Common use of Restrictions and Obligations Clause in Contracts

Restrictions and Obligations. City agrees (on behalf of itself and its Authorized Users), except as expressly permitted in Section 2.3 of this Agreement, not to: (a) access or use the Hosted Services or Documentation (or any portion thereof) in any way not expressly permitted under Section 2.3 hereof; (b) sell, rent, lease, sublicense, pledge, assign (except as permitted under Section 12.2) or otherwise transfer City’s rights, in whole or in part, to access and use Hosted Services or Documentation (or any portion thereof) to any third party or otherwise make the functionality of the Hosted Services available to third parties; (c) modify, adapt, translate or create derivative works based on the Hosted Services or Documentation (or any other portions thereof) in any way not expressly permitted under Section 2.3 hereof; (d) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Hosted Services or Documentation (or any portion thereof), and City agrees to reproduce all such notices, legends, symbols and labels on copies of the Documentation; (e) use the Hosted Services or Documentation to create a product or service which is similar to or competitive with any portion of the Hosted Services or other offerings of OpenCounter; (f) disclose to any third party the performance measures of the Hosted Services (or portion thereof) or benchmark tests or other comparisons of the Hosted Services (or portion thereof) with other services or software without OpenCounter’s prior written consent; or (g) permit any party who is an employee, contractor or agent of a competitor of OpenCounter to access the Hosted Services, whether as an Authorized User or in any manner. City will not permit or encourage any third party to do any of the foregoing.

Restrictions and Obligations. City In addition to any restrictions set forth above in Section 2.2, Customer agrees (on behalf of itself and itself, its Authorized UsersUsers and Authorized Third Parties), except as expressly permitted in Section 2.3 2.2 of this Agreementthe Standard Terms, not to: (a) access or use the Hosted Services or Documentation (or any portion thereof) in any way not expressly permitted under Section 2.3 2.2 hereof; (b) sell, rent, lease, sublicense, pledge, assign (except as permitted under Section 12.2) or otherwise transfer CityCustomer’s rights, in whole or in part, to access and use Hosted Services or Documentation (or any portion thereof) to any third party or otherwise make the functionality of the Hosted Services available to third parties; (c) modify, adapt, translate or create derivative works based on the Hosted Services or Documentation (or any other portions thereof) in any way not expressly permitted under Section 2.3 2.2 hereof; (d) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Hosted Services or Documentation (or any portion thereof), and City Customer agrees to reproduce all such notices, legends, symbols and labels on copies of the Services and Documentation; (e) use any portion of the Hosted Services to connect any device to any website or service, except for Devices connecting to Ayla’s designated website (*@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or successor site) and/or to the Developer Platform and Production Platform solely under the Standard Terms, unless Ayla’s prior written consent is obtained; (f) use or access the Services or Documentation in any way not in compliance with Ayla’s Policies; (g) use the Services or Documentation to create a product or service which is similar to or competitive with any portion of the Hosted Services or other offerings of OpenCounterAyla or its affiliates; or (fh) disclose to any third party the performance measures of the Hosted Services (or portion thereof) or benchmark tests or other comparisons of the Hosted Services (or portion thereof) with other services or software without OpenCounter’s prior written consent; or (g) permit any party who is an employee, contractor or agent of a competitor of OpenCounter to access the Hosted Services, whether as an Authorized User or in any mannersoftware. City Customer will not permit or encourage any third party to do any of the foregoing, except as expressly allowed pursuant to a separate agreement between Customer and Ayla. The Software licensed under the Standard Terms may contain Third Party Materials, including any software (including libraries, databases, drivers and similar components, or portions thereof) that is made available for use under a free or open source license. Customer will comply with any restrictions and obligations (in addition to those listed above in this Section 2.3) pertaining to such Third Party Materials, which restrictions are referenced at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/third-party-software, which may be updated by Ayla from time to time. With respect to Customer’s obligation to ensure that Consumers are bound by a localized version of a ▇▇▇▇ containing Consumer Terms as described in Sections 2.2.1 through 2.2.6 above, upon request by Ayla, Customer will promptly provide copies of such EULAs and other documentation or records reasonably requested by Ayla to verify Customer’s compliance with such obligations.