User Subscription. 2.1 Subject to the Customer purchasing the User Subscriptions, Ramboll hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Software during the Subscription Term solely for the Customer's internal business operations for the Licensed Use in accordance with the rights and obligations set out in this Agreement. 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 Software shall not exceed the number of User Subscriptions stated in the Supply Agreement; (b) it will not allow 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 Software; (c) each Authorised User shall keep a secure password for his use of the Software; and (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Ramboll within 10 Business Days of Ramboll's written request at any time or times; 2.3 The Customer is entirely responsible for any and all activities which occur related to the Software under its User Subscriptions and its corresponding Authorised Users, and for any and all activities of its employees, agents, representatives, and clients, whether or not such employees, agents, representatives, and clients are designated to use the Software. 2.4 The Customer shall use the Software solely for its internal business use and shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement: (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 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, disassemble the Software or otherwise attempt to discover the source code to the Software or any components thereof, nor permit any third party to do so. The Customer may not reproduce or copy the Software, in whole or in part. (i) access all or any part of the Software in order to build a product or service which circumvent or attempt to circumvent any technical measures or restrictions controlling access to or use of the Software, or gain or attempt to gain any greater level of access to the Software than is permitted by this Agreement (j) interfere with or disrupt the integrity or performance of the Software or the data contained in it; (k) attempt to gain unauthorised access to the Software or its related systems or networks; (l) perform or disclose any benchmarking, availability, or performance testing of the Services; and (m) use any device, software, or routine or attempt to interfere with the proper functioning of the Software 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify Ramboll. 2.6 The Customer agrees that it shall not use or permit to be used the Software for any time critical or mission critical or legal functions usage. No warranty is provided as to the accuracy of the information generated by the Software. The Customer shall not remove alter or obscure proprietary or trademark notices on any screens, data or reports generated by the Software. 2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Customer.
Appears in 2 contracts
Sources: Software Supply Agreement, Software Supply Agreement
User Subscription. 2.1 Beekeeper shall provide the Services during the Subscription Term in accordance with the terms set out in this Agreement.
2.2 Subject to the Customer purchasing the User SubscriptionsSubscription(s), Ramboll the restrictions set out in this clause 2 and the terms and conditions of this Agreement, Beekeeper hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Authorized Users to use the Software Services during the Subscription Term solely for the Customer's ’s internal business operations for the Licensed Use in accordance with the rights and obligations set out in this Agreementcommunications.
2.2 2.3 In relation to the Authorised Authorized Users, the Customer undertakes that:
(a) 2.3.1 the maximum number of Authorised Authorized Users that it authorises authorizes to access and use the Software Services shall not exceed the number of User Subscriptions stated in the Supply Agreement;
(b) it has purchased from time to time. Customer further undertakes that it will not allow any User Subscription to be used by more than one per individual Authorised Authorized User unless it has been reassigned in its entirety to another individual Authorised Authorized User, in which case the prior Authorised Authorized User shall no longer have any right to access or use the SoftwareServices;
(c) 2.3.2 each Authorised Authorized User shall keep a secure password for his use of the Software; and
(d) it Services, that such password shall maintain a written, up to date list of current Authorised Users be changed frequently and provide such list to Ramboll within 10 Business Days of Ramboll's written request at any time or times;
2.3 The Customer is entirely responsible for any and all activities which occur related to the Software under its that each Authorized User Subscriptions and its corresponding Authorised Users, and for any and all activities of its employees, agents, representatives, and clients, whether or not such employees, agents, representatives, and clients are designated to use the Softwareshall keep his password confidential.
2.4 The Customer shall not access, store, distribute or transmit any Viruses, or any material, including without limitation Customer Data and the Authorized User Data, during the course of its use of the Software solely for Services that:
2.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.4.2 facilitates illegal activity; or
2.4.3 in a manner that is otherwise illegal or causes damage or injury to any person or property; and Beekeeper reserves the right, without liability or prejudice to its internal business use and other rights to Customer, to disable Customer’s access to any material that breaches the provisions of this clause.
2.5 Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement:
(i) 2.5.1 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
(ii) 2.5.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, disassemble the Software or otherwise attempt to discover the source code to the Software or any components thereof, nor permit any third party to do so. The Customer may not reproduce or copy the Software, in whole or in part.; or
(i) 2.5.3 access all or any part of the Software Services in order to build a product or service which circumvent competes with the Services; or
2.5.4 use the Services to provide services to third parties; or
2.5.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorized Users, or
2.5.6 attempt to circumvent any technical measures or restrictions controlling access to or use of the Softwareobtain, or gain or attempt to gain any greater level of assist third parties in obtaining, access to the Software Services, other than is permitted by as provided under this Agreementclause 2.
(j) interfere with or disrupt the integrity or performance of the Software or the data contained in it;
(k) attempt to gain unauthorised access to the Software or its related systems or networks;
(l) perform or disclose any benchmarking, availability, or performance testing of the Services; and
(m) use any device, software, or routine or attempt to interfere with the proper functioning of the Software
2.5 The 2.6 Customer shall use all reasonable endeavours to prevent any unauthorised unauthorized access to, or use of, the Software Services and, in the event of any such unauthorised unauthorized access or use, promptly notify RambollBeekeeper.
2.6 The Customer agrees that it shall not use or permit to be used the Software for any time critical or mission critical or legal functions usage. No warranty is provided as to the accuracy of the information generated by the Software. The Customer shall not remove alter or obscure proprietary or trademark notices on any screens, data or reports generated by the Software.
2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Customer.
Appears in 1 contract
User Subscription. 2.1 Beekeeper shall provide the Services during the Subscription Term in accordance with the terms set out in this Agreement.
2.2 Subject to the Customer purchasing the User SubscriptionsSubscription(s), Ramboll the restrictions set out in this clause 2 and the terms and conditions of this Agreement, Beekeeper hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Authorized Users to use the Software Services during the Subscription Term solely for the Customer's internal business operations for the Licensed Use in accordance with the rights and obligations set out in this Agreementcommunications.
2.2 2.3 In relation to the Authorised Authorized Users, the Customer undertakes that:
(a) 2.3.1 the maximum number of Authorised Authorized Users that it authorises authorizes to access and use the Software Services shall not exceed the number of User Subscriptions stated in the Supply Agreement;
(b) it has purchased from time to time. Customer further undertakes that it will not allow any User Subscription to be used by more than one per individual Authorised Authorized User unless it has been reassigned in its entirety to another individual Authorised Authorized User, in which case the prior Authorised Authorized User shall no longer have any right to access or use the SoftwareServices;
(c) 2.3.2 each Authorised Authorized User shall keep a secure password for his use of the Software; and
(d) it Services, that such password shall maintain a written, up to date list of current Authorised Users be changed frequently and provide such list to Ramboll within 10 Business Days of Ramboll's written request at any time or times;
2.3 The Customer is entirely responsible for any and all activities which occur related to the Software under its that each Authorized User Subscriptions and its corresponding Authorised Users, and for any and all activities of its employees, agents, representatives, and clients, whether or not such employees, agents, representatives, and clients are designated to use the Softwareshall keep his password confidential.
2.4 The Customer shall not access, store, distribute or transmit any Viruses, or any material, including without limitation Customer Data and the Authorized User Data, during the course of its use of the Software solely for Services that:
2.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.4.2 facilitates illegal activity; or
2.4.3 in a manner that is otherwise illegal or causes damage or injury to any person or property; and Beekeeper reserves the right, without liability or prejudice to its internal business use and other rights to Customer, to disable Customer's access to any material that breaches the provisions of this clause.
2.5 Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement:
(i) 2.5.1 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
(ii) 2.5.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, disassemble the Software or otherwise attempt to discover the source code to the Software or any components thereof, nor permit any third party to do so. The Customer may not reproduce or copy the Software, in whole or in part.; or
(i) 2.5.3 access all or any part of the Software Services in order to build a product or service which circumvent competes with the Services; or
2.5.4 use the Services to provide services to third parties; or
2.5.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorized Users, or
2.5.6 attempt to circumvent any technical measures or restrictions controlling access to or use of the Softwareobtain, or gain or attempt to gain any greater level of assist third parties in obtaining, access to the Software Services, other than is permitted by as provided under this Agreementclause 2.
(j) interfere with or disrupt the integrity or performance of the Software or the data contained in it;
(k) attempt to gain unauthorised access to the Software or its related systems or networks;
(l) perform or disclose any benchmarking, availability, or performance testing of the Services; and
(m) use any device, software, or routine or attempt to interfere with the proper functioning of the Software
2.5 The 2.6 Customer shall use all reasonable endeavours to prevent any unauthorised unauthorized access to, or use of, the Software Services and, in the event of any such unauthorised unauthorized access or use, promptly notify RambollBeekeeper.
2.6 The Customer agrees that it shall not use or permit to be used the Software for any time critical or mission critical or legal functions usage. No warranty is provided as to the accuracy of the information generated by the Software. The Customer shall not remove alter or obscure proprietary or trademark notices on any screens, data or reports generated by the Software.
2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Customer.
Appears in 1 contract
User Subscription. 2.1 Subject to the Customer purchasing the User Subscriptions, Ramboll hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Software during the Subscription Term solely for the Customer's internal business operations for the Licensed Use in accordance with the rights and obligations set out in this Agreement. Customer may purchase subaccounts for their related business units as long as business units also agree to these terms.
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 Software shall not exceed the number of User Subscriptions stated in the Supply Agreement;
(b) it will not allow 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 Software;
(c) each Authorised User shall keep a secure password for his use of the Software; and
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Ramboll within 10 Business Days of Ramboll's written request at any time or times;
2.3 The Customer is entirely responsible for any and all activities which occur related to the Software under its User Subscriptions and its corresponding Authorised Users, and for any and all activities of its employees, agents, representatives, and clients, whether or not such employees, agents, representatives, and clients are designated to use the Software.
2.4 The Customer shall use the Software solely for its internal business use and shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement:
(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 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, disassemble the Software or otherwise attempt to discover the source code to the Software or any components thereof, nor permit any third party to do so. The Customer may not reproduce or copy the Software, in whole or in part.
(i) access all or any part of the Software in order to build a product or service which circumvent or attempt to circumvent any technical measures or restrictions controlling access to or use of the Software, or gain or attempt to gain any greater level of access to the Software than is permitted by this Agreement
(j) interfere with or disrupt the integrity or performance of the Software or the data contained in it;
(k) attempt to gain unauthorised access to the Software or its related systems or networks;
(l) perform or disclose any benchmarking, availability, or performance testing of the Services; and
(m) use any device, software, or routine or attempt to interfere with the proper functioning of the Software
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify Ramboll.
2.6 The Customer agrees that it shall not use or permit to be used the Software for any time critical or mission critical or legal functions usage. No warranty is provided as to the accuracy of the information generated by the Software. The Customer shall not remove alter or obscure proprietary or trademark notices on any screens, data or reports generated by the Software.
2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Customer. Customer may purchase subaccounts for their related business units as long as business units also agree to these terms.
Appears in 1 contract
Sources: Service Agreement