Common use of Access to the Software Clause in Contracts

Access to the Software. 3.1 In consideration of the Licence Fees, Activ8 Intelligence grants to the Customer, from and including the Commencement Date, a non-exclusive, non-transferable, revocable right to permit Authorised Users to use the Services during the Licence Term only for the Customer’s internal business operation subject to this agreement. 3.2 The Customer shall use its best endeavours not to access, store, distribute or transmit any Viruses, nor access, store, distribute or transmit any material during the course of its use of the Services that is unlawful or that facilitates or promotes unlawful conduct or activity including material that is harmful, threatening, defamatory, obscene, sexually explicit, harassing, intimidating, or that causes or may cause damage or injury to any person or property. Activ8 Intelligence reserves the right, without liability or prejudice to its other rights and obligations, to disable the Customer’s access to any material that breaches the provisions of this clause. 3.3 The Customer shall not: a) except as may be allowed by any applicable law that is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form, all or any part of the Software; or b) access all or any part of the Services in order to build or assist in any way with the building of a product or service which competes with and/or is similar to the Services; or c) use the Services to provide services to third parties; or d) subject to clause 19.1 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or any part of them available to any third party except the Authorised Users; or e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 3. 3.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify Activ8 Intelligence of such access and the circumstances relating to such access. 3.5 The Customer shall be responsible for the set-up of and maintenance of User Permissions.

Access to the Software. 3.1 In consideration of the Licence Fees, Activ8 Intelligence grants to the Customer, from and including the Commencement Go Live Sign Off Date, a non-exclusive, non-transferable, revocable right to permit Authorised Users to use the Services during the Licence Term only for the Customer’s internal business operation subject to this agreement. 3.2 The Customer shall use its best endeavours not to access, store, distribute or transmit any Viruses, nor access, store, distribute or transmit any material during the course of its use of the Services that is unlawful or that facilitates or promotes unlawful conduct or activity including material that is harmful, threatening, defamatory, obscene, sexually explicit, harassing, intimidating, or that causes or may cause damage or injury to any person or property. Activ8 Intelligence reserves the right, without liability or prejudice to its other rights and obligations, to disable the Customer’s access to any material that breaches the provisions of this clause. 3.3 The Customer shall not: a) except as may be allowed by any applicable law that is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form, all or any part of the Software; or b) access all or any part of the Services in order to build or assist in any way with the building of a product or service which competes with and/or is similar to the Services; or c) use the Services to provide services to third parties; or d) subject to clause 19.1 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or any part of them available to any third party except the Authorised Users; or e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 3. 3.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify Activ8 Intelligence of such access and the circumstances relating to such access. 3.5 The Customer shall be responsible for the set-up of and maintenance of User Permissions.