Common use of USER LICENCES Clause in Contracts

USER LICENCES. 2.1 Subject to the Customer purchasing the User Licences in accordance with clause 3.3 and clause 8.1, 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 Licence 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 Licences it has purchased from time to time; (b) it will not allow or suffer any User Licence 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, that such password shall be changed in accordance with the Customer’s own security access protocols or, if none applicable, at least monthly and that each Authorised User shall keep his password confidential; (d) it shall maintain a record of current Authorised Users and provide such record to the Supplier within 5 Business Days of the Supplier’s request at any time; (e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit shall be exercised 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 the number of Authorised Users 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 Licence 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 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) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) 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 18.1, 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 unless such companies are fully disclosed and make use of fully paid for user licences as if they were the Customer and fully comply with all the Terms & Condition of this Agrreement.

USER LICENCES. 2.1 ‌ 3.1. Subject to the Customer you purchasing the User Licences in accordance with clause 3.3 4.3 and clause 8.110.1, the restrictions set out in this clause 2 3 and the other terms and conditions of this Agreement, the Supplier we hereby grants grant to the Customer you a non-exclusive, non- non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Licence Subscription Term solely for the Customer's your internal business operations. 2.2 3.2. In relation to the Authorised Users, the Customer undertakes that:you undertake that:‌ (a) the maximum number of Authorised Users that it authorises you authorise to access and use the Services and the Documentation shall not exceed the number of User Licences it has you have purchased from time to time; (b) it you will not allow or suffer any User Licence 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, that such password shall be changed in accordance with the Customer’s own security access protocols or, if none applicable, at least monthly no less frequently than yearly and that each Authorised User shall keep his password confidential; (d) it you shall maintain a record written, up to date list of current Authorised Users and provide such record list to the Supplier us within 5 Business Days of the Supplier’s our written request at any time;time or times;‌ (e) it you shall permit the Supplier us 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 our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's your normal conduct of business;business;‌ (f) if any of the audits referred to in clause 2.2(e3.2 (e) reveal that the number of Authorised Users any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's our other rights, the Customer you shall promptly disable such passwords and the Supplier we shall not issue any new passwords to any such individual; and (g) if any of the audits referred to in clause 2.2(e3.2(e) reveal that the Customer has you have underpaid Licence Subscription Fees to the Supplierus, the Customer then without prejudice to our other rights, you shall pay to the Supplier us an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 the Order within 10 Business Days of the date of the relevant audit. 2.3 The Customer 3.3. You shall not access, store, distribute or transmit any Viruses, or any material during the course of its your use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves we reserve the right, without liability or prejudice to the Customerour other rights to you, to disable the Customer’s your access to any material that breaches the provisions of this clause. 2.4 The Customer 3.4. You 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 18.124.1, 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 and/ or Documentation, other than as provided under this clause 23.; and 2.5 The Customer 3.5. You 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 Supplierus. 2.6 3.6. The rights provided under this clause 2 3. are granted to the Customer you only, and shall not be considered granted to any subsidiary or holding company of the Customer unless such companies are fully disclosed and make use of fully paid for user licences as if they were the Customer and fully comply with all the Terms & Condition of this Agrreementyou.