Authorised Users 2.1 Subject to the Customer purchasing and using the Services in accordance with and subject to the terms and conditions of this Agreement, Boomerang 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 Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 it will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.2.2 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 and that each Authorised User shall keep his password confidential;
2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Boomerang shall in any event have the right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, at Boomerang'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;
2.2.6 if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Boomerang's other rights, the Customer shall promptly disable such passwords and Boomerang shall not issue any new passwords to any such individual; and
2.2.7 if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, the Customer shall pay to Boomerang an amount equal to such underpayment as calculated in accordance with the prices set out in the Customer’s UI within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any material, information, documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
2.3.1 is used in any way for, in relation to and/or in connection with emergency services (including 999 and 112 calls and/or where there could be a risk of personal injury or death) except to the extent that such use is expressly and specifically agreed by Boomerang in writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
2.4.1 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) in any form or media or by any means;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, 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; and/or
2.4.6 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
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.
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 Boomerang.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Inventions Retained and Licensed I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.