Common use of Cloud Services Clause in Contracts

Cloud Services. (1) S&SC hereby grants Customer a non-exclusive, non-transferable right to enable any Customer-authorized user (“Authorized User”) to access and use the online, web-based services made available to Customer in connection with the Product (the “Cloud Services”) solely for the Permitted Purpose. Customer shall not, and shall ensure that Authorized Users do not: (A) remove, alter or obscure any copyright, trademark or other proprietary notices; (B) use or access any Cloud Service to provide service bureau, time-sharing or other services to third parties or make any Cloud Service available to third parties as a managed or network provisioned service; (C) reverse engineer, decompile, disassemble or otherwise attempt to derive any Cloud Service source code; (D) modify or create derivative works based on the Cloud Services; (E) attempt to undermine the security or integrity of the Cloud Services or attempt to gain unauthorized access to any Cloud Service; (F) attempt to view, access or copy any material or data other than that which Customer is authorized to access; (G) transmit, input or store any information or data into the Cloud Services that breaches any third party right (including any rights by copyright, trademark, trade secret or patent or any moral right or other intellectual or proprietary right recognized by any jurisdiction, whether now existing or hereafter arising (collectively, “Intellectual Property”)); (H) attack, disrupt or perform a penetration test on any Cloud Service; or (I) access the Cloud Services in order to build a similar or competitive product. (2) Customer shall use reasonable efforts to prevent and terminate unauthorized access to and use of any Cloud Service. Customer shall promptly notify S&SC of any known or reasonably suspected unauthorized use of, or access to, the Cloud Services. (3) Customer acknowledges that S&SC may on one or more occasions change, discontinue or deprecate Cloud Services or change, add, or remove features or functionality of the Cloud Services. (4) S&SC shall have the right to immediately suspend any portion of Customer’s access to and use of the Cloud Services, including any Authorized User, if S&SC determines that Customer’s or any Authorized User’s access to or use of the Cloud Services (A) is prohibited by law or this agreement; (B) poses a security threat to the Cloud Services, S&SC or any third party; or (C) may adversely impact the integrity of the Cloud Services or the content of any other third party. S&SC shall provide Customer with prior notice of such suspension; provided, however, if prior notice is not possible or is otherwise unreasonable, S&SC shall notify Customer as soon as reasonably possible following such suspension. Any suspension hereunder will not excuse Customer’s payment obligations. (5) S&SC shall provide the Cloud Services to Customer in accordance with the terms set forth in exhibit 2 (the “SLA”). The service credits, as calculated in the SLA, are Customer’s exclusive remedy and S&SC’s sole liability for a breach of the SLA. (6) As further specified in the Order, the Product might include Customer access to the ▇▇▇▇▇▇▇ GATEWAY™ Cloud Service. The ▇▇▇▇▇▇▇ GATEWAY Cloud Service is provided in compliance with the security standards set forth in exhibit 3.

Appears in 5 contracts

Sources: iw.objectsense Terms, Iwarehouse Telematics System Terms, Ibattery Terms Agreement

Cloud Services. (1) S&SC hereby grants Customer a non-exclusive, non-transferable right to enable any Customer-authorized user (“Authorized User”) to access and use the online, web-based services made available to Customer in connection with the Product (the “Cloud Services”) solely for the Permitted Purpose. Customer shall not, and shall ensure that Authorized Users do not: (A) remove, alter or obscure any copyright, trademark or other proprietary notices; (B) use or access any Cloud Service to provide service bureau, time-sharing or other services to third parties or make any Cloud Service available to third parties as a managed or network provisioned service; (C) reverse engineer, decompile, disassemble or otherwise attempt to derive any Cloud Service source code; (D) modify or create derivative works based on the Cloud Services; (E) attempt to undermine the security or integrity of the Cloud Services or attempt to gain unauthorized access to any Cloud Service; (F) attempt to view, access or copy any material or data other than that which Customer is authorized to access; (G) transmit, input or store any information or data into the Cloud Services that breaches any third party right (including any rights by copyright, trademark, trade secret or patent or any moral right or other intellectual or proprietary right recognized by any jurisdiction, whether now existing or hereafter arising (collectively, “Intellectual Property”)); (H) attack, disrupt or perform a penetration test on any Cloud Service; or (I) access the Cloud Services in order to build a similar or competitive product. (2) Customer shall use reasonable efforts to prevent and terminate unauthorized access to and use of any Cloud Service. Customer shall promptly notify S&SC of any known or reasonably suspected unauthorized use of, or access to, the Cloud Services. (3) Customer acknowledges that S&SC may on one or more occasions change, discontinue or deprecate Cloud Services or change, add, or remove features or functionality of the Cloud Services. (4) S&SC shall have the right to immediately suspend any portion of Customer’s access to and use of the Cloud Services, including any Authorized User, if S&SC determines that Customer’s or any Authorized User’s access to or use of the Cloud Services (A) is prohibited by law or this agreement; (B) poses a security threat to the Cloud Services, S&SC or any third party; or (C) may adversely impact the integrity of the Cloud Services or the content of any other third party. S&SC shall provide Customer with prior notice of such suspension; provided, however, if prior notice is not possible or is otherwise unreasonable, S&SC shall notify Customer as soon as reasonably possible following such suspension. Any suspension hereunder will not excuse Customer’s payment obligations. (5) S&SC shall provide the Cloud Services to Customer in accordance with the terms set forth in exhibit 2 (the “SLA”). The service credits, as calculated in the SLA, are Customer’s exclusive remedy and S&SC’s sole liability for a breach of the SLA. (6) As further specified in the Order, the The Product might include includes Customer access to the ▇▇▇▇▇▇▇ GATEWAY™ Cloud Service. The ▇▇▇▇▇▇▇ GATEWAY Cloud Service is provided in compliance with the security standards set forth in exhibit 3.

Appears in 2 contracts

Sources: Itrack Terms, Itrack Terms Agreement

Cloud Services. (1) S&SC hereby grants Customer a non-exclusive, non-transferable right to enable any Customer-authorized user Customer employee or contractor (each, an “Authorized User”) to access and use the online, web-based services made available to Customer in connection with the Product (the “Cloud Services”) solely for the Permitted Purpose. Customer shall ensure that each Authorized User uses the Cloud Services in compliance with this agreement and will remain liable to S&SC for any acts or omissions associated with an Authorized User’s account. Customer shall not, and shall ensure that Authorized Users do not: : (A) remove, alter or obscure any copyright, trademark or other proprietary notices; (B) use or access any Cloud Service to provide service bureau, time-sharing or other services to third parties or make any Cloud Service available to third parties as a managed or network provisioned service; (C) reverse engineer, decompile, disassemble or otherwise attempt to derive any Cloud Service source code; (D) modify or create derivative works based on the Cloud Services; ; (E) attempt to undermine the security or integrity of the Cloud Services or attempt to gain unauthorized access to any Cloud Service; (F) attempt to view, access or copy any material or data other than that which Customer is authorized to access; (G) transmit, input or store any information or data into the Cloud Services that breaches any third party right (including any rights by copyright, trademark, trade secret or patent or any moral right or other intellectual or proprietary right recognized by any jurisdiction, whether now existing or hereafter arising (collectively, “Intellectual PropertyProperty Rights”)); (H) attack, disrupt or perform a penetration test on any Cloud Service; or (I) access the Cloud Services in order to build a similar or competitive product. (2) . Customer shall use reasonable efforts to prevent and terminate unauthorized access to and use of any Cloud Service. Customer shall promptly notify S&SC of any known or reasonably suspected unauthorized use of, or access to, the Cloud Services. (32) Customer acknowledges that S&SC may on one or more occasions changeadd, modify, discontinue or deprecate Cloud Services or change, add, or remove Service features or functionality of the Cloud Services. (4) functionality. S&SC shall have the right to immediately suspend any portion of Customer’s access to and use of the Cloud Services, including any Authorized User’s account, if S&SC determines that Customer’s or any Authorized User’s its access to or use of the Cloud Services (A) is prohibited by law or this agreement; (B) poses a security threat to the Cloud Services, S&SC or any third party; or (C) may adversely impact the integrity of the Cloud Services or the content of any other third non-party. S&SC shall provide Customer with prior notice of such suspension; provided, however, if prior notice is not possible or is otherwise unreasonable, S&SC shall notify Customer as soon as reasonably possible following such suspension. Any suspension hereunder will not excuse Customer’s payment obligations. (53) S&SC shall provide the Cloud Services to Customer in accordance with the terms set forth in exhibit 2 (the “SLA”). The service credits, as calculated in the SLA, are Customer’s exclusive remedy and S&SC’s sole liability for a breach of the SLApreceding sentence. (64) As further specified in the Order, the The Product might include Customer access to the ▇▇▇▇▇▇▇ GATEWAY™ Cloud Service. The S&SC shall ensure that the ▇▇▇▇▇▇▇ GATEWAY Cloud Service is provided in compliance with the security standards set forth in exhibit 3.

Appears in 2 contracts

Sources: Telematics System Terms, Subscription Agreement

Cloud Services. (1) S&SC Reseller hereby grants Customer a non-exclusive, non-transferable right to enable any Customer-authorized user Customer employee or contractor (each, an “Authorized User”) to access and use the online, web-based services made available to Customer in connection with the Product iW Solution (the “Cloud Services”) solely for the Permitted Purpose. Customer shall ensure that each Authorized User uses the Cloud Services in compliance with this agreement and will remain liable to Reseller for any acts or omissions associated with an Authorized User account. Customer shall not, and shall ensure that Authorized Users do not: (A) remove, alter or obscure any copyright, trademark or other proprietary notices; (B) use or access any Cloud Service to provide service bureau, time-sharing or other services to third parties or make any Cloud Service available to third parties as a managed or network provisioned service; (C) reverse engineer, decompile, disassemble or otherwise attempt to derive any Cloud Service source code; (D) modify or create derivative works based on the Cloud Services; (E) attempt to undermine the security or integrity of the Cloud Services or attempt to gain unauthorized access to any Cloud Service; (F) attempt to view, access or copy any material or data other than that which Customer is authorized to access; (G) transmit, input or store any information or data into the Cloud Services that breaches any third party right (including any rights by copyright, trademark, trade secret or patent or any moral right or other intellectual or proprietary right recognized by any jurisdiction, whether now existing or hereafter arising (collectively, “Intellectual Property”)); (H) attack, disrupt or perform a penetration test on any Cloud Service; or (I) access the Cloud Services in order to build a similar or competitive product. (2) . Customer shall use reasonable efforts to prevent and terminate unauthorized access to and use of any Cloud Service. Customer shall promptly notify S&SC Reseller of any known or reasonably suspected unauthorized use of, or access to, the Cloud Services. (32) Customer acknowledges that S&SC Reseller may on one or more occasions changeoccasions, add, modify, discontinue or deprecate Cloud Services or change, add, or remove Service features or functionality of the Cloud Services. (4) S&SC functionality. Reseller shall have the right to immediately suspend any portion of Customer’s access to and use of the Cloud Services, including any Authorized User’s account, if S&SC Reseller determines that Customer’s or any Authorized User’s its access to or use of the Cloud Services (A) is prohibited by law or this agreement; (B) poses a security threat to the Cloud Services, S&SC Reseller or any third party; or (C) may adversely impact the integrity of the Cloud Services or the content of any other third non- party. S&SC Reseller shall provide Customer with prior notice of such suspension; provided, however, if prior notice is not possible or is otherwise unreasonable, S&SC Reseller shall notify Customer as soon as reasonably possible following such suspension. Any suspension hereunder will not excuse Customer’s payment obligations. (53) S&SC Reseller shall provide the Cloud Services to Customer in accordance with the terms set forth in exhibit 2 1 (the “SLA”). The service credits, as calculated in the SLA, are Customer’s exclusive remedy and S&SCReseller’s sole liability for a breach of the SLApreceding sentence. (64) As further specified in the Order, the Product The iW Solution might include Customer access to the ▇▇▇▇▇▇▇ GATEWAY™ Cloud Service. The ▇▇▇▇▇▇▇ GATEWAY Cloud Service is provided in compliance with the security standards set forth in exhibit 32.

Appears in 1 contract

Sources: Iwarehouse Telematics System Terms

Cloud Services. (1) S&SC hereby grants Customer a non-exclusive, non-transferable right to enable any Customer-authorized user Customer employee or contractor (each, an “Authorized User”) to access and use the online, web-based services made available to Customer in connection with the Product (the “Cloud Services”) solely for the Permitted Purpose. Customer shall ensure that each Authorized User uses the Cloud Services in compliance with this agreement and will remain liable to S&SC for any acts or omissions associated with an Authorized User’s account. Customer shall not, and shall ensure that Authorized Users do not: : (A) remove, alter or obscure any copyright, trademark or other proprietary notices; (B) use or access any Cloud Service to provide service bureau, time-sharing or other services to third parties or make any Cloud Service available to third parties as a managed or network provisioned service; (C) reverse engineer, decompile, disassemble or otherwise attempt to derive any Cloud Service source code; (D) modify or create derivative works based on the Cloud Services; ; (E) attempt to undermine the security or integrity of the Cloud Services or attempt to gain unauthorized access to any Cloud Service; (F) attempt to view, access or copy any material or data other than that which Customer is authorized to access; (G) transmit, input or store any information or data into the Cloud Services that breaches any third party right (including any rights by copyright, trademark, trade secret or patent or any moral right or other intellectual or proprietary right recognized by any jurisdiction, whether now existing or hereafter arising (collectively, “Intellectual Property”)); (H) attack, disrupt or perform a penetration test on any Cloud Service; or (I) access the Cloud Services in order to build a similar or competitive product. (2) . Customer shall use reasonable efforts to prevent and terminate unauthorized access to and use of any Cloud Service. Customer shall promptly notify S&SC of any known or reasonably suspected unauthorized use of, or access to, the Cloud Services. (32) Customer acknowledges that S&SC may on one or more occasions changeoccasions, add, modify, discontinue or deprecate Cloud Services or change, add, or remove features or functionality of the Cloud Services. (4) functionality. S&SC shall have the right to immediately suspend any portion of Customer’s access to and use of the Cloud Services, including any Authorized User’s account, if S&SC determines that Customer’s or any Authorized User’s its access to or use of the Cloud Services (A) is prohibited by law or this agreement; (B) poses a security threat to the Cloud Services, S&SC or any third party; or (C) may adversely impact the integrity of the Cloud Services or the content of any other third non-party. S&SC shall provide Customer with prior notice of such suspension; provided, however, if prior notice is not possible or is otherwise unreasonable, S&SC shall notify Customer as soon as reasonably possible following such suspension. Any suspension hereunder will not excuse Customer’s payment obligations. (53) S&SC shall provide the Cloud Services to Customer in accordance with the terms set forth in exhibit 2 (the “SLA”). The service credits, as calculated in the SLA, are Customer’s exclusive remedy and S&SC’s sole liability for a breach of the SLApreceding sentence. (64) As further specified in the Order, the The Product might include Customer access to the ▇▇▇▇▇▇▇ GATEWAY™ Cloud Service. The S&SC shall ensure that the ▇▇▇▇▇▇▇ GATEWAY Cloud Service is provided in compliance with the security standards set forth in exhibit 3.

Appears in 1 contract

Sources: Iwarehouse Real Time Location System Terms

Cloud Services. (1) S&SC hereby grants Customer a non-exclusive, non-transferable right to enable any Customer-authorized user Customer employee or contractor (each, an “Authorized User”) to access and use the online, web-based services made available to Customer in connection with the Product iW Solution (the “Cloud Services”) solely for the Permitted Purpose. Customer shall ensure that each Authorized User uses the Cloud Services in compliance with this agreement and will remain liable to S&SC for any acts or omissions associated with an Authorized User account. Customer shall not, and shall ensure that Authorized Users do not: (A) remove, alter or obscure any copyright, trademark or other proprietary notices; (B) use or access any Cloud Service to provide service bureau, time-sharing or other services to third parties or make any Cloud Service available to third parties as a managed or network provisioned service; (C) reverse engineer, decompile, disassemble or otherwise attempt to derive any Cloud Service source code; (D) modify or create derivative works based on the Cloud Services; (E) attempt to undermine the security or integrity of the Cloud Services or attempt to gain unauthorized access to any Cloud Service; (F) attempt to view, access or copy any material or data other than that which Customer is authorized to access; (G) transmit, input or store any information or data into the Cloud Services that breaches any third party right (including any rights by copyright, trademark, trade secret or patent or any moral right or other intellectual or proprietary right recognized by any jurisdiction, whether now existing or hereafter arising (collectively, “Intellectual Property”)); (H) attack, disrupt or perform a penetration test on any Cloud Service; or (I) access the Cloud Services in order to build a similar or competitive product. (2) . Customer shall use reasonable efforts to prevent and terminate unauthorized access to and use of any Cloud Service. Customer shall promptly notify S&SC of any known or reasonably suspected unauthorized use of, or access to, the Cloud Services. (32) Customer acknowledges that S&SC may on one or more occasions changeoccasions, add, modify, discontinue or deprecate Cloud Services or change, add, or remove Service features or functionality of the Cloud Services. (4) functionality. S&SC shall have the right to immediately suspend any portion of Customer’s access to and use of the Cloud Services, including any Authorized User’s account, if S&SC determines that Customer’s or any Authorized User’s its access to or use of the Cloud Services (A) is prohibited by law or this agreement; (B) poses a security threat to the Cloud Services, S&SC or any third party; or (C) may adversely impact the integrity of the Cloud Services or the content of any other third non-party. S&SC shall provide Customer with prior notice of such suspension; provided, however, if prior notice is not possible or is otherwise unreasonable, S&SC shall notify Customer as soon as reasonably possible following such suspension. Any suspension hereunder will not excuse Customer’s payment obligations. (53) S&SC shall provide the Cloud Services to Customer in accordance with the terms set forth in exhibit 2 1 (the “SLA”). The service credits, as calculated in the SLA, are Customer’s exclusive remedy and S&SC’s sole liability for a breach of the SLApreceding sentence. (64) As further specified in the Order, the Product The iW Solution might include Customer access to the ▇▇▇▇▇▇▇ GATEWAY™ Cloud Service. The ▇▇▇▇▇▇▇ GATEWAY Cloud Service is provided in compliance with the security standards set forth in exhibit 32.

Appears in 1 contract

Sources: Rental / Usage Agreement

Cloud Services. (1) S&SC hereby grants Customer a non-exclusive, non-transferable right to enable any Customer-authorized user Customer employee or contractor (each, an “Authorized User”) to access and use the online, web-based services made available to Customer in connection with the Product (the “Cloud Services”) solely for the Permitted Purpose. Customer shall ensure that each Authorized User uses the Cloud Services in compliance with this agreement and will remain liable to S&SC for any acts or omissions associated with an Authorized User’s account. Customer shall not, and shall ensure that Authorized Users do not: : (A) remove, alter or obscure any copyright, trademark or other proprietary notices; (B) use or access any Cloud Service to provide service bureau, time-sharing or other services to third parties or make any Cloud Service available to third parties as a managed or network provisioned service; (C) reverse engineer, decompile, disassemble or otherwise attempt to derive any Cloud Service source code; (D) modify or create derivative works based on the Cloud Services; ; (E) attempt to undermine the security or integrity of the Cloud Services or attempt to gain unauthorized access to any Cloud Service; (F) attempt to view, access or copy any material or data other than that which Customer is authorized to access; (G) transmit, input or store any information or data into the Cloud Services that breaches any third party right (including any rights by copyright, trademark, trade secret or patent or any moral right or other intellectual or proprietary right recognized by any jurisdiction, whether now existing or hereafter arising (collectively, “Intellectual PropertyProperty Rights”)); (H) attack, disrupt or perform a penetration test on any Cloud Service; or (I) access the Cloud Services in order to build a similar or competitive product. (2) . Customer shall use reasonable efforts to prevent and terminate unauthorized access to and use of any Cloud Service. Customer shall promptly notify S&SC of any known or reasonably suspected unauthorized use of, or access to, the Cloud Services. (32) Customer acknowledges that S&SC may on one or more occasions changeadd, modify, discontinue or deprecate Cloud Services or change, add, or remove Service features or functionality, provided such changes do not materially degrade the core functionality of the Cloud Services. (4) Product. S&SC shall have the right to immediately suspend any portion of Customer’s access to and use of the Cloud Services, including any Authorized User’s account, if S&SC determines that Customer’s or any Authorized User’s its access to or use of the Cloud Services (A) is prohibited by law or this agreement; (B) poses a security threat to the Cloud Services, S&SC or any third party; or (C) may adversely impact the integrity of the Cloud Services or the content of any other third non-party. S&SC shall provide Customer with prior notice of such suspension; provided, however, if prior notice is not possible or is otherwise unreasonable, S&SC shall notify Customer as soon as reasonably possible following such suspension. Any suspension hereunder will not excuse Customer’s payment obligations. (53) S&SC shall provide the Cloud Services to Customer in accordance with the terms set forth in exhibit 2 (the “SLA”). The service credits, as calculated in the SLA, are Customer’s exclusive remedy and S&SC’s sole liability for a breach of the SLApreceding sentence. (64) As further specified in the Order, the The Product might include Customer access to the ▇▇▇▇▇▇▇ GATEWAY™ Cloud Service. The S&SC shall ensure that the ▇▇▇▇▇▇▇ GATEWAY Cloud Service is provided in compliance with the security standards set forth in exhibit 3.

Appears in 1 contract

Sources: Telematics System Terms

Cloud Services. (1) S&SC hereby grants Customer a non-exclusive, non-transferable right to enable any Customer-authorized user (“Authorized User”) to access and use the online, web-based services made available to Customer in connection with the Product (the “Cloud Services”) solely for the Permitted Purpose. Customer shall not, and shall ensure that Authorized Users do not: (A) remove, alter or obscure any copyright, trademark or other proprietary notices; (B) use or access any Cloud Service to provide service bureau, time-sharing or other services to third parties or make any Cloud Service available to third parties as a managed or network provisioned service; (C) reverse engineer, decompile, disassemble or otherwise attempt to derive any Cloud Service source code; (D) modify or create derivative works based on the Cloud Services; (E) attempt to undermine the security or integrity of the Cloud Services or attempt to gain unauthorized access to any Cloud Service; (F) attempt to view, access or copy any material or data other than that which Customer is authorized to access; (G) transmit, input or store any information or data into the Cloud Services that breaches any third party right (including any rights by copyright, trademark, trade secret or patent or any moral right or other intellectual or proprietary right recognized by any jurisdiction, whether now existing or hereafter arising (collectively, “Intellectual Property”)); (H) attack, disrupt or perform a penetration test on any Cloud Service; or (I) access the Cloud Services in order to build a similar or competitive product. (2) Customer shall use reasonable efforts to prevent and terminate unauthorized access to and use of any Cloud Service. Customer shall promptly notify S&SC of any known or reasonably suspected unauthorized use of, or access to, the Cloud Services. (3) Customer acknowledges that S&SC may on one or more occasions change, discontinue or deprecate Cloud Services or change, add, or remove features or functionality of the Cloud Services. (4) S&SC shall have the right to immediately suspend any portion of Customer’s access to and use of the Cloud Services, including any Authorized User, if S&SC determines that Customer’s or any Authorized User’s access to or use of the Cloud Services (A) is prohibited by law or this agreement; (B) poses a security threat to the Cloud Services, S&SC or any third party; or (C) may adversely impact the integrity of the Cloud Services or the content of any other third party. S&SC shall provide Customer with prior notice of such suspension; provided, however, if prior notice is not possible or is otherwise unreasonable, S&SC shall notify Customer as soon as reasonably possible following such suspension. Any suspension hereunder will not excuse Customer’s payment obligations. (5) S&SC shall provide the Cloud Services to Customer in accordance with the terms set forth in exhibit 2 (the “SLA”). The service credits, as calculated in the SLA, are Customer’s exclusive remedy and S&SC’s sole liability for a breach of the SLA. (6) As further specified in the Order, the Product might include Customer access to the ▇▇▇▇▇▇▇ GATEWAY™ Cloud Service. The ▇▇▇▇▇▇▇ GATEWAY Cloud Service is provided in compliance with the security standards set forth in exhibit 3.

Appears in 1 contract

Sources: Labor Management System Terms

Cloud Services. (1) S&SC hereby grants Customer a non-exclusive, non-transferable right to enable any Customer-authorized user (“Authorized User”) to access and use the online, web-based services made available to Customer in connection with the Product (the “Cloud Services”) solely for the Permitted Purpose. Customer shall not, and shall ensure that Authorized Users do not: (A) remove, alter or obscure any copyright, trademark or other proprietary notices; (B) use or access any Cloud Service to provide service bureau, time-sharing or other services to third parties or make any Cloud Service available to third parties as a managed or network provisioned service; (C) reverse engineer, decompile, disassemble or otherwise attempt to derive any Cloud Service source code; (D) modify or create derivative works based on the Cloud Services; (E) attempt to undermine the security or integrity of the Cloud Services or attempt to gain unauthorized access to any Cloud Service; (F) attempt to view, access or copy any material or data other than that which Customer is authorized to access; (G) transmit, input or store any information or data into the Cloud Services that breaches any third party right (including any rights by copyright, trademark, trade secret or patent or any moral right or other intellectual or proprietary right recognized by any jurisdiction, whether now existing or hereafter arising (collectively, “Intellectual Property”)); (H) attack, disrupt or perform a penetration test on any Cloud Service; or (I) access the Cloud Services in order to build a similar or competitive product. (2) Customer shall use reasonable efforts to prevent and terminate unauthorized access to and use of any Cloud Service. Customer shall promptly notify S&SC of any known or reasonably suspected unauthorized use of, or access to, the Cloud Services. (3) Customer acknowledges that S&SC may on one or more occasions change, discontinue or deprecate Cloud Services or change, add, or remove features or functionality of the Cloud Services. (4) S&SC shall have the right to immediately suspend any portion of Customer’s access to and use of the Cloud Services, including any Authorized User, if S&SC determines that Customer’s or any Authorized User’s access to or use of the Cloud Services (A) is prohibited by law or this agreement; (B) poses a security threat to the Cloud Services, S&SC or any third party; or (C) may adversely impact the integrity of the Cloud Services or the content of any other third party. S&SC shall provide Customer with prior notice of such the suspension; provided, however, if prior notice is not possible or is otherwise unreasonable, S&SC shall notify Customer as soon as reasonably possible following such suspensionpossible. Any suspension hereunder will not excuse Customer’s payment obligations. (5) S&SC shall provide the Cloud Services to Customer in accordance with the terms set forth in exhibit 2 (the “SLA”). The service credits, as calculated in the SLA, are Customer’s exclusive remedy and S&SC’s sole liability for a breach of the SLA. (6) As further specified in the Order, the Product might include Customer access to the ▇▇▇▇▇▇▇ GATEWAY™ Cloud Service. The ▇▇▇▇▇▇▇ GATEWAY Cloud Service is provided in compliance with the security standards set forth in exhibit 3.

Appears in 1 contract

Sources: Telematics System Terms