Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier 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 In relation to the Authorised Users, the Customer undertakes that: (a) 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; (b) 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; (c) each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential; (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times; (e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the 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; (f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and (g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit. 2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (a) facilitate illegal activity; (b) depict sexually explicit images; (c) promote unlawful violence; (d) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (e) cause damage or injury to any person or property; and the Supplier reserves the right, without liability 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: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) 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 Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; (d) subject to clause 19.1, 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, or (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 2.5 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 the 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 (Saas) Subscription Agreement, Software as a Service (Saas) Subscription Agreement
Subscriptions. 2.1 Subject to the Customer purchasing prompt payment of the User Subscriptions in accordance with clause 3.3relevant Subscription Fees, clause 3.6 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier Sendmarc hereby grants to the Customer End User a non-exclusive, non-transferable right to permit the Authorised Users to use the Services Software and the Documentation Services during the Subscription Term solely for the Customer’s End User's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation The End User 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 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;
(c) each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;
(e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the 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;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate illegal activity;
(b) depict sexually explicit images;
(c) promote unlawful violence;
(d) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause damage or injury to any person or property; and the Supplier reserves the right, without liability 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:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) : and except to the extent expressly permitted under this agreementthe 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
(ii) or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) or except with Sendmarc's prior written consent, use the Services and/or Documentation to provide services to third parties;
(d) ; or subject to clause 19.118.1, 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, or
(e) or 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;
2.5 2.3 The Customer End User 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 the SupplierSendmarc.
2.6 2.4 The rights provided under this clause 2 are granted to the Customer End User only, and shall not be considered granted to any subsidiary or holding company of the CustomerEnd User.
2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.
Appears in 2 contracts
Sources: License, License Agreement
Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 3.3 and clause 9.17.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier Siemens hereby grants to the Customer a non-exclusive, non-transferable right and license to permit the Authorised Users to use the Services and for the Documentation permitted number of Devices during the Subscription Term solely for the Customer’s internal business operations's traffic management, traffic flow, information and control.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) 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;
(b) it will not allow or suffer any User Subscription Subscriptions are assigned to be used by more than one an individual Authorised User unless it has been reassigned User. Reassignment in its entirety to another individual Authorised User shall only be performed by the Master User. In the event of reassignment, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or DocumentationServices;
(c) each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Each Authorised User shall keep his password password, and any information pertaining to personal security, such as dual-factor authentication, confidential;
(d) it shall maintain a written, The Master User may add Authorised Users up to date list the number of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or timesUser Subscriptions;
(e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the 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;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate illegal activity;
(b) depict sexually explicit images;
(c) promote unlawful violence;
(d) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause damage or injury to any person or property; and the Supplier reserves the right, without liability 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:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) 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 Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the DocumentationServices; or
(c) use the Services and/or Documentation to provide services to third parties;; or
(d) subject to clause 19.117.1, 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, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or DocumentationServices, other than as provided under this clause 2; and2;and
2.5 The Customer (f) access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that would have a detrimental impact on the Software or Services;
2.4 There shall use all reasonable endeavours to prevent any unauthorised access be no Unauthorised Access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access Unauthorised Access or use, promptly the Customer shall immediately notify the SupplierSiemens.
2.6 2.5 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, or any other third party.
Appears in 2 contracts
Sources: Stratos System Agreement, Stratos Subscription Agreement
Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreementAgreement, the Supplier SDS 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 internal business operations of the Customer’s internal business operationsGroup.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number set out in Part 1 of User Subscriptions it has purchased from time to timeSchedule 1;
(b) 2.2.2 the maximum number of concurrent Authorised Users shall not exceed the number specified in Part 1 of Schedule 1;
2.2.3 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;
(c) 2.2.4 each Authorised User shall keep a secure password for his use of the Services and Documentation Documentation, that such password shall be changed no less frequently than quarterly and that each Authorised User shall keep his password confidential;
(d) 2.2.5 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier SDS within 5 Business Days of the SupplierSDS’s written request at any time or times;
(e) 2.2.6 it shall permit the Supplier SDS to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierSDS’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;
(f) 2.2.7 if any of the audits referred to in clause 2.2(e) 2.2.6 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierSDS’s other rights, the Customer shall promptly disable such passwords and the Supplier SDS shall not issue any new passwords to any such individual; and
(g) 2.2.8 if any of the audits referred to in clause 2.2(e) 2.2.6 reveal that the Customer has underpaid Subscription Fees to the SupplierSDS, then without prejudice to SDS’s other rights, the Customer shall pay to the Supplier SDS an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Part 4 of Schedule 1 within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not and shall procure that no member of the Customer’s Group shall access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate 2.3.2 facilitates illegal activity;
(b) depict 2.3.3 depicts sexually explicit images;
(c) promote 2.3.4 promotes unlawful violence;
(d) are 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause 2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier SDS reserves the right, without liability or prejudice to 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:
(a) 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(ia) and except to the extent expressly permitted under this agreementAgreement, 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
(iib) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) 2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties;
(d) 2.4.4 subject to clause 19.121, 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, or
(e) 2.4.5 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
2.5 The Customer shall use and shall procure that any member of the Customer’s Group 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 the SupplierSDS.
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: SDS Cloud Licence Agreement
Subscriptions. 2.1 3.1 Unless otherwise provided in the applicable Order Form Services are purchased as Subscriptions on a per module and a per business unit basis. Subject to the Customer purchasing the User required number of Subscriptions in accordance of each module for each separate business unit and subject to Customer compliance with clause 3.3, clause 3.6 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreementAgreement, the Supplier 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 's internal business operations.
2.2 In relation to 3.2 Subscriptions may be added during a Subscription Term at the Authorised Userssame pricing as the underlying subscription pricing, prorated for the Customer undertakes that:portion of that Subscription Term remaining at the time the additional Subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying Subscriptions.
(a) the maximum 3.3 There are no restrictions on number of Authorised Users that it authorises entitled to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
each Subscription. Customer must appoint at least one (b) it will not allow or suffer any User Subscription to be used by but no more than one individual Authorised four) User unless it has been reassigned as an administrator to manage Customer’s Subscriptions (“Administrative User”). The Administrative User can create new Users, configure per-user access rights to certain content, remove Users and reset User passwords and log-in its entirety to another individual Authorised User, in which case the prior Authorised User IDs. Customer shall no longer have any right to access or use the Services and/or Documentation;
(c) ensure that each Authorised User shall keep a secure password for his use of the Services and Documentation Subscriptions, that such password shall be changed frequently (at the very least once every three (3) months) and that each Authorised User shall keep his password confidential;.
(d) it shall maintain a written3.4 Services may be subject to additional usage limits, up to date list of current Authorised Users including, for example, storage limitations and provide such list to other quantities specified in Order Forms. The Supplier may audit the Supplier within 5 Business Days of the Supplier’s written request Customer at any time or times;
(e) on reasonable notice to verify Customer compliance with usage limits and the terms of this Agreement. If Customer exceeds a contractual usage limit, Supplier may work with Customer to seek to reduce Customer’s usage so that it shall permit conforms to the Supplier to audit limit specified in the Services in order to establish the name and password of each Authorised Userapplicable Order Form. Such audit may be conducted no more than once per quarterIf, at the notwithstanding Supplier’s expenseefforts, and this right shall be exercised with reasonable prior noticeCustomer is unable or unwilling to abide by a contractual usage limit, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
(f) if any Customer will execute an Order Form for additional quantities of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the applicable Services promptly upon Supplier’s other rightsrequest, the Customer shall promptly disable such passwords and the Supplier shall not issue and/or pay any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated invoice for excess usage in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit“Charges and Payment” section below.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate illegal activity;
(b) depict sexually explicit images;
(c) promote unlawful violence;
(d) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause damage or injury to any person or property; and the Supplier reserves the right, without liability 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:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) 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 Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties;
(d) subject to clause 19.1, 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, or
(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
2.5 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 the 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: Master Subscription Agreement
Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier 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 's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) 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;
(b) 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;
(c) each Authorised User shall keep a secure password for his use of the Services and Documentation Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;
(e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier’s '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 's normal conduct of business;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s 's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal 2.2(e)reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 the Order form within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ab) facilitate facilitates illegal activity;
(bc) depict depicts sexually explicit images;
(cd) promote promotes unlawful violence;
(de) are is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(ef) cause causes damage or injury to any person or property; and the Supplier reserves the right, without liability 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:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) 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 Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties;; or
(d) subject to clause 19.1, 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, or
(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
2.5 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 the 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: General Terms & Conditions
Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 Clause 3.3 and clause Clause 9.1, the restrictions set out in this clause Clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-non- exclusive, non-transferable right, without the right to grant sublicences, 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 In relation to the Authorised Users, the Customer undertakes that:
(a) 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;
(b) it will not allow or suffer any User Subscription account 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;
(cb) each Authorised User shall keep a secure password for his use of the Services and Documentation Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;Business
(ed) it shall permit the Supplier or the Supplier’s designated auditor to audit the Services in order to establish the name and password numbers of each Authorised Usertransactions conducted on the service to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quartermonth, at the 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;
(fe) if any of the audits referred to in clause 2.2(eClause 2.2(d) reveal that any password has been provided are for the purpose of calculating the Subscription Fees to any individual who is not an Authorised Userthe Supplier, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices fees set out in paragraph Paragraph 1 of Schedule 1 within 10 Business Days and in accordance with the terms of the date of the relevant auditclause 9 below.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ab) facilitate facilitates illegal activity;
(bc) depict depicts sexually explicit images;
(cd) promote promotes unlawful violence;
(de) are is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(ef) cause is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability 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:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) parties and except to the extent expressly permitted under this agreement, :
(i) 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
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties;; or
(d) subject to clause 19.1Clause 22.1, 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, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause Clause 2; and
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 the Supplier.
2.6 The rights provided under this clause 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 Subscription Agreement
Subscriptions. 2.1 Subject to compliance with this Agreement (including payment of the Customer purchasing the User Subscriptions in accordance with clause 3.3Fees), clause 3.6 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier Orchestra hereby grants to the Customer a limited, non-exclusive, non-transferable transferable, revocable right and licence, without the right to grant sublicences, 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 operationsoperations or as otherwise agreed between the parties and subject to any other restrictions set out in an Order Form.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall Customer will not exceed the number limit of User Subscriptions it has purchased from time to timePipelines, Data Products, Authorised Users and Tasks as set out in an Order Form or Fair Use Policy (as applicable);
(b) it will not allow or suffer any User Subscription individual account 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;
(c) each Authorised User shall keep a secure password for his their use of the Services and Documentation Services, and that each Authorised User shall keep his their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Orchestra within 5 (five) Business Days of the Supplier’s Orchestra's written request at any time or times;
(e) it shall permit the Supplier Orchestra or Orchestra's designated auditor to audit the Services in order to establish the name and password of each Authorised UserUser and the Customer's data processing facilities to audit compliance with this Agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier’s Orchestra'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 's normal conduct of business;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s Orchestra's other rights, the Customer shall promptly disable such passwords and the Supplier Orchestra shall not issue any new passwords to any such individual; and;
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the SupplierOrchestra, then without prejudice to Orchestra's other rights, the Customer shall pay to the Supplier Orchestra an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 the Order Form together with interest in accordance with clause 8.3(b) within 10 (ten) Business Days of the date of the relevant audit;
(h) it shall supervise and control use of the Services and ensure they are used by their employees only in accordance with the terms of this Agreement; and
(i) it shall comply with all applicable technology control or export laws and regulations.
2.3 The Customer shall not not, and shall ensure that its Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ab) facilitate facilitates illegal activity;
(bc) depict depicts sexually explicit images;
(cd) promote promotes unlawful violence;
(de) are is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(ef) cause is otherwise illegal or causes damage or injury to any person or property; , and the Supplier Orchestra reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s 's access to any material that breaches the provisions of this clauseclause and/or remove such infringing content from the Orchestra systems.
2.4 The Customer shall not and shall ensure that its Authorised Users shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) parties and except to the extent expressly permitted under this agreement, Agreement:
(i) 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) Platform in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; orServices;
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; orServices;
(c) use the Services and/or Documentation to provide services to third partiesparties unless as agreed between the parties and set out on an Order Form;
(d) subject to clause 19.121.1, 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, or;
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or DocumentationServices, other than as provided under this clause 2; andor
(f) introduce or permit the introduction of, any Virus or Vulnerability into the Services or Orchestra's network and information systems.
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 the SupplierOrchestra.
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: Orchestra Platform Agreement
Subscriptions. 2.1 Subject to the Customer purchasing the User Unit Subscriptions in accordance with clause 3.3, clause 3.6 4.2 and clause 9.111.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreementAgreement, the Supplier Resident hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s 's internal business operationsoperations in managing t h e U n i t s .
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users Units that it authorises to access and use can benefit from the Services and the Documentation shall not exceed the number of User Unit Subscriptions it has purchased from time to time;
2.2.2 it is responsible for the security and proper use of all passwords (bincluding frequently changing passwords) it will not allow or suffer any User Subscription and shall take all necessary steps to be used ensure that passwords are kept confidential 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;
(c) each Authorised User shall keep a secure password and are only used for his their use of the Services and Documentation and that each Authorised User shall keep his password confidentialServices;
(d) 2.2.3 it will immediately notify Resident of any unauthorised use of Authorised Users’ passwords or any other breach of security. The Customer must take all other actions that we reasonably deem necessary to maintain or enhance the security of our computing systems and networks and your access to the Services.
2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Resident within 5 Business Days of the Supplier’s Resident's written request at any time or times;
(e) 2.2.5 it shall permit the Supplier Resident to audit the Services in order to establish the name and password of each Authorised UserUser and the applicable Unit(s) to which their account relates, and the number of total Units benefitting from the Services. Such audit may be conducted no more than once per quarter, at the Supplier’s expenseResident's expense (subject to clause 2.2.7), and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s 's normal conduct of business;
(f) 2.2.6 if any of the audits referred to in clause 2.2(e) 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s Resident's other rights, the Customer shall promptly disable such passwords and the Supplier Resident shall not issue any new passwords to any such individual; and
(g) 2.2.7 if any of the audits referred to in clause 2.2(e) 2.2.5 reveal that the Customer has underpaid Subscription Fees to the SupplierResident, then without prejudice to Resident's other rights, the Customer shall pay to the Supplier Resident an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 2 within 10 Business Days of the date of the relevant audit, and Customer shall be responsible for the reasonable costs incurred by Resident for the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are : is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate ; facilitates illegal activity;
(b) depict ; depicts sexually explicit images;
(c) promote ; promotes unlawful violence;
(d) are ; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, ; or any other is otherwise illegal activity; or
(e) cause or causes damage or injury to any person or property; and the Supplier . Resident reserves the right, without liability or prejudice to 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:
(a) 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) parties and except to the extent expressly permitted under this agreement, Agreement: (i) 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
or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) 2.4.2 undermine the security or integrity of, or attempt to gain unauthorised access to, Resident’s computing systems or networks or, where Software is hosted by a third party, that third party’s computing systems or networks; or
2.4.3 use, or misuse, the Services in any way which may impair the functionality of the Software; or
2.4.4 access any or all or any part parts of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentationfor any use other than as authorised under clause 2.1; or
(c) 2.4.5 use the Services and/or Documentation to provide services to third parties;; or
(d) 2.4.6 subject to clause 19.124, 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, or
(e) 2.4.7 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.
2.5 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 the SupplierResident.
2.6 The Customer agrees that if it has elected to receive the additional services of automated bank account feeds enabled by the TrueLayer® data gathering service (TrueLayer Service) from within the Services, then such additional services are subject to the TrueLayer terms of use to be entered into between Customer and TrueLayer when the Customer registers for a TrueLayer account (TrueLayer Terms of Use) as further described in Schedule 3. The use of the TrueLayer Service is subject to separate charges, details of which shall be provided by Resident upon Customer’s request. The TrueLayer Service shall not be activated until payment for such TrueLayer Service is received in full. You can decide to terminate the TrueLayer Service at any time by providing Resident with notice to terminate. The timing for termination depends on when the notice of termination is received by Resident, how Customer’s payment for the TrueLayer Service is set up, and the terms of the TrueLayer Terms of Use.
2.7 The Customer agrees that if it has elected to receive the additional services of automated bank account feeds enabled by the OpenWrks® data gathering service (OpenWrks Service) from within the Services, then such additional services are subject to the OpenWrks terms of use to be entered into between Customer and OpenWrks when the Customer registers for an OpenWrks account (OpenWrks Terms of Use). The use of the OpenWrks Service is subject to separate charges, details of which shall be provided by Resident upon Customer’s request. The OpenWrks Service shall not be activated until payment for such OpenWrks Service is received in full. You can decide to terminate the OpenWrks Service at any time by providing Resident with notice to terminate. The timing for termination depends on when the notice of termination is received by Resident, how Customer’s payment for the OpenWrks Service is set up, and the terms of the OpenWrks Terms of Use.
2.8 If Customer enables third-party applications for use in conjunction with the Services, you acknowledge that we may allow the providers of those third-party applications to access the Customer Data as required for the interoperation of such third party applications with the Software. We are not responsible for any disclosure, modification or deletion of the Customer Data from any such access by third-party application providers.
2.9 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary subsidiary, affiliate or holding company of the Customer.
Appears in 1 contract
Sources: Software as a Service Agreement
Subscriptions. 2.1 Subject to the Customer purchasing payment by the User Subscriptions in accordance with clause 3.3, clause 3.6 and clause 9.1Client of the Subscription Fees, the restrictions set out in this clause 2 and the other terms and conditions of this agreementAgreement, the Supplier Company hereby grants to the Customer Client 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 operationsTerm.
2.2 In relation to the Authorised Users, the Customer Client undertakes that:
(a) the maximum number of 2.2.1 where Authorised Users are provided with individual accounts or logons 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;
(b) 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;
(c) 2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his any individual password and/or other associated logon details issued to them confidential;
(d) 2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Company within 5 Business Days of the SupplierCompany’s written request at any time or timestime;
(e) 2.2.4 it shall permit the Supplier Company to audit the Services its records and systems in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarterQuarter, at the Supplier’s Company's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not substantially to substantially interfere with the Customer’s Client's normal conduct of business;
(f) 2.2.5 if any of the audits referred to in clause 2.2(e) 2.2.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s Company's other rights, the Customer Client shall promptly disable such passwords and the Supplier Company shall not issue any new passwords to any such individualindividual and the Company will be entitled to charge additional Subscription Fees to reflect any use of the Services in excess of the rights hereby granted; and
(g) 2.2.6 it accepts personal liability for all actions by Authorised Users as if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant auditthey were its own.
2.3 The Customer Client shall not access, store, distribute or transmit any VirusesVirus, or any material during the course of its use of the Services that:
(a) are 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate 2.3.2 facilitates illegal activity;
(b) depict 2.3.3 depicts sexually explicit images;
(c) promote 2.3.4 promotes unlawful violence;
(d) are 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause 2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier Company reserves the right, without liability or prejudice to its other rights to the CustomerClient, to disable the CustomerClient’s access to any material that breaches the provisions of this clauseclause and, without notice, to suspend its use of the Services.
2.4 The Customer Client shall not:
(a) 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) 2.4.1.1 and except to the extent expressly permitted under this agreementAgreement, 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
(ii) 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; or
(b) 2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) 2.4.3 use the Services and/or Documentation to provide services to third parties;; or
(d) 2.4.4 subject to this clause 19.12 and 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, or
(e) 2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services (or the results of the Service) and/or Documentation, other than as provided under clause 9 and the other terms of this clause 2; andAgreement.
2.5 The Customer Client 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 the SupplierCompany.
2.6 The rights provided under this clause 2 are granted to the Customer Client only, and shall not be considered granted to any subsidiary or holding company of the CustomerClient.
Appears in 1 contract
Sources: Saas Service License Agreement
Subscriptions. 2.1 3.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreementAgreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and (including the Documentation Licensed Software) during the Subscription Term solely for the Customer’s 's internal business operationspurposes.
2.2 3.2 In relation to the Authorised Users, the Customer undertakes that:
(a) 3.2.1 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;
(b) 3.2.2 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 DocumentationServices;
(c) 3.2.3 each Authorised User shall keep a secure password for his his/her use of the Services and Documentation Services, that such password and that each Authorised User shall keep his his/her password confidential;
(d) 3.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;
(e) 3.2.5 it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier’s expense, monthly or quarterly and this right shall be exercised with reasonable without prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
(f) 3.2.6 if any of the audits referred to in clause 2.2(e) 3.2.5 reveal that any password access has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s 's other rights, the Customer Supplier shall promptly disable such passwords access and the Supplier shall not issue any new passwords access to any such individual; and
(g) 3.2.7 if any of the audits referred to in clause 2.2(e) 3.2.5 reveal that the Customer has underpaid Subscription Fees Charges to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 the Order Form within 10 Business Days of the date of the relevant audit.
2.3 3.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate illegal activity;
(b) depict sexually explicit images;
(c) promote unlawful violence;
(d) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material shall procure that breaches the provisions of this clause.
2.4 The Customer each Authorised User shall not:):
(a) 3.3.1 except as may be allowed permitted by any applicable law which that is incapable of exclusion by agreement between the parties:
(i) parties and except to the extent expressly permitted under this agreement, Agreement:
3.3.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Licensed Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) 3.3.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-human- perceivable form all or any part of the Licensed Software; or
(b) 3.3.2 access all or any part of the Services and Documentation or Licensed Software in order to build a product or service which competes with the Services and/or the DocumentationServices; or
(c) 3.3.3 use the Services and/or Documentation or Licensed Software to provide services to third parties;; or
(d) 3.3.4 subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation or Licensed Software available to any third party except the Authorised Users, or
(e) 3.3.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentationor Licensed Software, other than as provided under this clause 2; and3, or
2.5 3.3.6 use the Hosting Services to transmit malicious code.
3.3.7 use the Hosting Services to interrupt with, unreasonably burden, or disrupt the integrity or performance of the Hosting Services or third-party data contained therein.
3.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and Licensed Software and, in the event of any such unauthorised access or use, promptly notify the 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
Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, 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 In relation to the Authorised Users, the Customer undertakes that:
(a) 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;
(b) 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;
(c) each Authorised User shall keep a secure password for his their use of the Services and Documentation Documentation, that such password shall be changed no less frequently than every six months and that each Authorised User shall keep his their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;
(e) it shall permit the Supplier or the Supplier’s designated auditor to audit the Services in order to establish the name and password of each Authorised UserUser and the Customer’s data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarter, at the 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;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ab) facilitate facilitates illegal activity;
(bc) depict depicts sexually explicit images;
(cd) promote promotes unlawful violence;
(de) are is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(ef) cause is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to 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:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) parties and except to the extent expressly permitted under this agreement, :
(i) 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
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties;; or
(d) subject to clause 19.122.1, 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, or
(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; andor
(f) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems.
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 the 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
Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreementAgreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users and Learners to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operationsTerm.
2.2 In relation to the Authorised UsersUsers and Learners, the Customer undertakes that:
(a) 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;
(b) 2.2.1 when using OneFile Eportfolio, OneFile Learning Hub, OneFile ILR, or OneFile Tracker ILR, 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 Learner at the same time, though a single Subscription may be allocated 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 DocumentationLearner consecutively;
(c) 2.2.2 when using the OneFile Enrol, OneFile Tracker Enrol or OneFile RPL Funding Calculator, it will not allow or suffer any Subscription to be used more than once, so that only one Learner may ever use an individual Subscription;
2.2.3 each Authorised User and Learner shall keep a secure password for his their account use of the Services and Documentation Documentation, and that each Authorised User and Learners shall keep his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;
(e) 2.2.4 it shall permit the Supplier access to audit the Services in order list of Authorised Users and Learners it has created within the Software for the purpose of conducting audits to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised ensure compliance with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;these terms; and
(f) 2.2.5 if any of the audits referred to in clause 2.2(e) 2.2.4 reveal that any password login has been provided to any individual who is not an Authorised UserUser or Learner, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.;
2.3 The Customer shall not knowingly or negligently access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate 2.3.2 facilitates illegal activity;
(b) depict 2.3.3 depicts sexually explicit images;
(c) promote 2.3.4 promotes unlawful violence;
(d) are 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause 2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to 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:
(a) 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement Agreement between the parties:
(i) and except to the extent expressly permitted under this agreementAgreement, 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
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) 2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties;
(d) 2.4.3 subject to clause 19.122.1, 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 third-party except the Authorised Users, ; or
(e) 2.4.4 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
2.5 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 the Supplier.
2.6 The rights provided under this clause 2 are granted to the Customer only, 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
Subscriptions. 2.1 4.1 Subject to Customer’s payment of the Customer purchasing the User Subscriptions Annual Subscription Fees in accordance with clause 3.38.1, clause 3.6 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreementAgreement, the Supplier AMCS hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licenses, to use and permit the Authorised Users to use the Services Services, the Documentation and the Documentation Deliverables during the Subscription Term solely for the Customer’s 's internal business operations.
2.2 4.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services Solution and the Documentation shall will not exceed the number of User Subscriptions it has purchased from time level agreed, and on which the Solution Fees are based (as set out in Schedule 1), subject always to timeCustomer’s compliance with Customer’s payment obligations under this Agreement;
(b) it will not allow or suffer any User Subscription an Authorised Users’ name and password for access to and use of the Services and the Documentation 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 will no longer have any right to access or use the Services and/or Documentation;
(c) each Authorised User shall will keep a secure password for his his/her use of the Services and Documentation Documentation, that such password will be changed no less frequently than monthly and that each Authorised User shall will keep his his/her password confidential;
(d) it shall will maintain a written, up to date list of current Authorised Users and provide such list to the Supplier AMCS within 5 (five) Business Days of the Supplier’s AMCS' written request at any time or times;
(e) it shall will permit the Supplier AMCS to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier’s AMCS' expense, and this right shall will be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s 's normal conduct of business;; and,
(f) if any of the audits referred to in clause 2.2(e4.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s AMCS' other rights, the Customer shall will promptly disable such passwords and the Supplier shall AMCS will not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate illegal activity;
(b) depict sexually explicit images;
(c) promote unlawful violence;
(d) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause damage or injury to any person or property; and the Supplier reserves the right, without liability 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:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) 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 Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties;
(d) subject to clause 19.1, 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, or
(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
2.5 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 the 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: Cloud Access Agreement
Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreementAgreement, the Supplier SDS 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 internal business operations of the Customer’s internal business operationsGroup.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number set out in Part 1 of User Subscriptions it has purchased from time to timeSchedule 1;
(b) 2.2.2 the maximum number of concurrent Authorised Users shall not exceed the number specified in Part 1 of Schedule 1;
2.2.3 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;
(c) 2.2.4 each Authorised User shall keep a secure password for his use of the Services and Documentation Documentation, that such password shall be changed no less frequently than quarterly and that each Authorised User shall keep his password confidential;
(d) 2.2.5 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier SDS within 5 Business Days of the SupplierSDS’s written request at any time or times;
(e) 2.2.6 it shall permit the Supplier SDS to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierSDS’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;
(f) 2.2.7 if any of the audits referred to in clause 2.2(e) 2.2.6 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierSDS’s other rights, the Customer shall promptly disable such passwords and the Supplier SDS shall not issue any new passwords to any such individual; and
(g) 2.2.8 if any of the audits referred to in clause 2.2(e) 2.2.6 reveal that the Customer has underpaid Subscription Fees to the SupplierSDS, then without prejudice to SDS’s other rights, the Customer shall pay to the Supplier SDS an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Part 3 of Schedule 1 within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not and shall procure that no member of the Customer’s Group shall access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate 2.3.2 facilitates illegal activity;
(b) depict 2.3.3 depicts sexually explicit images;
(c) promote 2.3.4 promotes unlawful violence;
(d) are 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause 2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier SDS reserves the right, without liability or prejudice to 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:
(a) 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(ia) and except to the extent expressly permitted under this agreementAgreement, 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
(iib) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) 2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties;
(d) 2.4.4 subject to clause 19.121, 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, or
(e) 2.4.5 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
2.5 The Customer shall use and shall procure that any member of the Customer’s Group 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 the SupplierSDS.
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 Cloud License Agreement
Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 and clause 9.110.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby CashCalc 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 's business operations, subject to these terms.
2.2 Unless otherwise agreed with CashCalc, the Customer is to be an entity authorised and regulated by the Financial Conduct Authority (or any similar entity or replacement regulator).
2.3 Each User Subscription shall comprise a maximum of one Adviser and one Paraplanner.
2.4 In relation to the Authorised Registered Users, the Customer undertakes that:
(a) the maximum number of Authorised Registered 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;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised Registered User unless it has been reassigned in its entirety to another individual Authorised Registered User, in which case the prior Authorised Registered User shall no longer have any right to access or use the Services and/or DocumentationServices;
(c) each Authorised Registered User shall keep a secure password passwords for his their use of the Services and Documentation Services, that such password shall be changed no less frequently than quarterly and that each Authorised Registered User shall keep his password their passwords confidential;
(d) it shall maintain a written, up to date list of current Authorised Registered Users and provide such list to the Supplier CashCalc within 5 Business Days of the Supplier’s CashCalc's written request at any time or times;
(e) it shall permit the Supplier CashCalc to audit the Services in order to establish the name and password of each Authorised Registered User. Such audit may be conducted no more than once per quarter, at the Supplier’s CashCalc'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 's normal conduct of business;
(f) if any of the audits referred to in clause 2.2(e2.4(e) reveal that any password has been provided to any individual who is not an Authorised a Registered User, then without prejudice to the Supplier’s CashCalc's other rights, the Customer shall promptly disable such passwords and the Supplier CashCalc shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e2.4(e) reveal that the Customer has underpaid Subscription Fees to the SupplierCashCalc, then without prejudice to CashCalc's other rights, the Customer shall pay to the Supplier CashCalc an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 the Website within 10 Business Days of the date of the relevant audit.
2.3 2.5 The name provided for any Registered User must be that which resembles the name of a real person and not that of any company, location or other term used to denote a group of individuals or of a generic nature. Any name CashCalc determines to be conflicting with this policy can and will be changed by CashCalc without prior notice and any subsequent requests to change the name associated with this agreement must be approved by CashCalc.
2.6 Any email address provided by the Customer or any Registered User must be that or a real email address and one which CashCalc is able to contact the Customer or Registered User (as appropriate) on. Any email address CashCalc determines to be conflicting with this policy will be reviewed and may result in termination of the Service to the Customer.
2.7 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ab) facilitate facilitates illegal activity;
(bc) depict depicts sexually explicit images;
(cd) promote promotes unlawful violence;
(de) are is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(ef) cause in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier CashCalc reserves the right, without liability or prejudice to 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 2.8 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) 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 Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the DocumentationServices; or
(c) use the Services and/or Documentation to provide services to third parties;; or
(d) subject to clause 19.1, 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 Registered Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or DocumentationServices, other than as provided under this clause 2; and.
2.5 2.9 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 the SupplierCashCalc.
2.6 2.10 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.
2.11 The Customer shall ensure that these terms are brought to the attention of all Registered Users and shall be responsible for the actions of all Registered Users in relation to the Services.
Appears in 1 contract
Sources: Terms of Business
Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 Clause
3.3 and clause Clause 9.1, the restrictions set out in this clause Clause 2 and on the other conditions of the Agreement incorporating these terms and conditions of this agreementconditions, the Supplier MEG 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 in the Territory solely for the Customer’s 's internal business operationsoperations or as otherwise agreed by the parties from time to time in writing.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) 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;
(b) 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;
(c) 2.2.1 each Authorised User shall keep a secure password for his his/her use of the Services and Documentation and change their own password no less frequently than every six months or in accordance with the Customer’s own password change policy (if more frequent) and that each Authorised User shall keep his his/her password confidential;
(d) 2.2.2 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier MEG within 5 Business Days of the Supplier’s ▇▇▇'s written request at any time or timesrequest;
(e) 2.2.3 it shall permit the Supplier MEG to audit (including on site and/or remotely) the Customer’s use of the Services in order to establish the name and password of each Authorised UserUser and verify use of the Services. Such audit may be conducted no more than once per quarter, at the Supplier’s MEG'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 's normal conduct of business;; and
(f) 2.2.4 if any of the audits referred to in clause 2.2(e) Clause 2.2.3 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s ▇▇▇'s other rights, the Customer shall promptly disable such passwords and the Supplier MEG shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.;
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate 2.3.2 facilitates illegal activity;
(b) depict 2.3.3 depicts sexually explicit images;
(c) promote 2.3.4 promotes unlawful violence;
(d) are 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause 2.3.6 causes damage or injury to any person or property; , and the Supplier MEG reserves the right, without liability to the Customer, to disable the Customer’s 's access to any material that breaches the provisions of this clauseClause.
2.4 The Customer shall not:
(a) 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(ia) and except to the extent expressly permitted under this agreementAgreement, 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 meansmeans including any part of the MEG Data and any data that has been entered by MEG or one of its agents; or
(iib) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-human- perceivable form all or any part of the SoftwareSoftware or MEG Data; or
(b) 2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) 2.4.3 except as provided for in this Agreement, use the Services and/or Documentation to provide services to third parties;; or
(d) subject to clause 19.1, 2.4.4 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, ; or
(e) 2.4.5 attempt to obtain, or assist unauthorised third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause Clause 2; and.
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, and in the event of any such unauthorised access or use, promptly notify the SupplierMEG.
2.6 The rights provided under this clause Clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
2.7 For the avoidance of doubt, the restrictions on editing, copying, modifying, duplicating, create derivative works from, mirroring, republishing, downloading, displaying, transmitting, or distributing material Software contained in this clause 2 shall not apply to the Customer Data.
Appears in 1 contract
Sources: Standard Terms and Conditions
Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier 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 9.1 In relation to the Authorised Users, the Customer undertakes that:
(a) 9.1.1 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;
(b) 9.1.2 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;
(c) 9.1.3 each Authorised User shall keep a secure password for his use of the Services and Documentation Documentation, that such password shall be changed no less frequently than quarterly and that each Authorised User shall keep his password confidential;
(d) 9.1.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Synextra within 5 Business Days of the Supplier’s Synextra's written request at any time or times;
(e) 9.1.5 it shall permit the Supplier Synextra to audit the Services in order to establish that the name and use of a secure password of by each Authorised UserUser is being enforced. Such audit may be conducted no more than once per quarter, at the SupplierSynextra’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 's normal conduct of business;
(f) 9.1.6 if any of the audits referred to in clause 2.2(e) 9.
1.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierSynextra’s other rights, the Customer shall promptly disable such passwords and the Supplier Synextra shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate illegal activity;
(b) depict sexually explicit images;
(c) promote unlawful violence;
(d) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause damage or injury to any person or property; and the Supplier reserves the right, without liability 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:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) 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 Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties;
(d) subject to clause 19.1, 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, or
(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
2.5 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 the 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: Hosted Services Terms and Conditions
Subscriptions. 2.1 3.1 Subject to payment and the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 and clause 9.1, the other restrictions set out in this clause 2 and the other terms and conditions of this agreement, ,the Supplier hereby grants to the Customer End User, subject to the Licence Restrictions, a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term of the User Subscriptions for such Authorised Users solely for the Customer’s internal business operationsPurpose.
2.2 3.2 In relation to the Authorised Users, the Customer End User undertakes that:
(a) it shall be responsible for compliance by Authorised Users with the maximum terms ofthis agreement, and that the restrictions on the End User set out within this agreement shall, unless the context requires otherwise, equally apply to any such persons; (b) the 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 the End User has purchased from time to time;
; (bc) 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;
its documentation; (c) each d)each Authorised User shall keep a secure password for his use of the Services and Documentation its documentation, and that each Authorised User shall keep his password confidential;
; (de) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 within5 Business Days of the Supplier’s written request at any time or times;
; (e) it f)it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the 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;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(a) facilitate illegal activity;
(b) depict sexually explicit images;
(c) promote unlawful violence;
(d) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) cause damage or injury to any person or property; and the Supplier reserves the right, without liability 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:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) 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 Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties;
(d) subject to clause 19.1, 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, or
(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
2.5 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 the 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.3.1
Appears in 1 contract
Sources: Licensing Agreement