Common use of Restrictions and Representations Clause in Contracts

Restrictions and Representations. Except as expressly authorized in this Agreement, Customer will not, and shall ensure that Authorized Users and Clients do not, directly or indirectly: (i) resell, transfer or broker the Reports except as expressly set forth herein in Section 2.1 or Section 2.2; (ii) allow the publication of the Reports or allow the Reports to be displayed publicly within the meaning of the United States Copyright Act except as expressly permitted by Section 2.2; (iii) commingle, merge or append any Reports or information contained therein with any separate file or data bank without the prior written consent of Vertical IQ unless such activity is in the normal course of business such as internal documents or files; (iv) modify, reverse engineer, disassemble or decompile the Reports or the Vertical IQ Technology, or attempt to determine any portion of the source code or any trade secrets with respect to the Reports or the Vertical IQ Technology, or prepare derivative works based on the Reports or the Vertical IQ Technology; (v) sublicense or subcontract the right to reproduce the Reports or the Vertical IQ Technology; (vi) remove, obscure, or alter any notice of copyright, trademark, or other Proprietary Right appearing in or on any item included with the Reports or the Vertical IQ Technology; (vii) circumvent or attempt to circumvent any methods employed by Vertical IQ to control access to the components, features or functions of the Reports or the Vertical IQ Technology, or to prevent unauthorized use of the Reports or the Vertical IQ Technology; (viii) use the Reports or the Vertical IQ Technology in any commercially hosted or service bureau environment; (ix) use or authorize or permit any third party to use any “robot,” “spider” or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor, copy, scrape, or reverse engineer any of the web pages, data or content found on the Portal;

Restrictions and Representations. Except as expressly authorized in this Agreement, Customer will not, and shall ensure that Authorized Users and Clients do not, directly or indirectly: (i) resell, transfer or broker the Reports except as expressly set forth herein in Section 2.1 or Section 2.22.1; (ii) allow the publication of the Reports or allow the Reports to be displayed publicly within the meaning of the United States Copyright Act except as expressly permitted by Section 2.2Act; (iii) commingle, merge or append any Reports or information contained therein with any separate file or data bank without the prior written consent of Vertical IQ unless such activity is in the normal course of business such as internal documents or files; (iv) modify, reverse engineer, disassemble or decompile the Reports or the Vertical IQ Technology, or attempt to determine any portion of the source code or any trade secrets with respect to the Reports or the Vertical IQ Technology, or prepare derivative works based on the Reports or the Vertical IQ Technology; (v) sublicense or subcontract the right to reproduce the Reports or the Vertical IQ Technology; (vi) remove, obscure, or alter any notice of copyright, trademark, or other Proprietary Right appearing in or on any item included with the Reports or the Vertical IQ Technology; (vii) circumvent or attempt to circumvent any methods employed by Vertical IQ to control access to the components, features or functions of the Reports or the Vertical IQ Technology, or to prevent unauthorized use of the Reports or the Vertical IQ Technology; (viii) use the Reports or the Vertical IQ Technology in any commercially hosted or service bureau environment; (ix) use or authorize or permit any third party to use any “robot,” “spider” or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor, copy, scrape, copy or reverse engineer any of the web pages, data or content found on the Portal;; (x) utilize any software, application, or algorithm, whether integrated in a browser or otherwise, that modifies or adds content to the layout, design, or content of the Portal; (xi) transfer any web pages, data or content, found on the Portal to any other computer, server, website, or other medium for mass distribution or for any use other than as expressly permitted hereunder; or (xii) use any device, software or routine that interferes or attempts to interfere with the normal operation of the Portal or take any action that imposes an unreasonable or disproportionate burden or load on the infrastructure of the Portal. The Reports shall at all times identify Vertical IQ as the source of the Reports. Customer may not use the Reports or any data contained therein to create, develop or enhance a competing product or service. Notwithstanding the foregoing, Customer may, through its License Administrator, modify and create derivative works of the User-Modifiable Components, solely for the Customer’s internal use.