that such use is at all times in accordance with and subject the Agreement. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the terms and conditions Subscribed Services, the employees or contractors of this Agreement, Boomerang hereby grants to the Customer or the Authorised Affiliates.
4.2 The Customer shall keep a non-exclusivelist of all Authorised Users and shall promptly notify MicroMinder if any updates to any list of Authorised Users are made or required, non-transferable right including when Authorised Users cease to permit be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in advance, the Customer shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.
4.3 The Customer shall:
4.3.1 be liable for the acts and omissions of the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.Authorised Affiliates as if they were its own;
2.2 The Customer undertakes that:
2.2.1 it will 4.3.2 not allow provide access to (or suffer any user subscription to be used by more permit access by) anyone other than one individual Authorised User unless it has been reassigned in its entirety to another individual an Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;; and
2.2.2 4.3.3 procure that each Authorised User shall (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under the Agreement, including all obligations and restrictions relating to MicroMinders Confidential Information.
4.4 The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep a secure password confidential and not share with any third party (or with other individuals except those with administration rights at the Customer and its Authorised Affiliate’s organisation as necessary for his use of the Services Service) their password, log-in details and Documentation, that such password access codes in relation to any Subscribed Service.
4.5 The Customer shall be changed no less frequently than monthly and procure that each Authorised User shall keep his password confidential;
2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation following security measures:
4.5.1 ensuring passwords used to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use access any part of the Services shall be accepted at all times as correct (save for manifest error) MicroMinder General Terms and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view Conditions Issue Date: 01 August 2019 Version 2.0 MicroMinder General Terms and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information Conditions include letters, numbers and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of businesssymbols;
2.2.6 if 4.5.2 ensuring such passwords are changed on a frequent (at least monthly) basis; and
4.5.3 following any of the audits referred to in clause 2.2.5 reveal that other reasonable security instructions or directions from MicroMinder.
4.6 If any password has been provided to any an individual who that is not an Authorised User, then without prejudice to Boomerang's other rights, the Customer shall promptly shall, without delay, disable any such passwords and Boomerang notify MicroMinder immediately.
4.7 Clauses 4.3 to 4.5 (inclusive) shall not issue any new passwords to any such individual; and
2.2.7 if any survive termination or expiry of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, the Customer shall pay to Boomerang an amount equal to such underpayment as calculated in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant auditAgreement.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: General Terms & Conditions
Authorised Users. 2.1 Subject to the 3.1 The Customer purchasing and using the Services in accordance with and subject to the terms and conditions of this Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the shall ensure that only Authorised Users to use the Services and that such use is at all times in accordance with this Agreement. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the Documentation during Services, the Subscription Term solely employees, contractors or administrators of the Customer, the Authorised Affiliates or fall into other categories agreed with Sprout in writing.
3.2 The Customer shall notify Sprout within two (2) Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users or to access the Sprout Platform. Where termination of such relationship is known in advance, the Customer shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User. Sprout shall be under no obligation to verify the accuracy of whether an Authorised User should be removed from the Sprout Platform.
3.3 The Customer shall ensure that Sprout shall only grant access to the number of Authorised Users specified for the applicable Services and that only such Authorised Users will be permitted to upload content up to the Maximum Storage Limit. In the instance that the Customer reaches either the Maximum Storage Limit on the Sprout Platform or the Customer invites the total number of Authorised Users permitted under the Agreement to the Sprout Platform, Sprout shall notify the Customer and where viable will present the Customer with the option to upgrade the Services to a different option that may better suit the Customer's internal business operationsrequirements.
2.2 3.4 The Customer undertakes that:
2.2.1 it will shall ensure that Authorised User Accounts cannot allow be shared or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety at the same time.
3.5 Without prejudice to another individual Authorised Userany other right or remedy of Sprout, in the event the Customer is in breach of clause 3.3 or 3.4 then:
3.5.1 the warranties in clause 8.1 shall cease to apply to the relevant Services for the duration of the period during which case the prior Customer is in breach of clause 3.4; and
3.5.2 the Customer shall be liable to upgrade and pay for the relevant Services which permits the number of Authorised User shall no longer have any Users (such that the breach of clause 3.4 is remedied) for the relevant period during which the breach occurred in accordance with Sprout’s Standard Subscription Prices.
3.6 The Customer shall:
3.6.1 be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its own;
3.6.2 only grant Authorised Users the right to access or use the Services and/or Documentation;
2.2.2 each subject to the instructions issued by Sprout which will explain how an assigned Customer system administrator can issue invitations through the Sprout Platform, such invitations will automatically generate a link which will be sent to the specified Authorised User prompting them to set up their own user ID and password (Account Authentication Information). Once the Authorised User has set up an account they will be able to access the Sprout Platform and the Services. The Customer shall keep a secure password for his use of the Services and Documentationnot issue invitations, that such password shall be changed no less frequently provide access to (or permit access by) anyone other than monthly and an Authorised User or Authorised Affiliate; and
3.6.3 procure that each Authorised User shall keep his password confidential;(and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under this Agreement, including all obligations and restrictions relating to Sprout’s Confidential Information.
2.2.3 it shall maintain a written3.7 The Customer warrants and represents that it, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with all instructions, guidelines and/or provisions of any third party (or with other individuals except those with administration rights at the Documentation in relation to the Customer and its Authorised Affiliate’s organisation as necessary for use of the Services;) their Account Authentication Information for any Services.
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services 3.8 The Customer shall be accepted (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere comply with the Customer's normal conduct Website Terms of business;Service and all other requirements applicable in this Agreement.
2.2.6 if 3.9 If any of the audits referred to in clause 2.2.5 reveal that any password Account Authentication Information has been provided to any an individual who that is not an Authorised User, then the Customer shall, without prejudice delay, notify Sprout immediately and Sprout may suspend access based on such Account Authentication Information to Boomerang's other rightsthe Sprout Platform or the Services at its discretion.
3.10 The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export (Export Control Laws) that may apply to the Services, the Customer shall promptly disable such passwords Data and Boomerang the Documentation (or any part), and shall not issue any new passwords to any such individual; and
2.2.7 if any export or re-export, directly or indirectly, separately or as a part of a system, the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rightsServices, the Customer shall pay to Boomerang Data or the Documentation (or any part) to, or access or use the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an amount equal to export licence or other approval is required under the laws of Hong Kong and Singapore, without first obtaining such underpayment as calculated in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit.
2.3 licence or other approval. The Customer shall not be solely responsible for ensuring its access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its importation and use of the Services that:
2.3.1 is used Services, the Customer Data and Documentation in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or into any part of the Software;
2.4.3 access Territory or elsewhere complies with all or Export Control Laws and any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customerapplicable laws.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Master Service Agreement
Authorised Users. 2.1 Subject to 7.1 You shall ensure that only Authorised Users use the Customer purchasing On Demand Journeys Portal and using the Services that such use is at all times in accordance with this Agreement.
7.2 You shall keep a list of all Authorised Users and subject shall notify BT within two (2) Business Days if any updates to the list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in advance, you shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.
7.3 You shall ensure that the number of Authorised Users for the On Demand Journeys Portal does not exceed the Authorised User Limit. You are entitled to remove one individual as an Authorised User and replace them with another individual in accordance with the terms and conditions of this Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the but Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 it will User accounts cannot allow be shared or suffer any user subscription to be used by more than one individual at the same time.
7.4 Without prejudice to any other right or remedy of BT, in the event you are in breach of Clause 7.3 then you shall be liable to pay reasonable additional charges based on the Charges for the number of Authorised Users above the Authorised User unless it has been reassigned in its entirety Limit for the relevant period during which the breach occurred.
7.5 You shall:
7.5.1 be liable for the acts and omissions of the Authorised Users as if they were your own, and any obligation on you to another individual do, or to refrain from doing, any act or thing under this Agreement shall include an obligation upon you to procure that all Authorised Users also do, or refrain from doing, such act or thing;
7.5.2 only provide Authorised Users with access to the On Demand Journeys Portal via the access method provided by BT and shall not provide access to (or permit access by) anyone other than an Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;; and
2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and 7.5.3 procure that each Authorised User shall keep his password confidential;is aware of, and complies with, the obligations and restrictions imposed on you under this Agreement, including all obligations and restrictions relating to BT's Confidential Information.
2.2.3 it shall maintain a written7.6 You shall, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerangno more frequently than once per year, permit BT or BT's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang designated auditor to audit the On Demand Journeys Portal, or use BT's requested software reporting, to verify that the total Charges paid you have paid to that date corresponds to the number of Authorised Users who have used the Services On Demand Journeys Portal in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;period.
2.2.6 if 7.7 If any of the audits referred to in clause 2.2.5 Clause 7.6 reveal that any password has been provided you have underpaid the Charges to any individual who is not an Authorised UserBT, then without prejudice to BoomerangBT's other rights, the Customer shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, the Customer you shall pay to Boomerang BT an amount equal to such underpayment as calculated in accordance with the prices set out in the Customer’s UI within 10 Business Days Order Form in accordance with Clause 19.
7.8 You may, from time to time during the Term, request that BT add additional Authorised Users in excess of the date Authorised User Limit by notifying BT in writing. BT shall (acting reasonably) evaluate such request for additional Authorised Users and respond to you with approval or rejection of the relevant audit.
2.3 The Customer request. If BT approves the request, BT shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except grant access to the extent that On Demand Journeys Portal and provide login credentials to such use is expressly and specifically agreed by Boomerang additional Authorised Users in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement accordance with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clauseAgreement.
2.4 7.9 The Customer parties shall not except adjust the Charges to reflect changes made pursuant to Clauses 7.8 in accordance with the Order Form or as may be allowed by any applicable law which is incapable you otherwise agree in writing with BT.
7.10 Clauses 7.5 to 7.10 (inclusive) shall survive termination or expiry of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Terms and Conditions Agreement
Authorised Users. 2.1 Subject to the Customer purchasing and using the Services in accordance with and subject to the terms and conditions of this Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 it will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer▇▇▇▇▇▇▇▇’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Boomerang's other rights, the Customer shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, the Customer shall pay to Boomerang an amount equal to such underpayment as calculated in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Software as a Service Agreement
Authorised Users. 2.1 Subject to the
3.1 The Customer purchasing and using the Services in accordance with and subject to the terms and conditions of this Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the shall ensure that only Authorised Users to use the Services and that such use is at all times in accordance with this Agreement. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the Documentation during Services, the Subscription Term solely employees, contractors or administrators of the Customer, the Authorised Affiliates or fall into other categories agreed with Sprout in writing.
3.2 The Customer shall notify Sprout within two (2) Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users or to access the Sprout Platform. Where termination of such relationship is known in advance, the Customer shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User. Sprout shall be under no obligation to verify the accuracy of whether an Authorised User should be removed from the Sprout Platform.
3.3 The Customer shall ensure that Sprout shall only grant access to the number of Authorised Users specified for the applicable Services and that only such Authorised Users will be permitted to upload content up to the Maximum Storage Limit. In the instance that the Customer reaches either the Maximum Storage Limit on the Sprout Platform or the Customer invites the total number of Authorised Users permitted under the Agreement to the Sprout Platform, Sprout shall notify the Customer and where viable will present the Customer with the option to upgrade the Services to a different option that may better suit the Customer's internal business operationsrequirements.
2.2 3.4 The Customer undertakes that:
2.2.1 it will shall ensure that Authorised User Accounts cannot allow be shared or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety at the same time.
3.5 Without prejudice to another individual Authorised Userany other right or remedy of Sprout, in the event the Customer is in breach of clause 3.3 or 3.4 then:
3.5.1 the warranties in clause 8.1 shall cease to apply to the relevant Services for the duration of the period during which case the prior Customer is in breach of clause 3.4; and
3.5.2 the Customer shall be liable to upgrade and pay for the relevant Services which permits the number of Authorised User shall no longer have any Users (such that the breach of clause 3.4 is remedied) for the relevant period during which the breach occurred in accordance with Sprout’s Standard Subscription Prices.
3.6 The Customer shall:
3.6.1 be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its own;
3.6.2 only grant Authorised Users the right to access or use the Services and/or Documentation;
2.2.2 each subject to the instructions issued by Sprout which will explain how an assigned Customer system administrator can issue invitations through the Sprout Platform, such invitations will automatically generate a link which will be sent to the specified Authorised User prompting them to set up their own user ID and password (Account Authentication Information). Once the Authorised User has set up an account they will be able to access the Sprout Platform and the Services. The Customer shall keep a secure password for his use of the Services and Documentationnot issue invitations, that such password shall be changed no less frequently provide access to (or permit access by) anyone other than monthly and an Authorised User or Authorised Affiliate; and
3.6.3 procure that each Authorised User shall keep his password confidential;(and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under this Agreement, including all obligations and restrictions relating to Sprout’s Confidential Information.
2.2.3 it shall maintain a written3.7 The Customer warrants and represents that it, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with all instructions, guidelines and/or provisions of any third party (or with other individuals except those with administration rights at the Documentation in relation to the Customer and its Authorised Affiliate’s organisation as necessary for use of the Services;) their Account Authentication Information for any Services.
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services 3.8 The Customer shall be accepted (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere comply with the Customer's normal conduct Website Terms of business;Service and all other requirements applicable in this Agreement.
2.2.6 if 3.9 If any of the audits referred to in clause 2.2.5 reveal that any password Account Authentication Information has been provided to any an individual who that is not an Authorised User, then the Customer shall, without prejudice delay, notify Sprout immediately and Sprout may suspend access based on such Account Authentication Information to Boomerang's other rightsthe Sprout Platform or the Services at its discretion.
3.10 The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export (Export Control Laws) that may apply to the Services, the Customer shall promptly disable such passwords Data and Boomerang the Documentation (or any part), and shall not issue any new passwords to any such individual; and
2.2.7 if any export or re-export, directly or indirectly, separately or as a part of a system, the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rightsServices, the Customer shall pay to Boomerang Data or the Documentation (or any part) to, or access or use the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an amount equal to export licence or other approval is required under the laws of Hong Kong and Singapore, without first obtaining such underpayment as calculated in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit.
2.3 licence or other approval. The Customer shall not be solely responsible for ensuring its access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its importation and use of the Services that:
2.3.1 is used Services, the Customer Data and Documentation in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or into any part of the Software;
2.4.3 access Territory or elsewhere complies with all or Export Control Laws and any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customerapplicable laws.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Master Service Agreement
Authorised Users. 2.1 Subject to the Customer purchasing restrictions set out in this clause 2 and using the Services in accordance with and subject to the other terms and conditions of this Agreementagreement, Boomerang the Supplier hereby grants to the Customer a non-exclusive, non-non- transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The In relation to the Authorised Users, the Customer undertakes that:
2.2.1 (a) it will not only allow or suffer any user subscription Authorised Users to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or DocumentationServices;
2.2.2 (b) each Authorised User shall keep a secure password for his their use of the Services and Documentation, that such password shall be frequently changed no less frequently than monthly and that each Authorised User shall keep his their password confidential;
2.2.3 (c) it shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang the Supplier within 5 Business Days of Boomerang's the Supplier’s written request at any time or times;
2.2.4 it agrees (d) ensure that it and all any Authorised Users will follow and comply with all instructions, guidelines and/or provisions User which has left the employment of the Documentation in relation Customer has its access to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services or Documentation immediately removed and reassigned in its entirely to another individual user.
(e) it shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding permit the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang Supplier to audit the use of the Services in order to gather information and establish the facts relating to such issuesname and password of each Authorised User. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such Such audit may be conducted no more than once per quarter, at Boomerangthe Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
2.2.6 (f) if any of the audits referred to in clause 2.2.5 2.2(e) reveal that any password login has been provided to any individual who is not an Authorised User, then without prejudice to Boomerangthe Supplier's other rights, the Customer Supplier shall promptly disable such passwords and Boomerang the Supplier shall not issue any new passwords to any such individual; and
2.2.7 if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, the Customer shall pay to Boomerang an amount equal to such underpayment as calculated in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any materialViruses, information, documentation, messages and/or viruses (including or any destructive and/or disabling code) material during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or deatha) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 (b) facilitates illegal activity;
2.3.4 (c) depicts sexually explicit images;
2.3.5 (d) promotes unlawful violence;
2.3.6 (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;; or
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 (f) in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang ; and the Supplier reserves the right, without liability (of whatever nature and/or howsoever arising) and/or or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's ’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties parties:
(i) and except to the extent expressly permitted under this Agreement:
2.4.1 agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software Software, Services and/or Documentation (as applicable) in any form or media or by any means;means (including but not limited to review data structures or similar materials produced by programs); or
2.4.2 (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- human-perceivable form all or any part of the Software;Software and/or Services; or
2.4.3 (iii) remove or modify any program markings, logos or any notice of the Supplier or Athena or its licensors’ proprietary rights.
(b) access or use all or any part of the Software, Services and Documentation in order to build or support or assist a third party in building or supporting a product or service which competes (directly or indirectly) with the , Software, Services and/or the Documentation;; or
2.4.4 (c) use the Services and/or Documentation to provide services to third parties;; or
2.4.5 (d) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use or otherwise commercially exploit, or otherwise make the Software, Services and/or Documentation available to any third party except the Authorised UsersUsers and under the terms of this agreement; and/oror
2.4.6 (e) make available, attempt to obtain, or assist third parties in obtaining, access to the Software, Services and/or DocumentationDocumentation and/or materials resulting from the Services, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.or
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerangthe Supplier.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Software as a Service Agreement
Authorised Users. 2.1 Subject to 6.1 In consideration of the Customer purchasing and using the Services WiP-IT licences for Authorised Users in accordance with clauses 7 and subject to 15, the restrictions set out in this clause 6 and the other terms and conditions of this Agreementagreement, Boomerang Philofacts hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services WiP-IT and the Documentation relevant User Instructions during the Subscription Term solely for the Customer's internal business operations.
2.2 The 6.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 6.2.1 the maximum number of Authorised Users that it authorises to access and use WiP-IT and the User Instructions shall not exceed the number of WiP- IT licences it has purchased from time to time;
6.2.2 it will not allow or suffer any user subscription WiP-IT licences to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services WiP-IT and/or DocumentationUser Instructions;
2.2.2 6.2.3 subject to clause 6.2.6, each Authorised User shall keep a secure password for his use of the Services and DocumentationWiP-IT, that such password shall be changed no less frequently than monthly at the start of each Renewal Period and that each Authorised User shall keep his password confidential;
2.2.3 6.2.4 if the Customer or an Authorised User requests a password change at any time during the Initial Term or a Renewal Period, the Customer shall liaise with Philofacts’ representative and subsequently follow the specified procedure to implement a change of password;
6.2.5 it shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang Philofacts within 5 Business Days of Boomerang's Philofacts’ written request at any time or times;
2.2.4 6.2.6 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang permit Philofacts or Philofacts’ designated auditor to audit the use of the Services WiP-IT in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right name and password of each Authorised User and Philofacts’ data processing facilities to audit Customer’s use of the Services provided that compliance with this agreement. Each such audit may be conducted no more than once per quarter, at Boomerang's Philofacts’ expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
2.2.6 6.2.7 if any of the audits referred to in clause 2.2.5 6.2.6 reveal that any a password has been provided to any another individual or entity who is not an Authorised User, then without prejudice to Boomerang's Philofacts’ other rights, the Customer shall promptly disable such passwords and Boomerang Philofacts shall not issue any new passwords to any such individual; and
2.2.7 6.2.8 if any of the audits referred to in clause 2.2.5 6.2.6 reveal that the Customer has underpaid WiP-IT Fees to BoomerangPhilofacts, then without prejudice to Boomerang's Philofacts’ other rights, the Customer shall pay to Boomerang Philofacts an amount equal to such underpayment as calculated in accordance with the prices set out in the Customer’s UI Sales Order within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Software License Agreement