Common use of Services Access Clause in Contracts

Services Access. 4.1 In relation to the Authorised Users, Customer undertakes that: (a) it will not allow or suffer a User Password to be used by more than one Authorised User unless it has first been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User will no longer have any right to access or use the Services; (b) it will promptly disable an Authorised User's account access to, and use of, the Services when such Authorised User ceases to require access to the Services; (c) each Authorised User will keep their User Password secure, shall change their password every sixty (60) days or more frequently and that the User Password is kept confidential; (d) it will maintain a written, up to date list of current Authorised Users and provide such list to AMCS within five (5) Business Days of AMCS' written request at any time; (e) it will ensure that access to the Services by Authorised Users is appropriate at all times. This shall include approving, maintaining and removing access and User Passwords as required; and, (f) it shall implement logical access controls to provide reasonable assurance that unauthorised access to the Services is prevented and/or restricted. If Customer discovers that access and a User Password has been issued to a person who is not an Authorised User, Customer will promptly disable access and the password of, and will not issue a new User Password to, such person. 4.2 Customer will: (a) provide AMCS with all necessary timely co-operation and access in relation to the Implementation and this Agreement, including relevant security access information and configuration services; in the event of any delays attributable to Customer, AMCS may adjust any timetable or delivery schedule as reasonably necessary; (b) comply with all applicable laws and regulations with respect to its activities under this Agreement including the DPL; (c) ensure that the Services are used in accordance with the terms and conditions of this Agreement, and hold AMCS harmless for its acts or omissions as well as those of its contractors and agents; (d) ensure that its networks and systems comply with any specifications provided by AMCS and will be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to AMCS' data centres and systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by traversing the internet; (e) be responsible for configuration and security settings that are maintained by Customer’s administrators and shall ensure that these settings are appropriate to Customer’s security requirements; (f) ensure that the input of Customer Data into the Services considers those that have access to the Services to prevent any breaches of privacy or confidentiality; and, (g) obtain and maintain all necessary licenses, consents, and permissions necessary for Customer and its contractors and agents, to use the Services and perform its obligations under this Agreement; and, (h) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, upon becoming aware of any such unauthorised access or use, promptly notify AMCS. 4.3 Customer will not access, store, distribute or transmit any material, in its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or, (f) is otherwise illegal or causes damage or injury to any person or property; and AMCS reserves the right, without liability or prejudice to any other rights or obligations to Customer, to disable Customer's access to any material that breaches the provisions of this clause. 4.4 Customer will not (and will not knowingly permit any third party): (a) 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 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the AMCS Platform and/or Documentation (as applicable) in any form or media or by any means; attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the AMCS Platform; (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the AMCS Platform, Services and/or the Documentation; (c) use the Services and/or Documentation to provide services to third parties, to publish any benchmarking data, to 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 as expressly contemplated by this Agreement; or (d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided for in this Agreement; nor, (e) transmit any Virus(es) into the Services.

Services Access. 4.1 3.1 In relation to the Authorised Authorized Users, Customer undertakes that: : (a) it will not allow or suffer a User Password to be used by more than one Authorised Authorized User unless it has first been reassigned in its entirety to another individual Authorised Authorized User, in which case the prior Authorised Authorized User will no longer have any right to access or use the Services; ; (b) it will promptly disable an Authorised Authorized User's ’s account access to, and use of, the Services when such Authorised Authorized User ceases to require access to the Services; ; (c) each Authorised Authorized User will keep their User Password secureconfidential and secure and shall regularly update their password, shall change their password every not more than sixty (60) days or more frequently and that after last re-setting the User Password is kept confidential; password; (d) it will maintain a written, up to date list of current Authorised Users and provide such list to AMCS within five (5) Business Days of AMCS' written request at any time; (e) it will ensure that access to the Services by Authorised Authorized Users is appropriate at all times. This shall include approving, maintaining and removing access and User Passwords as required; and, , (fe) it shall implement logical access controls to provide reasonable assurance that unauthorised unauthorized access to the Services is prevented and/or restricted. If Customer discovers that access and a User Password has been issued to a person who is not an Authorised Authorized User, Customer will promptly disable access and the password of, and will not issue a new User Password to, such person. 4.2 3.2 Customer will: : (a) provide AMCS with all necessary timely co-operation and access in relation to the Agreement and the Implementation and this AgreementServices, including relevant security access information and configuration services; services and, in the event of any delays attributable to Customer, AMCS may adjust any timetable or delivery schedule as reasonably necessary; ; (b) comply with all applicable laws and regulations with respect to its activities under this the Agreement including the DPL; ; (c) ensure that the Services are used in accordance with the terms and conditions of this Agreement, Agreement and hold AMCS harmless for its any acts or omissions by Customer, Affiliates (if any) as well as those of its Customer’s or Affiliate’s contractors and agents; ; (d) ensure that its networks and systems comply with any specifications provided by AMCS and will be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to AMCS' ’ data centres centers and systems, and for any and all problems, conditions, delays, delivery failures and all any other loss or damage arising from or relating to its network connections or telecommunications links or caused by traversing the internet; ; (e) be responsible for configuration and security settings that are maintained by Customer’s administrators and shall ensure that these such settings are appropriate to Customer’s security requirements; ; (f) ensure that the input of Customer Data into the Services considers those that have access to the Services to prevent any breaches of privacy or confidentiality; and, (g) obtain and maintain all necessary licenses, consents, and permissions necessary for Customer and its contractors and agents, to use the Services and perform its obligations under this Agreementin accordance with these GToS; and, , (h) use all reasonable endeavours endeavors to prevent any unauthorised unauthorized access to, or use of, the Services and/or the Documentation and, upon becoming aware of any such unauthorised unauthorized access or use, promptly notify AMCS. 4.3 3.3 Customer will not access, store, distribute or transmit any material, in its use of the Services that: : (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; ; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or, (f) is otherwise illegal or causes damage or injury to any person or property; and AMCS reserves the right, without liability or prejudice to any other rights or obligations to Customer, to disable Customer's access to any material that breaches the provisions of this clause. 4.4 Customer will not (and will not knowingly permit any third party): (a) 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 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the AMCS Platform and/or Documentation (as applicable) in any form or media or by any means; attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the AMCS Platform; (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the AMCS Platform, Services and/or the Documentation; (c) use the Services and/or Documentation to provide services to third parties, to publish any benchmarking data, to 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 as expressly contemplated by this Agreement; or (d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided for in this Agreement; nor, (e) transmit any Virus(es) into the Services.