User Subscriptions. 4.1. Subject to the Customer paying the Project Fees purchasing the User Subscriptions in accordance with the Payment Terms and clause 11, the restrictions set out in this clause 4 and the other terms and conditions of the Agreement, Plotbox 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 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 and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time, as specified in the Commercial Terms; (b) it will not allow or suffer any User Subscription to be used by more than one individual named 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 only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) and that each Authorised User shall keep his password confidential; (e) it shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox within 5 Business Days of Plotbox’s written request at any time or times; (f) it shall permit Plotbox 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 Plotbox'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; (g) if any of the audits referred to in clause 4.2(f) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotbox's other rights, the Customer shall promptly disable such passwords and Plotbox shall not issue any new passwords to any such individual; and (h) if any of the audits referred to in clause 4.2(f) reveal that the Customer has underpaid Subscription Fees to Plotbox, then without prejudice to Plotbox’s other rights, the Customer shall pay to Plotbox an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms within 10 Business Days of the date of the relevant audit. 4.3. 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 (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox 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. 4.4. 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 the 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 4.5. 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 Plotbox. 4.6. The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customer.
Appears in 1 contract
Sources: General Terms and Conditions
User Subscriptions. 4.1. 3.1 Subject to the Customer paying the Project Fees purchasing the User Subscriptions in accordance with the Payment Terms clause 4.3 and clause 1110.1, the restrictions set out in this clause 4 2 and the other terms and conditions of the Agreementthis agreement, Plotbox theSmartway2 Ltd 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 thethe Customer's internal business operations.
4.2. 3.2 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, as specified in the Commercial Terms; ;
(b) it will not allow or suffer any User Subscription to be used by more than one individual named 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 only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) and that each Authorised User shall keep his password confidential; ;
(ed) it shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox Smartway2 Ltd within 5 Business Days of PlotboxSmartway2 Ltd’s written request at any time or times; times;
(fe) it shall permit Plotbox Smartway2 Ltd to audit the Services in order to establish the name and password of each Authorised User. Such audit may shall be conducted no more than once per quarter, at PlotboxSmartway2 Ltd'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; business;
(gf) if any of the audits referred to in clause 4.2(f3.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to PlotboxSmartway2 Ltd's other rights, the Customer shall promptly disable such passwords and Plotbox Smartway2 Ltd shall not issue any new passwords to any such individual; and and
(hg) if any of the audits referred to in clause 4.2(f3.2(e) reveal that the Customer has underpaid Subscription Fees to PlotboxSmartway2 Ltd, then without prejudice to PlotboxSmartway2 Ltd’s other rights, the Customer shall pay to Plotbox Smartway2 Ltd an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms paragraph Error! Reference source not found. of Error! Reference source not found. within 10 Business Days of the date of the relevant audit.
4.3. 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) 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; ;
(ed) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or or
(fe) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox Smartway2 Ltd 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.
4.4. 3.4 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 the Agreementthis 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 or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or 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 or
(c) use the Services and/orand/or Documentation to provide services to third parties; or
4.5. (d) subject to clause 23.1, 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
3.5 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 Plotbox.Smartway2 Ltd.
4.6. 3.6 The rights provided under this clause 4 2 are granted to the Customer only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customer.
Appears in 1 contract
User Subscriptions. 4.1. Subject to the Customer paying the Project Fees purchasing the User Subscriptions in accordance with the Payment Terms and clause 11, the restrictions set out in this clause 4 and the other terms and conditions of the Agreement, Plotbox hereby 9.1 The Supplier grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Third Party Services and the Documentation and/or Subscription Services (as applicable) during the Subscription Term solely for thethe Customer's internal business operations.
4.2. 9.2 Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration of the Agreement or the applicable Statement of Work (as the case may be) unless and until terminated in compliance with the Agreement.
9.3 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, as specified in the Commercial Terms; (b) it will not allow or suffer any User Subscription to be used by more than one individual named 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 Third Party Services and/or Documentation; Subscription Services;
(c) each Authorised User shall only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (db) each Authorised User shall keep a secure password or other biometric authentication for his their use of the Third Party Services and Documentation, that such password shall be changed no less frequently than monthly and/or Subscription Services (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotboxas the case may be) and that each Authorised User shall keep his their password confidential; ;
(ec) it shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox the Supplier within 5 five (5) Business Days of Plotboxthe Supplier’s written request at any from time or times; to time;
(fd) it shall permit Plotbox the Supplier to audit the Customer’s use of the Third Party Services in order to establish the name and password of Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at Plotboxthe 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; ;
(ge) if any of the audits referred to in clause 4.2(fClause 9.3(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotboxthe Supplier's other rights, the Customer shall promptly disable such passwords and Plotbox the Supplier shall not issue any new passwords to any such individual; and and
(hf) if any of the audits referred to in clause 4.2(fClause 9.3(d) reveal that the Customer has underpaid Subscription Fees to Plotboxthe Supplier and/or individuals are using the Third Party Services who are not Authorised Users, then without prejudice to Plotbox’s the Supplier's other rights, the Customer shall pay to Plotbox the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms within 10 ten (10) Business Days of the date of the relevant auditaudit or upon request by the Supplier, promptly disable access to such individuals.
4.3. 9.4 The Customer shall may, from time to time during any Term, subject to the NCE Subscription Terms and the Statement of Work, request that the User Subscriptions are adjusted providing it does not accessdecrease below the Minimum Commitment provisioned, store, distribute or transmit any Viruses, or any material during by giving the course of its use of Supplier written notice subject to the Services that: following:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing The Supplier shall evaluate the Customer's request for additional User Subscriptions and grant or racially or ethnically offensive; refuse the request (in its sole discretion).
(b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox reserves If the right, without liability or prejudice to its other rights to the Customer, to disable Supplier approves the Customer’s access request to any material that breaches purchase additional User Subscriptions, the provisions Customer shall, within thirty (30) days of this clausethe date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such additional User Subscriptions at the relevant price at the time of the request and, if such additional User Subscriptions are purchased by the Customer part way through the Term, such fees shall be pro-rated for the remainder of the Term.
4.4. The Customer shall not: (a) except 9.5 Unless otherwise set out in the Statement of Work, the Supplier may adjust the Minimum Commitment monthly to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous month or as may be allowed by any applicable law which is incapable of exclusion by agreement otherwise agreed between the parties: (i) and except to Parties.
9.6 Termination of the extent expressly permitted licences under the Subscription Services will not affect any other Services provided under the applicable Statement of Work or 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 .
9.7 Where the Services and Documentation in order to build a product or service which competes with include the Services and/or the Documentation; or (c) use the Services and/or
4.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use ofsupply of NCE Subscription Services, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify PlotboxNCE Subscription Terms apply.
4.6. The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customer.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 4.1. 2.1 Subject to the Customer paying the Project Fees Institution purchasing the User Subscriptions in accordance with the Payment Terms and clause 113.1, the restrictions set out in this clause 4 2 and the other terms and conditions of the Agreementthis agreement, Plotbox Jamworks hereby grants to the Customer Institution a 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 thethe Institution's internal business operations.
4.2. 2.2 In relation to the Authorised Users, the Customer Institution 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, as specified in the Commercial Terms; ;
(b) it will not allow or suffer any User Subscription to be used by more than one individual named 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 only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) each Authorised User shall keep a secure password for his their use of the Services and Documentation, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) 12 months and that each Authorised User shall keep his their password confidential; ;
(ed) it shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox Jamworks within 5 Business Days of Plotbox’s Jamworks’ written request at any time or times; ;
(fe) it shall permit Plotbox Jamworks or Jamworks’ designated auditor to audit the Services in order to establish the name and password of each Authorised UserUser and the Institution's data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarteryear, at Plotbox's Jamworks’ expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the CustomerInstitution's normal conduct of business; ;
(gf) if any of the audits referred to in clause 4.2(f2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotbox's Jamworks’ other rights, the Customer Institution shall promptly disable such passwords and Plotbox Jamworks shall not issue any new passwords to any such individual; and (h) if any of the audits referred to in clause 4.2(f) reveal that the Customer has underpaid Subscription Fees to Plotbox, then without prejudice to Plotbox’s other rights, the Customer shall pay to Plotbox an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms within 10 Business Days of the date of the relevant audit.and
4.3. 2.3 The Customer Institution 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 or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox Jamworks reserves the right, without liability or prejudice to its other rights to the CustomerInstitution, to disable the Customer’s Institution's access to any material that breaches the provisions of this clause.
4.4. 2.4 The Customer Institution 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 the Agreement, 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 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 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 or
(c) use the Services and/orand/or Documentation to provide services to third parties; or
4.5. (d) subject to clause 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 2; or
(f) introduce or permit the introduction of any Virus or Vulnerability into Jamworks’ network and information systems.
2.5 The Customer Institution 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 PlotboxJamworks.
4.6. 2.6 The rights provided under this clause 4 2 are granted to the Customer only, Institution only and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the CustomerInstitution.
Appears in 1 contract
Sources: Service Agreement
User Subscriptions. 4.1. 2.1 Subject to the Customer paying the Project Fees you purchasing the appropriate Connections for the number of User Subscriptions and estimated Transaction Volumes in accordance with the Payment Terms clauses 2.6 and clause 117.1, the restrictions set out in this clause 4 2 and the other terms and conditions of the this Agreement, Plotbox Causeway hereby grants to the Customer you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for theterm of this Agreement.
4.2. 2.2 In relation to the Authorised Users, the Customer undertakes 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 Subscriptions it has and/or Connections you have purchased from time to time, as specified in the Commercial Terms; ;
(b) it you will not allow or suffer any User Subscription to be used by more than one individual named 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 only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) Documentation and that each Authorised User shall keep his password confidential; ;
(ed) it you shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox Causeway within 5 Business Days of Plotbox▇▇▇▇▇▇▇▇’s written request at any time or times; request;
(fe) it you shall permit Plotbox Causeway 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 PlotboxCauseway '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 your normal conduct of business; ;
(gf) if any of the audits referred to in clause 4.2(f2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotbox▇▇▇▇▇▇▇▇'s other rights, the Customer you shall promptly disable such passwords and Plotbox Causeway shall not issue any new passwords to any such individual; and and
(hg) if any of the audits referred to in clause 4.2(f2.2(e) reveal that the Customer has you have underpaid Subscription Fees to PlotboxCauseway, then without prejudice to PlotboxCauseway’s other rights, the Customer you shall pay to Plotbox Causeway an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms Order Form within 10 Business Days of the date of the relevant audit.
4.3. The Customer 2.3 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 (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox 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.or
4.4. The Customer 2.4 You shall not: :
(a) 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 the 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 or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or 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 or
(c) use the Services and/orand/or Documentation to provide services to third parties; or
4.5. The Customer (d) 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 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 PlotboxCauseway.
4.6. The rights provided under this clause 4 are granted to 2.6 You may increase the Customer only, number of User Subscriptions or estimated Transaction Volumes by executing with Causeway a new Order Form at any time and in each case an increase in the Subscription Fees shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customerapply.
Appears in 1 contract
Sources: Terms and Conditions
User Subscriptions. 4.1. Subject 3.1 Each User undertakes to the Customer paying the Project Fees purchasing the User Subscriptions in accordance with the Payment Terms and clause 11, the restrictions set out in this clause 4 and the other terms and conditions of the Agreement, Plotbox 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 theMarvinet that:
4.2. In relation to the Authorised Users, the Customer undertakes that: (a) 3.1.1 the maximum number of Authorised Users individuals that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions permitted under the Account type it has purchased from time to time, as specified in the Commercial Terms; (b) ;
3.1.2 it will not allow or suffer any User Subscription Account to be used by more than one individual named Authorised User the permitted number of individuals unless it has been reassigned in its entirety to another individual Authorised Userindividual, in which case the prior Authorised User authorised individual shall no longer have any right to access or use the Services and/or Documentation; (c) each Authorised User shall only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) and that each Authorised User shall keep his password confidential; (e) Services;
3.1.3 it shall maintain a written, up to date list of current Authorised Users User Subscriptions and individuals using its Account and provide such list to Plotbox Marvinet within 5 Business Days of PlotboxMarvinet’s written request at any time or times; (f) and
3.1.4 it shall permit Plotbox Marvinet to audit the Services in order to establish co-operation with the name and password User if, in the reasonable opinion of each Authorised User▇▇▇▇▇▇▇▇, there has been inappropriate use of the Services by the User or any third party. Such audit may shall be conducted no more than once per quarter, at Plotbox's ▇▇▇▇▇▇▇▇’s expense, and where there has been inappropriate use by a third party, this right shall be exercised with reasonable prior noticenotice to the User, in such a manner as not to substantially interfere with the Customer's User’s normal conduct of business; (g) if any of the audits referred to in clause 4.2(f) reveal that any password . Where there has been provided to any individual who is not an Authorised inappropriate use by the User, then without prejudice there shall be no obligation to Plotbox's other rightsprovide such notice.
3.2 Subject to Clause 3.3 and Clause 3.4 of these Terms of Service, the Customer User may, from time to time during the Subscription Term, obtain additional User Subscriptions by switching to a new Account type and Marvinet shall promptly disable such passwords and Plotbox shall not issue any new passwords grant access to any such individual; and (h) if any of the audits referred to in clause 4.2(f) reveal that the Customer has underpaid Subscription Fees to Plotbox, then without prejudice to Plotbox’s other rights, the Customer shall pay to Plotbox an amount equal Services to such underpayment as calculated additional individuals in accordance with the prices set out provisions of these Terms.
3.3 If the User wishes to switch to a new Account type, the User shall notify Marvinet in writing. ▇▇▇▇▇▇▇▇ shall evaluate such request and respond to the Commercial Terms within 10 Business Days User with approval or rejection of the date of the relevant auditrequest.
4.3. The Customer shall not access3.4 If Marvinet approves the User’s request to switch to a new Account type, storethe User shall, distribute or transmit within 30 days in accordance with the payment provisions in Clause 8 of these Terms of Service and, if such change to a new Account type is made by the User part way through any Viruses, or any material month during the course Subscription Term, Subscription Fees shall be pro-rated for the remainder 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 (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox 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.
4.4. 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 the 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 such month (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
4.5. 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 Plotbox).
4.6. The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customer.
Appears in 1 contract
Sources: Terms of Service
User Subscriptions. 4.1. 3.1 Subject to the Customer paying the Project Fees purchasing you selecting the User Subscriptions in accordance with the Payment Terms and clause 11[10.1], the restrictions set out in this clause 4 [3.2] and the other terms and conditions of these Terms, the Agreement, Plotbox Company hereby grants to the Customer you a non-exclusive, non-transferable sublicensable, non-transferable, terminable and revocable licence/right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for thethe Customer’s internal business operations (the “Licence”). The grant of this Licence does not constitute a transfer or sale of the Services or any copy thereof, and the Company retains all right, title, and interest in and to the Services, including any Contents, Software or any Intellectual Property Rights therein.
4.2. 3.2 In relation to the Authorised Users, the Customer undertakes 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 Subscriptions it has purchased from time to timeyou have selected, as specified in or that may be permitted by the Commercial Terms; Company;
(b) it you will not allow or suffer any User Subscription to be used by more than one individual named 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 only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) each Authorised User shall keep a secure password for his User Account to use of the Services and Documentation, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) a regular basis and that each Authorised User shall keep his password confidential; ;
(d) you shall ensure that each Authorised User complies with your obligations as set out in these Terms, and the Guidelines;
(e) it you shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox the Company within 5 2 Business Days of Plotbox’s the Company's written request at any time or times; ;
(f) it you shall permit Plotbox the Company to audit your use of the Services in order to establish the name and password of each Authorised User, including but not limited to providing the Company with access to your premises from which your Authorised Users gain access to the Services, as well as providing the Company with access to your records dealing with such access. Such audit may be conducted no more than once per quarter, at Plotboxthe Company's expense, and this right shall be exercised with reasonable prior notice (in this regard 2 Business Days notice shall be deemed as reasonable notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; );
(g) if any of the audits referred to in clause 4.2(f[3.2
(f) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotboxthe Company's other rightsrights and remedies under this Agreement or at law, the Customer you shall promptly disable such passwords and Plotbox shall the Company has the right to not issue any new passwords to any such individual; and (h) if any of the audits referred to in clause 4.2(f) reveal that the Customer has underpaid Subscription Fees to Plotbox, then without prejudice to Plotbox’s other rights, the Customer shall pay to Plotbox an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms within 10 Business Days of the date of the relevant audit.and
4.3. 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 (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox 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.
4.4. 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 the 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
4.5. The Customer 3.3 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 Plotboxthe Company.
4.6. 3.4 The rights right provided under this clause 4 are [3] is granted to the Customer you only, and shall not be considered granted to any affiliate, subsidiary of your subsidiaries or holding company of the Customer or other entity connected to the Customercompany.
Appears in 1 contract
Sources: Terms and Conditions
User Subscriptions. 4.1. 18.1 Subject to the Customer paying the Project Fees purchasing the User Subscriptions in accordance with the Payment Terms and clause 11Subscriptions, the restrictions set out in this clause 4 and the other terms and conditions of the Agreement, Plotbox 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 thethe Customer's internal business operations.
4.2. 18.2 In relation to the Authorised Users, the Customer undertakes that: (a) :
18.2.1 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, as specified in the Commercial Terms; (b) ;
18.2.2 it will not allow or suffer any User Subscription to be used by more than one individual named 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 only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) ;
18.2.3 each Authorised User shall keep a secure password for his use of the Services and DocumentationServices, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) and that each Authorised User shall keep his password confidential; (e) ;
18.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox the Supplier within 5 Business Days of Plotboxthe Supplier’s written request at any time or times; (f) ;
18.2.5 it shall permit Plotbox 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 Plotboxthe 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; (g) ;
18.2.6 if any of the audits referred to in this clause 4.2(f) 18 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotboxthe Supplier's other rights, the Customer shall promptly disable such passwords and Plotbox the Supplier shall not issue any new passwords to any such individual; and (h) and
18.2.7 if any of the audits referred to in this clause 4.2(f) 18 reveal that the Customer has underpaid Subscription Fees to Plotbox, then without prejudice to Plotbox’s other rightsthe Supplier, the Customer shall pay to Plotbox the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms within 10 Business Days of the date of the relevant audit.
4.3. 18.3 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) that 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) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox . 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.
4.4. 18.4 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 the this Agreement, :
18.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) any documentation in any form or media or by any means; or (ii) or
18.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-human- perceivable form all or any part of the Software; or (b) or
18.4.3 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
18.4.4 use the Services and/orto provide services to third parties; or
4.5. 18.4.5 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 Authorised Users, or
18.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 18.
18.5 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 Plotboxthe Supplier.
4.6. 18.6 The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customer.
Appears in 1 contract
Sources: Software Services Agreement
User Subscriptions. 4.1. 18.1 Subject to the Customer paying the Project Fees purchasing the User Subscriptions in accordance with the Payment Terms and clause 11Subscriptions, the restrictions set out in this clause 4 and the other terms and conditions of the Agreement, Plotbox 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 thethe Customer's internal business operations.
4.2. 18.2 In relation to the Authorised Users, the Customer undertakes that: (a) :
18.2.1 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, as specified in the Commercial Terms; (b) ;
18.2.2 it will not allow or suffer any User Subscription to be used by more than one individual named 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 only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) ;
18.2.3 each Authorised User shall keep a secure password for his use of the Services and DocumentationServices, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) and that each Authorised User shall keep his password confidential; (e) ;
18.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox the Supplier within 5 Business Days of Plotboxthe Supplier’s written request at any time or times; (f) ;
18.2.5 it shall permit Plotbox 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 Plotboxthe 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; (g) ;
18.2.6 if any of the audits referred to in this clause 4.2(f) 18 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotboxthe Supplier's other rights, the Customer shall promptly disable such passwords and Plotbox the Supplier shall not issue any new passwords to any such individual; and (h) and
18.2.7 if any of the audits referred to in this clause 4.2(f) 18 reveal that the Customer has underpaid Subscription Fees to Plotbox, then without prejudice to Plotbox’s other rightsthe Supplier, the Customer shall pay to Plotbox the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms within 10 Business Days of the date of the relevant audit.
4.3. 18.3 The Customer shall not not, nor allow others to, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) that 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) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox . 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.
4.4. 18.4 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 the this Agreement, :
18.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) any documentation in any form or media or by any means; or (ii) or
18.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-human- perceivable form all or any part of the Software; or (b) or
18.4.3 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
18.4.4 use the Services and/orto provide services to third parties; or
4.5. 18.4.5 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 Authorised Users, or
18.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 18.
18.5 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 Plotboxthe Supplier.
4.6. 18.6 The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customer.
Appears in 1 contract
Sources: Software Services Agreement
User Subscriptions. 4.1. 2.1 Subject to the Customer paying the Project Fees Authority purchasing the User Subscriptions in accordance with the Payment Terms clause Error! Reference source not found. and clause 117.1, the restrictions set out in this clause 4 c ▇▇▇▇▇ 2 and the other terms and conditions of the Agreementthis agreement, Plotbox Invision hereby grants to the Customer Authority a 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 thethe Authority’s internal business operations.
4.2. 2.2 In relation to the Authorised Users, the Customer Authority 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 of User Subscriptions it has purchased from time to time, as specified in the Commercial Terms; (b) ;
2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual named 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 only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) ;
2.2.3 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) Documentation and that each Authorised User shall keep his password confidential; (e) ;
2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox Invision within 5 Business Days of PlotboxInvision’s written request at any time or times; (f) ;
2.2.5 it shall permit Plotbox Invision or Invision’s designated auditor to audit the Services in order to establish the name and password of each Authorised UserUser and Invision’s data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarter, at Plotbox's Invision’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 Authority’s normal conduct of business; (g) ;
2.2.6 if any of the audits referred to in clause 4.2(f) 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotbox's Invision’s other rights, the Customer Authority shall promptly disable such passwords and Plotbox Invision shall not issue any new passwords to any such individual; and (h) and
2.2.7 if any of the audits referred to in clause 4.2(f) 2.2.5 reveal that the Customer Authority has underpaid Subscription Fees to PlotboxInvision, then without prejudice to PlotboxInvision’s other rights, the Customer Authority shall pay to Plotbox Invision an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms paragraph 1 of Schedule 1 within 10 [10] Business Days of the date of the relevant audit.
4.3. 2.3 The Customer Authority shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) :
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) ;
2.3.2 facilitates illegal activity; (c) ;
2.3.3 depicts sexually explicit images; (d) ;
2.3.4 promotes unlawful violence; (e) ;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that or
2.3.6 is otherwise illegal or causes damage or injury to any person or property; and Plotbox Invision reserves the right, without liability or prejudice to its other rights to the CustomerAuthority, to disable the CustomerAuthority’s access to any material that breaches the provisions of this clause.
4.4. 2.4 The Customer Authority 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 the Agreement, this agreement:
2.4.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) or
2.4.1.2 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) or
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) or
2.4.3 use the Services and/orand/or Documentation to provide services to third parties; or
4.5. 2.4.4 subject to clause 20.1, 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
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; or
2.4.6 introduce or permit the introduction of, any Virus into Invision’s network and information systems.
2.5 The Customer Authority 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 PlotboxInvision.
4.6. The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customer.
Appears in 1 contract
User Subscriptions. 4.1.
2.1 The Supplier shall supply the Services to the Customer as indicated on the Customer’s sign up to the Services through the Supplier’s online portal subject to the terms of this agreement.
2.2 The Customer will select the Service Level it requires to be provided by the Supplier when it signs up to the Services online through the Supplier’s online portal and the Supplier shall provide the requested Services in accordance with the relevant Service Level.
2.3 Subject to the Customer paying the Project Fees purchasing the User Subscriptions in accordance with the Payment Terms clause 3.3 and clause 119.1, the restrictions set out in this clause 4 2 and the other terms and conditions of this agreement, the Agreement, Plotbox Supplier 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 thethe Customer's internal business operations.
4.2. 2.4 In relation to the Authorised Users, the Customer undertakes that: (a) :
2.4.1 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, as specified in the Commercial Terms; (b) ;
2.4.2 it will not allow or suffer any User Subscription to be used by more than one individual named 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 Services;
2.4.3 it shall ensure that Authorised User shall only access will be entitled limited to access and use the Services for the purposes purchased and according access allocated to the level of access applicable to the category of Authorised User specified in the Tender; (d) them;
2.4.4 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) and that each Authorised User shall keep his password confidential; (e) ;
2.4.5 it shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox the Supplier within 5 Business Days of Plotbox’s the Supplier's written request at any time or times; (f) times;
2.4.6 it shall permit Plotbox 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 Plotboxthe 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; (g) business;
2.4.7 if any of the audits referred to in clause 4.2(f) 2.4.6 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotboxthe Supplier's other rights, the Customer shall promptly disable such passwords and Plotbox the Supplier shall not issue any new passwords to any such individual; and (h) and
2.4.8 if any of the audits referred to in clause 4.2(f) 2.4.6 reveal that the Customer has underpaid Subscription Fees to Plotboxthe Supplier, then without prejudice to Plotbox’s the Supplier's other rights, the Customer shall pay to Plotbox the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in of the Commercial Terms relevant subscriptions within 10 Business Days of the date of the relevant audit.
4.3. 2.5 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) :
2.5.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) ;
2.5.2 facilitates illegal activity; (c) ;
2.5.3 depicts sexually explicit images; (d) ;
2.5.4 promotes unlawful violence; (e) ;
2.5.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that or
2.5.6 is otherwise illegal or causes damage or injury to any person or property; and Plotbox the Supplier 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.
4.4. 2.6 The Customer shall not: (a) :
2.6.1 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 the Agreement, this agreement:
(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 and/or Documentation (as applicable) in any form or media or by any means; or or
(iib) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-human- perceivable form all or any part of the Software; or (b) or
2.6.2 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 DocumentationServices; or (c) or
2.6.3 use the Services and/orto provide services to third parties; or
4.5. 2.6.4 subject to clause 22.1, 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 Authorised Users, or
2.6.5 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; and
2.7 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 Plotboxthe Supplier.
4.6. 2.8 The rights provided under this clause 4 2 are granted to the Customer only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customer.
2.9 The Supplier will supply Services to each Authorised User in accordance with the Service Level purchased through the Supplier’s online portal for and allocated to such Authorised User.
2.10 The Supplier will supply Services in accordance with the Service Levels detailed at Schedules 3 and/or 4 and/or 5 as appropriate and dependant on the Services Levels allocated to each Authorised User in accordance with this agreement.
2.11 If the Trial box is ticked on the front sheet of this agreement the Supplier will provide the Services as detailed in Schedule 6.
Appears in 1 contract
Sources: Software as a Service Agreement
User Subscriptions. 4.1. 2.1 Subject to the Customer paying the Project Fees purchasing the User Subscriptions in accordance with the Payment Terms and clause 11, the restrictions set out in this clause 4 and the other terms and conditions of the this Agreement, Plotbox THE NEXT PHASE hereby grants to the Customer a non-non- exclusive, non-transferable right to permit the Authorised Authorized Users to use the Services and the Documentation during the Subscription Term solely for thethe Customer's internal business operations.
4.2. 2.2 In relation to the Authorised Authorized Users, the Customer undertakes that: :
(a) the maximum number of Authorised Authorized Users that it authorises authorizes to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time, as specified in the Commercial Terms; ;
(b) it will not allow or suffer any User Subscription to be used by more than one individual named 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 Services and/or Documentation; ;
(c) each Authorised User shall only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) each Authorised Authorized User shall keep a secure password Login [User Name and Password] for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) and that each Authorised Authorized User shall keep his password Login and Password confidential; ;
(ed) it shall maintain a written, up to date list of current Authorised Authorized Users and provide such list to Plotbox THE NEXT PHASE within 5 [5] Business Days of PlotboxTHE NEXT PHASE’s written request at any time or times; ;
(fe) it shall permit Plotbox THE NEXT PHASE to audit the Services in order to establish the name full name, email address and password Login of each Authorised Authorized User. Such audit may be conducted no more than once per quarter, at PlotboxTHE NEXT PHASE '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 Login has been provided to any individual who is not an Authorized User, then without prejudice to THE NEXT PHASE 's other rights, the Customer shall promptly disable such Logins and THE NEXT PHASE shall not issue any new Logins to any such individual; and
(g) if any of the audits referred to in clause 4.2(f) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotbox's other rights, the Customer shall promptly disable such passwords and Plotbox shall not issue any new passwords to any such individual; and (h) if any of the audits referred to in clause 4.2(f2.2(e) reveal that the Customer has underpaid Subscription Fees to Plotbox, then without prejudice to Plotbox’s other rightsTHE NEXT PHASE, the Customer shall pay to Plotbox THE NEXT PHASE an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms Sales Order within 10 [10] Business Days of the date of the relevant audit.
4.3. 2.3 The Customer shall not access, store, distribute or transmit any Virusesviruses, 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, colourcolor, religious belief, sexual orientation, disability, or any other illegal activity; or or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox THE NEXT PHASE 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.
4.4. 2.4 The Customer shall not: :
(a) 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 the 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 or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or 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 or
(c) use the Services and/orand/or Documentation to provide services to third parties; or
4.5. (d) 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 Authorized Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation and
2.5 The Customer shall use all reasonable endeavours endeavors to prevent any unauthorised unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised unauthorized access or use, promptly notify PlotboxTHE NEXT PHASE.
4.6. 2.6 The rights provided under this clause 4 2 are granted to the Customer only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customer.
Appears in 1 contract
User Subscriptions. 4.1. Subject to the Customer paying the Project Fees purchasing the User Subscriptions in accordance with the Payment Terms and clause 11, the restrictions set out in this clause 4 and the other terms and conditions of the Agreement, Plotbox hereby 5.1 The Supplier grants to the Customer Client a non-exclusive, non-transferable right to permit any individual named to the Supplier by the Client as a user of the Third Party Services and/or Subscription Services (the “Authorised Users User”) to use the Third Party Services and (as defined in Clause 16.1) and/or Microsoft of other third party services provided under the Documentation Customer Agreement, Licence Agreement or as otherwise agreed between the Parties (the “Subscription Services”) (as applicable) during the Subscription Term solely for thethe Client's internal business operations.
4.2. 5.2 Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration of the Agreement or the applicable Statement of Work (as the case may be) unless and until terminated in compliance with the Agreement.
5.3 In relation to the Authorised Users, the Customer Client 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, as specified in the Commercial Terms; (b) it will not allow or suffer any user subscriptions purchased by the Client pursuant to a Statement of Work (“User Subscription Subscription”) to be used by more than one individual named 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 Third Party Services and/or Documentation; Subscription Services;
(c) each Authorised User shall only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (db) each Authorised User shall keep a secure password or other biometric authentication for his their use of the Third Party Services and Documentation, that such password shall be changed no less frequently than monthly and/or Subscription Services (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotboxas the case may be) and that each Authorised User shall keep his their password confidential; ;
(ec) it shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox the Supplier within 5 five (5) Business Days of Plotboxthe Supplier’s written request at any from time or times; to time;
(fd) it shall permit Plotbox the Supplier to audit the Client’s use of the Third Party Services in order to establish the name and password of Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at Plotboxthe Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the CustomerClient's normal conduct of business; ;
(ge) if any of the audits referred to in clause 4.2(fClause 5.3(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotboxthe Supplier's other rights, the Customer Client shall promptly disable such passwords and Plotbox the Supplier shall not issue any new passwords to any such individual; and and
(hf) if any of the audits referred to in clause 4.2(fClause 5.3(d) reveal that the Customer Client has underpaid Subscription Fees to Plotboxthe Supplier and/or individuals are using the Third Party Services who are not Authorised Users, then without prejudice to Plotbox’s the Supplier's other rights, the Customer Client shall pay to Plotbox the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms within 10 ten (10) Business Days of the date of the relevant auditaudit or upon request by the Supplier, promptly disable access to such individuals.
4.3. 5.4 The Customer shall not accessClient may, store, distribute or transmit any Viruses, or any material from time to time during the course of its use of the Services that: Term:
(a) subject to the NCE Subscription Terms and the Statement of Work, request that the User Subscriptions are increased but the Client is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; not permitted to decrease below the minimum users as provisioned from time to time (“Minimum Users”);
(b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on racerequest for more Authorised Users at any point in excess of the User Subscriptions, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox reserves by giving the right, without liability or prejudice to its other rights Supplier written notice subject to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.following:
4.4. 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) The Supplier shall evaluate the Client's request for additional User Subscriptions and except to grant or refuse the extent expressly permitted under the 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 request (as applicable) in any form or media or by any means; or its sole discretion).
(ii) attempt If the Supplier approves the Client’s request to reverse compilepurchase additional User Subscriptions, disassemblethe Client shall, reverse engineer or otherwise reduce to human-perceivable form all or any part within thirty (30) days of the Software; or (b) access all or any part date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such additional User Subscriptions at the relevant price at the time of the request and, if such additional User Subscriptions are purchased by the Client part way through the Term, such fees shall be pro-rated for the remainder of the Term.
5.5 Unless otherwise set out in the Statement of Work, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 5 over the previous twelve (12) months or as otherwise agreed between the Parties.
5.6 Termination of the licences under the Subscription Services and Documentation in order to build a product will not affect any other Services provided under the applicable Statement of Work or service which competes with this Agreement.
5.7 Where the Services and/or include the Documentation; or (c) use the Services and/or
4.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use ofsupply of NCE Subscription Services, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify PlotboxNCE Subscription Terms apply.
4.6. The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customer.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 4.18.1. Subject In consideration of the Fee paid by the Client to the Customer paying Supplier in respect of the Project Fees purchasing Subscriptions Services, and subject to the User Subscriptions in accordance with the Payment Terms and clause 11, the restrictions set restriction sets out in this clause 4 Clause 8 and the other terms and conditions of the this Agreement, Plotbox hereby the Supplier grants to the Customer Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and the Documentation and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Statement of Work) solely in object code form and for the Client's internal business operations.
8.2. Once an order for Subscription Term solely Services has been accepted by the Supplier, Subscription Services shall continue for thethe duration set out in the applicable Statement of Work unless and until terminated in compliance with the Agreement.
4.28.3. In relation to the Authorised Users, the Customer Client undertakes that: :
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and the Documentation and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time, as specified in the Commercial Terms; ;
(b) it will not allow or suffer any User Subscription to be used by more than one individual named 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 Third Party Services and/or Documentation; Subscription Services;
(c) each Authorised User shall only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) each Authorised User shall keep a secure password or other biometric authentication for his their use of the Third Party Services and Documentation, that such password shall be changed no less frequently than monthly and/or Subscription Services (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotboxas the case may be) and that each Authorised User shall keep his their password confidential; ;
(ed) it shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox the Supplier within 5 five (5) Business Days of Plotboxthe Supplier’s written request at any from time or times; to time;
(fe) it shall permit Plotbox the Supplier to audit the Client’s use of the Third Party Services in order to establish the name and password of Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at Plotboxthe Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the CustomerClient's normal conduct of business; ;
(gf) if any of the audits referred to in clause 4.2(fClause 8.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Plotboxthe Supplier's other rights, the Customer Client shall promptly disable such passwords and Plotbox the Supplier shall not issue any new passwords to any such individual; and and
(hg) if any of the audits referred to in clause 4.2(fClause 8.3(e) reveal that the Customer Client has underpaid Subscription Fees to Plotboxthe Supplier and/or individuals are using the Third Party Services who are not Authorised Users, then without prejudice to Plotbox’s the Supplier's other rights, the Customer Client shall pay to Plotbox the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms within 10 ten (10) Business Days of the date of the relevant auditaudit or upon request by the Supplier, promptly disable access to such individuals.
4.38.4. Unless otherwise set out in the Statement of Work, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 8 over the previous twelve (12) months or as otherwise agreed between the Parties.
8.5. The Customer relevant Statement of Work shall specify whether or not access, store, distribute or transmit any Viruses, or any material the Client is permitted to adjust the number of Minimum Users purchased during the course of its use of Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Plotbox 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 clauseClient.
4.4. 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 the 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
4.5. 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 Plotbox.
4.68.6. The rights provided under this clause 4 Clause 13.18 are granted to the Customer Client only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer Client unless otherwise agreed in a Statement of Work.
8.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Statement of Work or other entity connected to the Customerthis Agreement.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 4.1. 2.1 Subject to the Customer paying the Project Fees purchasing the User Subscriptions in accordance with the Payment Terms clause 3.3 and clause 119.1, the restrictions set out in this clause 4 2 and the other terms and conditions of the Agreementthis agreement, Plotbox Yotta 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 Services and the Documentation during the Subscription Term solely for thethe Customer's internal business operations.
4.2. 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 of User Subscriptions it has purchased from time to time, as specified in the Commercial Terms; (b) ;
2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual named 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 only be entitled to access and use the Services for the purposes and according to the level of access applicable to the category of Authorised User specified in the Tender; (d) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly (which, unless otherwise agreed by Plotbox, will initially be set up by or on behalf of Plotbox) and that each Authorised User shall keep his password confidential; (e) ;
2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to Plotbox Yotta within 5 Business Days of Plotbox’s ▇▇▇▇▇'s written request at any time or times; (f) ;
2.2.4 it shall permit Plotbox Yotta 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 Plotbox▇▇▇▇▇'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; (g) ;
2.2.5 if any of the audits referred to in clause 4.2(f) 2.2.4 reveal that any password person other than an Authorised User has been provided permitted to any individual who is not an Authorised Useraccess and use the Services, then without prejudice to PlotboxYotta's other rights, the Customer shall promptly disable ensure that such passwords person ceases to access and Plotbox shall not issue any new passwords to any such individualuse the Services; and (h) and
2.2.6 if any of the audits referred to in clause 4.2(f) 2.2.4 reveal that the Customer has underpaid Subscription Fees to PlotboxYotta, then without prejudice to Plotbox’s ▇▇▇▇▇'s other rights, the Customer shall pay to Plotbox Yotta an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms Schedule 1 or relevant Ordering Documents within 10 Business Days of the date of the relevant audit.
4.3. 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) :
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) ;
2.3.2 facilitates illegal activity; (c) ;
2.3.3 depicts sexually explicit images; (d) ;
2.3.4 promotes unlawful violence; (e) ;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that or
2.3.6 is otherwise illegal or causes damage or injury to any person or property; and Plotbox Yotta 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.
4.4. 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 the Agreement, this agreement:
(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 and/or Documentation (as applicable) in any form or media or by any means; or or
(iib) 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 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/orand/or Documentation to provide services to third parties;
4.5. 2.4.4 subject to clause 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
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.
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 PlotboxYotta.
4.6. 2.6 The rights provided under this clause 4 2 are granted to the Customer only, and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer or other entity connected to the Customer.
Appears in 1 contract
Sources: Software as a Service Agreement