Access to the Services. 2.1 Subject to the restrictions set out in this clause 2 and the other provisions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-sublicensable, non-transferable right to permit the Customer, members of the Customer's Group and the Employees to use the Website and the Services during the term of this Agreement. 2.2 The Supplier does not warrant that the Customer’s use of the Website will be uninterrupted or error- free. 2.3 The Supplier shall not be liable for any Losses arising directly or indirectly from any Employee’s failure to keep a secure password for their use of the Website. 2.4 The Customer shall not (and shall ensure that the Employees and members of the Customer’s Group shall not): 2.4.1 store, transmit or distribute any Malware through the Website or otherwise when receiving the Services; and 2.4.2 access, store, distribute or transmit any material during the course of its use of the Website 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 age, race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. 2.5 The Customer shall not (and shall ensure that the Employees and members of the Customer’s Group shall not): 2.5.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (a) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or the Website (as applicable) in any form or media or by any means; or (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software and/or the Website; or 2.5.2 access or use all or any part of the Website in order to build a product or service which competes with the Website and/or the Services whether for its own use or use by third parties; or 2.5.3 access or use all or part of the Website to provide services to third parties (other than members of the Customer’s Group and the Employees as permitted by this Agreement); or 2.5.4 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website available to any third party other than members of the Customer’s Group and the Employees as permitted by this Agreement; or 2.5.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or the Website, other than as provided under this clause 2. 2.6 Without limiting the terms of clause 2.5, the Customer shall not at any time or in any circumstances (including on the termination of this Agreement) permit access to the Website or the Software or the Services to any alternative supplier or potential alternative supplier of the Services or any services similar to the Services. 2.7 The Customer shall use all commercially reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Website and, in the event of any such unauthorised access or use, promptly notify the Supplier in writing. 2.8 The Customer shall install and maintain throughout the term of this Agreement the latest version of anti-Malware software available from an industry accepted anti-Malware software vendor in respect of the Customer’s network and information systems. 2.9 The Supplier accepts no responsibility for retaining information on behalf of the Customer and the Customer should ensure it has kept adequate back-ups of information it provides the Supplier with and/or which is entered into the Website. 2.10 The Supplier shall be under no obligation to provide any services under the terms of this Agreement other than the Services. 2.11 The Customer shall, at all times, remain responsible for the actions and omissions of the Employees and members of the Customer’s Group.
Appears in 2 contracts
Sources: Supplier Agreement, Supplier Agreement
Access to the Services. 2.1 Subject to the restrictions set out Customer paying the Subscription Fees in this clause 2 and the other provisions of accordance with this Agreement, the Supplier Sylvera hereby grants to the Customer Customer:
2.1.1 a non-exclusive, non-sublicensabletransferable, non-transferable sublicensable right to permit the CustomerAuthorised Users to access the Services; and
2.1.2 a non-exclusive, members non-transferable, non-sublicensable right and licence to reproduce and create derivative works of certain Sylvera Data as reasonably necessary to facilitate the Purpose (each as specified in the Data Sharing Terms by reference to the Data Sharing Entitlement in the Order Form), each for the duration of the Customer's Group Term and the Employees to use the Website and the Services during the term of strictly in accordance with this Agreement.
2.2 The Supplier does not warrant that the Customer’s use of the Website will be uninterrupted or error- free.
2.3 The Supplier shall not be liable for any Losses arising directly or indirectly from any Employee’s failure to keep a secure password for their use of the Website.
2.4 The Customer shall not (and shall ensure that the Employees and members of the Customer’s Group shall not):
2.4.1 store, transmit or distribute any Malware through the Website or otherwise when receiving the Services; and
2.4.2 access, store, distribute or transmit any material during the course of its use of the Website 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 age, race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.5 The Customer shall not (and shall ensure that the Employees and members of the Customer’s Group shall not):
2.5.1 except Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) , and except to the extent expressly permitted under this Agreement, the Customer shall not, and shall not attempt to to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software Software, Services and/or the Website (as applicable) Sylvera Data in any form or media or by any means; or
(b) or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, Services, and/or Sylvera Data.
2.3 The Customer shall not access, store, distribute or transmit any Viruses or any material during the course of its use of the Software and/or that is unlawful, harmful, infringing, or which facilitates illegal activity or causes damage or injury to any person or property.
2.4 Subject to Clause 2.1.2, the Website; or
2.5.2 Customer shall not, and shall not attempt to: (i) access or use all or any part of the Website Services in order to build a product or service which competes with the Website and/or Services; (ii) make the Services whether for its own use or use by third parties; or
2.5.3 access or use all or part of the Website to provide services to third parties (other than members of the Customer’s Group and the Employees as permitted by this Agreement); or
2.5.4 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website available to any third party other than members of the Customer’s Group and the Employees as permitted by this Agreementexcept to Authorised Users; or
2.5.5 (iii) attempt to obtain, or assist third parties in obtaining, access to the Services; (iv) use any part of the Services and/or in connection with reporting required under any financial instrument or pursuant to any regulatory obligation; (v) redistribute or reproduce the WebsiteSylvera Data to third parties; or (vi) input any Sylvera Data into any artificial intelligence system, other than and shall only use the Sylvera Data in accordance with the terms and conditions of this Agreement.
2.5 With respect to Clause 2.1.2, Customer undertakes that it shall comply with the following conditions:
2.5.1 Sylvera is prominently displayed as the source of the Sylvera Data wherever technically and commercially feasible;
2.5.2 any disclaimer provided by Sylvera to Customer is shared with third parties receiving access to Sylvera Data and updated upon request from Sylvera;
2.5.3 Customer shall notify Sylvera if it becomes aware of any unauthorised use of any Sylvera Data and promptly take all reasonable steps to prevent further breach and secure an appropriate remedy including suspending the delivery of any services to the third party upon ▇▇▇▇▇▇▇’▇ reasonable request;
2.5.4 Customer shall not do anything which may damage the reputation of Sylvera or the Sylvera Data; and
2.5.5 if Customer is permitted under this clause 2its Data Sharing Entitlement to redistribute Sylvera Data to third parties, any agreement or arrangement with a third party receiving Sylvera Data from it provides:
2.5.5.1 that the Sylvera Data shall be used for internal business purposes only;
2.5.5.2 that the third party may not (i) redistribute the Sylvera Data (wholly or in part) save where expressly permitted by its Data Sharing Entitlement; or (ii) remove any trade marks or identifiers associated with the Sylvera Data;
2.5.5.3 that the third party is bound by any legends, disclaimers, and notices appearing from time to time in connection with the Sylvera Data;
2.5.5.4 that the third party acknowledges ▇▇▇▇▇▇▇’▇ Intellectual Property Rights;
2.5.5.5 that the Customer may suspend or terminate services to the third party immediately on breach of any of the above provisions and for any material breach by the third party of any provision of the agreement or arrangement with it; and
2.5.5.6 that the third party may not (except to the extent permitted by law) copy, decompile, reverse engineer or create derivative works from the Sylvera Data.
2.6 Without limiting prejudice to ▇▇▇▇▇▇▇’▇ other rights, if ▇▇▇▇▇▇▇ knows or has reasonable grounds to suspect that the terms Customer is acting in breach of clause Clauses 2.2, 2.3, 2.4 or 2.5, Sylvera may immediately suspend the Customer shall not at any time or in any circumstances (including on the termination of this Agreement) permit Customer’s and all Authorised Users’ access to the Website or the Software or the Services to any alternative supplier or potential alternative supplier of the Services or any services similar to the Servicesin accordance with Clause 11.4.
2.7 The Customer shall use all commercially take reasonable endeavours steps to prevent any unauthorised access to, or use of, the Services Software and the Website Services and, in the event of any such unauthorised access or use, promptly notify Sylvera. Customer shall take reasonable steps to ensure that each Authorised User shall: (i) keep a secure username and password for their use of the Supplier Services; and (ii) not share such access credentials internally or with third parties in writingaccordance with Clause 2.4, and keep such access credentials confidential.
2.8 The Customer shall install and maintain throughout the term of rights provided under this Agreement are granted to the latest version of anti-Malware software available from an industry accepted anti-Malware software vendor in respect Customer only, and shall not be considered granted to any Affiliate of the Customer’s network and information systems.
2.9 The Supplier accepts no responsibility for retaining Customer acknowledges that certain data and information on behalf of made available through the Customer Software and the Services may have been provided to Sylvera by third party providers (each a “Third Party Provider”) and such Third Party Providers have proprietary rights with respect to such data. The use and availability of such data and information is subject to arrangements between Sylvera and such Third Party Providers, and any limitations and restrictions that may be displayed or contained in the Software and/or the Services. Customer should ensure it has kept adequate back-ups agrees to comply with any restriction or condition imposed by Third Party Providers relating to the Software and/or the Services as notified by Sylvera or such Third Party Providers. As part of information it provides such compliance, Customer may be required to enter into a separate agreement with Sylvera or a Third Party Provider in order to receive or to continue to receive such data. Third Party Provider restrictions may be provided on the Supplier with Website and/or which is entered into supplied within the WebsiteSoftware and/or the Services or directly by a Third Party Provider.
2.10 The Supplier Customer acknowledges that Sylvera is an independent ratings and data provider that endeavours to maintain robust governance protocols and processes, including its Code of Conduct. Customer shall be under no obligation refrain from taking any steps or actions that are intended to provide any services under encourage, or have the terms effect of this Agreement other than the Servicesencouraging, Sylvera to deviate from its Code of Conduct.
2.11 The If the Order Form specifies that the Customer shallshall have access to any Services referred to in the Additional Product Terms, at all times, remain responsible for the actions Additional Product Terms shall apply and omissions form part of the Employees and members of the Customer’s Groupthis Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Access to the Services. 2.1 Subject to the restrictions set out Customer paying the Subscription Fees in this clause 2 and the other provisions of accordance with this Agreement, the Supplier Sylvera hereby grants to the Customer a non-exclusive, non-sublicensabletransferable, non-transferable sub licensable right to permit the Customer, members of the Customer's Group Authorised Users to access and the Employees to use the Website and the Services during the term of Term in accordance with this Agreement.
2.2 The Supplier does not warrant that the Customer’s use of the Website will be uninterrupted or error- free.
2.3 The Supplier shall not be liable for any Losses arising directly or indirectly from any Employee’s failure to keep a secure password for their use of the Website.
2.4 The Customer shall not (and shall ensure that the Employees and members of the Customer’s Group shall not):
2.4.1 store, transmit or distribute any Malware through the Website or otherwise when receiving the Services; and
2.4.2 access, store, distribute or transmit any material during the course of its use of the Website 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 age, race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.5 The Customer shall not (and shall ensure that the Employees and members of the Customer’s Group shall not):
2.5.1 except Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) , and except to the extent expressly permitted under this Agreement, the Customer shall not, and shall not attempt to 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 the Website (as applicable) in any form or media or by any means; or
(b) or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, Services, and/or Sylvera Data.
2.3 The Customer shall not access, store, distribute or transmit any Viruses or any material during the course of its use of the Software and/or that is unlawful, harmful, infringing, or which facilitates illegal activity or causes damage or injury to any person or property.
2.4 Subject to Clause 2.5, the Website; or
2.5.2 Customer shall not, and shall not attempt to: (i) access or use all or any part of the Website Services in order to build a product or service which competes with the Website and/or Services; (ii) make the Services whether for its own use or use by third parties; or
2.5.3 access or use all or part of the Website to provide services to third parties (other than members of the Customer’s Group and the Employees as permitted by this Agreement); or
2.5.4 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website available to any third party other than members of the Customer’s Group and the Employees as permitted by this Agreementexcept to Authorised Users; or
2.5.5 (iii) attempt to obtain, or assist third parties in obtaining, access to the Services; (iv) use any part of the Services and/or in connection with reporting required under any financial instrument or pursuant to any regulatory obligation; or (v) redistribute or reproduce the WebsiteSylvera Data to third parties, and shall only use the Sylvera Data in accordance with the terms and conditions of this Agreement.
2.5 Notwithstanding Clause 2.4, the Customer may redistribute the Sylvera Data strictly in accordance with the Acceptable Sharing Policy, which Customer hereby agrees to comply with at all times. Customer acknowledges and agrees that a breach by Customer of the Acceptable Sharing Policy may result in immediate and irreparable harm to Sylvera, for which there may be no adequate remedy at law. Without prejudice to any other than as provided under this clause 2rights and remedies it may have, Sylvera will be entitled to seek equitable relief to compel Customer to cease and desist any breach of the Acceptable Sharing Policy.
2.6 Without limiting prejudice to ▇▇▇▇▇▇▇’▇ other rights, if Sylvera knows or has reasonable grounds to suspect that the terms Customer is acting in breach of clause Clauses 2.2, 2.3, 2.4 or 2.5, Sylvera may immediately suspend the Customer shall not at any time or in any circumstances (including on the termination of this Agreement) permit Customer’s and all Authorised Users’ access to the Website or the Software or the Services to any alternative supplier or potential alternative supplier of the Services or any services similar to the Servicesin accordance with Clause 11.4.
2.7 The Customer shall use all commercially take reasonable endeavours steps to prevent any unauthorised access to, or use of, the Services Software and the Website Services and, in the event of any such unauthorised access or use, promptly notify Sylvera. Customer shall take reasonable steps to ensure that each Authorised User shall: (i) keep a secure username and password for their use of the Supplier Services; and (ii) not share such access credentials internally or with third parties in writingaccordance with Clause 2.4, and keep such access credentials confidential.
2.8 The rights provided under this Clause 2 are granted to the Customer only, and shall install and maintain throughout the term of this Agreement the latest version of anti-Malware software available from an industry accepted anti-Malware software vendor in respect not be considered granted to any Affiliate of the Customer’s network and information systems.
2.9 The Supplier accepts no responsibility for retaining Customer acknowledges that certain data and information on behalf of made available through the Customer Software and the Services may have been provided to Sylvera by third party providers (each a “Third Party Provider”) and such Third Party Providers have proprietary rights with respect to such data. The use and availability of such data and information is subject to arrangements between Sylvera and such Third Party Providers, and any limitations and restrictions that may be displayed or contained in the Software and/or the Services. Customer should ensure it has kept adequate back-ups agrees to comply with any restriction or condition imposed by Third Party Providers relating to the Software and/or the Services as notified by Sylvera or such Third Party Providers. As part of information it provides such compliance, Customer may be required to enter into a separate agreement with Sylvera or a Third Party Provider in order to receive or to continue to receive such data. Third Party Provider restrictions may be provided on the Supplier with Website and/or which is entered into supplied within the WebsiteSoftware and/or the Services or directly by a Third Party Provider.
2.10 The Supplier shall If Customer has access to Analytics, raw data relating to company or corporate group-level emissions targets, performance and data may only be under no obligation used by Customer for internal company research; for internal portfolio and fund analysis; for engagement with the company to provide any services under which the terms of this Agreement other than the Servicesdata relates; to inform investment decisions; to fulfil reporting requirements to regulators; and to fulfil Science-based Targets submission requirements.
2.11 The Customer shall, at all times, remain responsible for the actions and omissions of the Employees and members of the Customer’s Group.
Appears in 1 contract
Sources: Subscription Agreement
Access to the Services. 2.1 Subject to the restrictions set out Customer paying the Subscription Fees in this clause 2 and the other provisions of accordance with this Agreement, the Supplier Sylvera hereby grants to the Customer Customer:
2.1.1 a non-exclusive, non-sublicensabletransferable, non-transferable sublicensable right to permit the CustomerAuthorised Users to access the Services; and
2.1.2 a non-exclusive, members non-transferable, non-sublicensable right and licence to reproduce and create derivative works of certain Sylvera Data as reasonably necessary to facilitate the Purpose (each as specified by reference to the Data Sharing Entitlement in the Order Form), each for the duration of the Customer's Group Term and the Employees to use the Website and the Services during the term of strictly in accordance with this Agreement.
2.2 The Supplier does not warrant that the Customer’s use of the Website will be uninterrupted or error- free.
2.3 The Supplier shall not be liable for any Losses arising directly or indirectly from any Employee’s failure to keep a secure password for their use of the Website.
2.4 The Customer shall not (and shall ensure that the Employees and members of the Customer’s Group shall not):
2.4.1 store, transmit or distribute any Malware through the Website or otherwise when receiving the Services; and
2.4.2 access, store, distribute or transmit any material during the course of its use of the Website 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 age, race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.5 The Customer shall not (and shall ensure that the Employees and members of the Customer’s Group shall not):
2.5.1 except Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) , and except to the extent expressly permitted under this Agreement, the Customer shall not, and shall not attempt to to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software Software, Services and/or the Website (as applicable) Sylvera Data in any form or media or by any means; or
(b) or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, Services, and/or Sylvera Data.
2.3 The Customer shall not access, store, distribute or transmit any Viruses or any material during the course of its use of the Software and/or that is unlawful, harmful, infringing, or which facilitates illegal activity or causes damage or injury to any person or property.
2.4 Subject to Clause 2.1.2, the Website; or
2.5.2 Customer shall not, and shall not attempt to: (i) access or use all or any part of the Website Services in order to build a product or service which competes with the Website and/or Services; (ii) make the Services whether for its own use or use by third parties; or
2.5.3 access or use all or part of the Website to provide services to third parties (other than members of the Customer’s Group and the Employees as permitted by this Agreement); or
2.5.4 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website available to any third party other than members of the Customer’s Group and the Employees as permitted by this Agreementexcept to Authorised Users; or
2.5.5 (iii) attempt to obtain, or assist third parties in obtaining, access to the Services; (iv) use any part of the Services and/or in connection with reporting required under any financial instrument or pursuant to any regulatory obligation; (v) redistribute or reproduce the WebsiteSylvera Data to third parties; or (vi) input any Sylvera Data into any artificial intelligence system, other than and shall only use the Sylvera Data in accordance with the terms and conditions of this Agreement.
2.5 With respect to Clause 2.1.2, Customer undertakes that it shall comply with the following conditions:
2.5.1 Sylvera is prominently displayed as the source of the Sylvera Data wherever technically and commercially feasible;
2.5.2 any disclaimer provided by Sylvera to Customer is shared with third parties receiving access to Sylvera Data and updated upon request from Sylvera;
2.5.3 Customer shall notify Sylvera if it becomes aware of any unauthorised use of any Sylvera Data and promptly take all reasonable steps to prevent further breach and secure an appropriate remedy including suspending the delivery of any services to the third party upon ▇▇▇▇▇▇▇’▇ reasonable request;
2.5.4 Customer shall not do anything which may damage the reputation of Sylvera or the Sylvera Data; and
2.5.5 if Customer is permitted under this clause 2its Data Sharing Entitlement to redistribute Sylvera Data to third parties, any agreement or arrangement with a third party receiving Sylvera Data from it provides:
2.5.5.1 that the Sylvera Data shall be used for internal business purposes only;
2.5.5.2 that the third party may not (i) redistribute the Sylvera Data (wholly or in part) save where expressly permitted by its Data Sharing Entitlement; or (ii) remove any trade marks or identifiers associated with the Sylvera Data;
2.5.5.3 that the third party is bound by any legends, disclaimers, and notices appearing from time to time in connection with the Sylvera Data;
2.5.5.4 that the third party acknowledges ▇▇▇▇▇▇▇’▇ Intellectual Property Rights;
2.5.5.5 that the Customer may suspend or terminate services to the third party immediately on breach of any of the above provisions and for any material breach by the third party of any provision of the agreement or arrangement with it; and
2.5.5.6 that the third party may not (except to the extent permitted by law) copy, decompile, reverse engineer or create derivative works from the Sylvera Data.
2.6 Without limiting prejudice to ▇▇▇▇▇▇▇’▇ other rights, if ▇▇▇▇▇▇▇ knows or has reasonable grounds to suspect that the terms Customer is acting in breach of clause Clauses 2.2, 2.3, 2.4 or 2.5, Sylvera may immediately suspend the Customer shall not at any time or in any circumstances (including on the termination of this Agreement) permit Customer’s and all Authorised Users’ access to the Website or the Software or the Services to any alternative supplier or potential alternative supplier of the Services or any services similar to the Servicesin accordance with Clause 11.4.
2.7 The Customer shall use all commercially take reasonable endeavours steps to prevent any unauthorised access to, or use of, the Services Software and the Website Services and, in the event of any such unauthorised access or use, promptly notify Sylvera. Customer shall take reasonable steps to ensure that each Authorised User shall: (i) keep a secure username and password for their use of the Supplier Services; and (ii) not share such access credentials internally or with third parties in writingaccordance with Clause 2.4, and keep such access credentials confidential.
2.8 The Customer shall install and maintain throughout the term of rights provided under this Agreement are granted to the latest version of anti-Malware software available from an industry accepted anti-Malware software vendor in respect Customer only, and shall not be considered granted to any Affiliate of the Customer’s network and information systems.
2.9 The Supplier accepts no responsibility for retaining Customer acknowledges that certain data and information on behalf of made available through the Customer Software and the Services may have been provided to Sylvera by third party providers (each a “Third Party Provider”) and such Third Party Providers have proprietary rights with respect to such data. The use and availability of such data and information is subject to arrangements between Sylvera and such Third Party Providers, and any limitations and restrictions that may be displayed or contained in the Software and/or the Services. Customer should ensure it has kept adequate back-ups agrees to comply with any restriction or condition imposed by Third Party Providers relating to the Software and/or the Services as notified by Sylvera or such Third Party Providers. As part of information it provides such compliance, Customer may be required to enter into a separate agreement with Sylvera or a Third Party Provider in order to receive or to continue to receive such data. Third Party Provider restrictions may be provided on the Supplier with Website and/or which is entered into supplied within the WebsiteSoftware and/or the Services or directly by a Third Party Provider.
2.10 The Supplier Customer acknowledges that Sylvera is an independent ratings and data provider that endeavours to maintain robust governance protocols and processes, including its Code of Conduct. Customer shall be under no obligation refrain from taking any steps or actions that are intended to provide any services under encourage, or have the terms effect of this Agreement other than the Servicesencouraging, Sylvera to deviate from its Code of Conduct.
2.11 The If the Order Form specifies that the Customer shallshall have access to any Services referred to in the Additional Product Terms, at all times, remain responsible for the actions Additional Product Terms shall apply and omissions form part of the Employees and members of the Customer’s Groupthis Agreement.
Appears in 1 contract
Sources: Subscription Agreement