Common use of Licensing Restrictions Clause in Contracts

Licensing Restrictions. 5.1 During the Term, you must ensure that: 5.1.1 only trained users access authoring tools to create and change Content; 5.1.2 you seek the relevant permission from the author of the package manager before sharing any Content; 5.1.3 individual access is granted to Permitted End-Users only 5.2 During the Term, you agree (and procure that all Permitted End-Users also agree) not to: 5.2.1 make backup copies of the Software or any Software Documentation without our prior written consent (other than as necessary to allow the Software to operate or for normal security back-up purposes); 5.2.2 copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software (in whole or in part) or any content displayed on the Software, except to the extent that any reduction to human readable form (whether by reverse engineering, de-compilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software, websites or systems you use; 5.2.3 scrape, snip or store any Software content (including from the Client or adviser dashboard) onto any external or third party hosted server or other storage device connected to a network; 5.2.4 knowingly store, distribute or transmit any virus, worm, Trojan horse or similar, or any material through the Hosting Services or the Support Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activities; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, religious belief, sexual orientation, disability or any other illegal activities; 5.2.5 circumvent any of the Software’s security protocols or devices, or interfere with the proper working of the Software or servers on which the Software is hosted; 5.2.6 extract or download Software content, information or data (including User Data) other than in the formats provided to you by the Software (such as annual or new Client reviews); 5.2.7 input, upload, transmit or otherwise provide to (or through) the Software or the access licence any information or materials that are unlawful, or contain or transmit any harmful or malicious code; 5.2.8 use any information we provide to you, or that you obtain from us or from the Software or the Software Documentation during the Term, to create any software whose expressions or functions are substantially similar to that of any part of the Software; 5.2.9 use any part of the Software in any manner which would be restricted by any copyright subsisting in it; 5.2.10 assign, transfer, sell, lease, rent, charge or deal in the Software or use the Software on behalf of any third party, or make available the same to any third parties who are not Permitted End-Users without our prior written consent; 5.2.11 attempt to sell, licence or otherwise distribute the Software as your own (other than in accordance with the white labelling terms set out in Paragraph 10 below); 5.2.12 combine, or seek to combine, the Software with any third party’s software application; 5.2.13 carry out any act on the Software that is otherwise restricted by our IP Rights; 5.2.14 seek to author any national Content; 5.2.15 alter, modify, obscure or otherwise adapt any copyright or proprietary notices contained anywhere within the Software 5.3 You shall not transfer any Content (including SCORM files) that may contain any code provided or authored by us to any other LMS (whether such LMS is owned or operated by any third party) without our prior written consent. 5.4 Content may be withdrawn (on 1 months’ notice) if sharing rights are revoked by the owner. 5.5 During the Term, you agree to notify us if you become aware at any time of any unauthorised use of the Software or Software Documentation by any third party (Permitted End-Users or otherwise). 5.6 You acknowledge that the usage and licensing restrictions contained in this Section 5 apply to you and your Permitted End-Users and extend to include obligations on you not to permit, or fail to prevent, such persons from doing such restricted actions. 5.7 You further acknowledge that you are not granted any rights under this Contract in relation to the Software, other than those expressly stated.