Common use of USER LICENCES Clause in Contracts

USER LICENCES. 2.1 Subject to the Customer purchasing the User Licences in accordance with condition 3.3 and condition 10.1, Posturite grants to the Customer, a non-exclusive, non-transferable right to use the Products (WorkRite) during the Term. 2.2 In relation to the Licensed Users, the Customer undertakes that: 2.2.1 the maximum number of Licensed Users that it authorises to access and use the Products shall not exceed the number of User Licences it has purchased as set out in the Contract Particulars; 2.2.2 each Licensed User shall keep a secure password for his use of the Products, and each Licensed User shall keep his password confidential; and 2.2.3 it shall maintain a written, up to date list of current Licensed Users and provide such list to Posturite within five (5) Business Days of Posturite’s reasonable request at any time. 2.3 The Customer shall not, and shall procure that the Licensed User shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Products, that: 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive; 2.3.2 facilitates illegal activity; 2.3.3 depicts sexually explicit images; 2.3.4 promotes unlawful violence; 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 2.3.6 is otherwise illegal or causes damage or injury to any person or property; and Posturite 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 condition 2.3. 2.4 The Customer shall not: 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or 2.4.2 access all or any part of the Products in order to build a product or Product which competes with the Products; and 2.4.3 subject to condition 25.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Products available to any third party except the Licensed Users. 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products and, in the event of any such unauthorised access or use, promptly notify Posturite. 2.6 The rights provided under this condition 2 are granted to the Customer only, but shall include any subsidiary, holding company, or associate of the Customer, with the prior written consent of Posturite.

USER LICENCES. 2.1 Subject to the Customer purchasing the User Licences in accordance with condition 3.3 and condition 10.1, Posturite grants to the Customer, a non-exclusive, non-transferable right to use the Products (WorkRite) during the Term. 2.2 In relation to the Licensed Users, the Customer undertakes that: 2.2.1 the maximum number of Licensed Users that it authorises to access and use the Products shall not exceed the number of User Licences it has purchased as set out in the Contract Particulars; 2.2.2 each Licensed User shall keep a secure password for his use of the Products, and each Licensed User shall keep his password confidential; and 2.2.3 it shall maintain a written, up to date list of current Licensed Users and provide such list to Posturite within five (5) Business Days of Posturite’s reasonable request at any time. 2.3 The Customer shall not, and shall procure that the Licensed User shall not, access, store, distribute or transmit any Viruses, or any material (including Customer Course Content or Posturite Course Content, if applicable) during the course of its use of the Products, that: 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive; 2.3.2 facilitates illegal activity; 2.3.3 depicts sexually explicit images; 2.3.4 promotes unlawful violence; 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 2.3.6 is otherwise illegal or causes damage or injury to any person or property; and Posturite 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 condition 2.3. 2.4 The Customer shall not: 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or 2.4.2 access all or any part of the Products in order to build a product or Product which competes with the Products; and 2.4.3 subject to condition 25.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Products (including derivative works of the same) or, without our prior written consent, Customer Course Content and Posturite Course Content, available to any third party except the Licensed Users. 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products and, in the event of any such unauthorised access or use, promptly notify Posturite. 2.6 The rights provided under this condition 2 are granted to the Customer only, but shall include any subsidiary, holding company, or associate of the Customer, with the prior written consent of Posturite.