RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto. 2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software, Documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels. 2.3 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5), are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the Agreement and will be prohibited except to the extent expressly permitted by the terms of the Agreement. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10. 2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) Customer or Authorized Users’ violation of the terms of the Agreement; and (ii) Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data). Although Service Provider has no obligation to monitor Customer’s use of the Services, Service Provider may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreement. 2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connections, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) all uses of Customer account and Equipment with or without Customer’s knowledge or consent.
Appears in 3 contracts
Sources: Software License Agreement, Software License Agreement, Saas License Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software, Documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
2.3 Further, 3.1 Customer may not remove or export from the United States or allow the export or re-export of the Services, Software Services or anything related thereto, or any direct product information or results thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5), ) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
3.2 Customer represents, covenants, and warrants that Customer will use the AgreementServices only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defendindemnify, indemnify defend and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Company against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms foregoing, Customer Data (as defined below), breach of the Agreement; and (ii) Customer’s representations and warranties, or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)otherwise from Customer’s use of Services. Although Service Provider Company has no obligation to monitor Customer’s use of the Services, Service Provider Company may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 3.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment Equipment.
3.4 Company may register Authorized Users on the Service with unique usernames and passwords to enable Authorized Users to access the Services pursuant to this Agreement. Each username and password may only be used to access the Services during one (1) concurrent login session. Customer will ensure that each username and password issued to an Authorized User will be used only by that Authorized User. Customer is responsible for maintaining the confidentiality of all Authorized Users’ usernames and passwords, and is solely responsible for all activities that occur under these usernames. Customer agrees: (a) not to allow a third party to use Customer’s accounts, usernames or passwords at any time; and (iib) securing Customer to notify Company promptly of any actual or suspected unauthorized use of its account, usernames or passwords, or any other breach or suspected breach of this Agreement. Company reserves the right to terminate any accounts, usernames, or passwords (including that Company reasonably determines may have been used by an unauthorized third party. Authorized User accounts and their associated usernames and passwords cannot be shared or used by more than one individual Authorized User, but not limited may be reassigned from time to administrative time to a new Authorized User who is replacing a former Authorized User who has terminated employment or otherwise changed job status or function and user passwords) no longer uses the Services. Company is solely responsible for all access to and files, use of the Services by its Authorized Users and (iii) all uses access to and use of Customer account and Equipment with or without Customerthe Services through any Authorized User’s knowledge or consentaccount.
Appears in 3 contracts
Sources: Master Subscription Agreement, Master Subscription Agreement, Master Subscription Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software, Documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
2.3 Further, A. Customer may not remove or export from the United States or allow the export or re-export of the Services, Software Product or anything related thereto, or any direct product information or results thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software software and Documentation documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5), ) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of the Agreement. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) Customer or Authorized Users’ violation of the terms of the Agreement; and (ii) Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data). Although Service Provider has no obligation to monitor Customer’s use of the Services, Service Provider may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the this Agreement.
2.5 B. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the ServicesProduct, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment Equipment.
C. TWG may register Authorized Users on the Product with unique usernames and passwords to enable Authorized Users to access the Product pursuant to this Agreement. Each username and password may only be used to access the Product during one (1) login session at a time. Customer will ensure that each username and password issued to an Authorized User will be used only by that Authorized User. Customer is responsible for maintaining the confidentiality of all Authorized Users’ usernames and passwords, and is solely responsible for all activities that occur under Customer’s account. Customer agrees: (a) not to allow a third party to use Customer’s accounts, usernames or passwords at any time; and (iib) securing Customer to notify TWG promptly of any actual or suspected unauthorized use of its account, usernames or passwords, or any other breach or suspected breach of this Agreement. TWG reserves the right to terminate any accounts, usernames, or passwords (including that TWG reasonably determines may have been used by an unauthorized third party. Authorized User accounts and their associated usernames and passwords cannot be shared or used by more than one individual Authorized User, but not limited may be reassigned from time to administrative time to a new Authorized User who is replacing a former Authorized User who has terminated employment or otherwise changed job status or function and user passwords) no longer uses the Product. TWG is solely responsible for all access to and files, use of the Product by its Authorized Users and (iii) all uses access to and use of Customer account and Equipment with or without Customerthe Product through any Authorized User’s knowledge or consentaccount.
Appears in 2 contracts
Sources: Master Customer Agreement, Master Customer Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider Company or authorized within the Services); use the Services or any Software for timesharing time sharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
2.3 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation documentation are “commercial items” and according to DFAR section 252.2277014(a)(1252.227‑7014(a)(1) and (5), ) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and warrants that Customer will use the AgreementServices only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Company against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms of the Agreement; and (ii) foregoing or otherwise from Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)use of Services. Although Service Provider Company has no obligation to monitor Customer’s use of the Services, Service Provider Company may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) for all uses of Customer account and or the Equipment with or without Customer’s knowledge or consent.
Appears in 2 contracts
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
2.3 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation documentation are “commercial items” and according to DFAR section 252.2277014(a)(1252.227-7014(a)(1) and (5), ) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and warrants that Customer will use the AgreementServices only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Company against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms of the Agreement; and (ii) foregoing or otherwise from Customer’s use of Services, including any damages, losses, liabilities, settlements and expenses arising from data breach or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)loss. Although Service Provider Company has no obligation to monitor Customer’s use of the Services, Service Provider Company may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) for all uses of Customer account and or the Equipment with or without Customer’s knowledge or consent.
Appears in 2 contracts
Sources: Terms and Conditions for Services, Terms and Conditions for Services
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable lawsacknowledges that the technical design, regulations underlying code and ordinances relating to its use algorithms performed by the Cloud Services are the sole intellectual property of the Company. Furthermore, Customer agrees that nothing in this Agreement shall convey any ownership rights in any Company copyrights, trademarks, patents, and trade secrets, if any, to and arising out of the Cloud Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services Services, the Phenix or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (collectively, the “Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-third party; or remove any proprietary notices or labels.
2.3 FurtherCustomer represents, covenants, and warrants that Customer may not remove or export from will use the United States or allow Services and Software only in compliance with Company’s standard published policies then in effect (the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5Policies”), are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the Agreement this agreement, and will be prohibited except to the extent expressly permitted by the terms of the Agreementall applicable laws and regulations. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Company against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable attorneys' without limitation costs and lawyers’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms of the Agreement; and (ii) Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)foregoing. Although Service Provider Company has no obligation to monitor Customer’s use of the Software and Services, Service Provider Company may do so and may prohibit any use of the Cloud Services if and Support it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Cloud Services, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) for all uses of Customer account and or the Equipment with or without Customer’s knowledge or consent.
Appears in 2 contracts
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.3 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any applicable restrictions, laws or regulations of regulations.
2.3 Customer represents, covenants, and warrants that Customer will use the United States Department of Commerce, Services only in compliance with Company’s standard published policies then in effect (the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1Policy”) and (5), are deemed to be “commercial computer software” all applicable laws and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the Agreement and will be prohibited except to the extent expressly permitted by the terms of the Agreementregulations. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Company against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms of the Agreement; and (ii) foregoing or otherwise from Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)use of Services. Although Service Provider Company has no obligation to monitor Customer’s use of the Services, Service Provider Company may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) for all uses of Customer account and or the Equipment with or without Customer’s knowledge or consent.
Appears in 2 contracts
Sources: Terms of Service, Terms of Service
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-third party; or remove any proprietary notices or labels.
2.3 2.2 Further, Customer Client may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5), ) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Client represents, covenants, and warrants that Client will use the AgreementServices only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer Client further represents, covenants and warrants that Client shall only provide Company the names, work-provided email addresses, and personal data of its employees and service providers in accordance with applicable law. Client hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Company against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from Client’s use of Services in violation of the terms of the Agreement; Policy or applicable law and (ii) Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)regulations. Although Service Provider Company has no obligation to monitor CustomerClient’s use of the Services, Service Provider Company may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 Customer 2.4 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer Client shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Customer Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and (iii) for all uses of Customer Client account and or the Equipment with or without CustomerClient’s knowledge or consent.
2.5 If the Services being evaluated by Client include certain Company products or services that are not generally available to Company’s clients (“Beta Products”), such Beta Products are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Company may discontinue Beta Products at any time in its sole discretion and may never make them generally available.
Appears in 1 contract
Sources: Saas Services Evaluation Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (“Software”); copy, modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non- sublicensable license to use such Software during the Term only in connection with the Services.
2.3 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation documentation are “commercial items” and according to DFAR section 252.2277014(a)(1252.227-7014(a)(1) and (5), ) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and warrants that Customer will use the AgreementServices only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Company against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms of the Agreement; and (ii) foregoing or otherwise from Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)use of Services. Although Service Provider Company has no obligation to monitor Customer’s use of the Services, Service Provider Company may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connections, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) for all uses of Customer account and or the Equipment with or without Customer’s knowledge or consent.
Appears in 1 contract
Sources: Software as a Service Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (including the Software); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
2.3 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related theretoincorporated therein, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5), ) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and warrants that Customer will use the AgreementServices only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Company against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms of the Agreement; and (ii) Customer’s foregoing or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data). Although Service Provider has no obligation to monitor otherwise from Customer’s use of the Services, Service Provider may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreement.
2.5 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) for all uses of Customer account and or the Equipment with or without Customer’s knowledge or consent.
Appears in 1 contract
Sources: Saas Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider or authorized within the Services)Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
2.3 . With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Techland hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license (if applicable) to use such Software during the Term only in connection with the Services. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation documentation are “"commercial items” " and according to DFAR section 252.2277014(a)(1252.227-7014(a)(1) and (5), ) are deemed to be “"commercial computer software” " and “"commercial computer software documentation.” " Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.2 Customer represents and warrants that Customer will use the AgreementServices only in compliance with standard Ribbon Communication Inc (‘Ribbon’) published limited product warranties then in effect (the "Warranties") and all applicable laws and regulations. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, Techland and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Ribbon against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms foregoing or otherwise from Customer's use of the Agreement; and (ii) Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)Services. Although Service Provider Techland and Ribbon has no obligation to monitor the Customer’s 's use of the Services, Service Provider Techland and Ribbon may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “"Equipment”"). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) for all uses of Customer account and or the Equipment with or without Customer’s 's knowledge or consent. Customer agrees to promptly download and install all updates and upgrades of software to enable the Services to optimally function. Techland and or Ribbon reserve the right to immediately terminate Customer's Services for any violations of this Section 2.3.
2.4 Customer shall grant Techland and Ribbon access to the equipment and the software, on an as-needed basis, to monitor, update, and gather data necessary to prepare ▇▇▇▇▇▇▇▇'s invoices and other reports. If Customer alters, modifies, and/or deletes all or portions of this information, or attempts to connect the Cloud2Edge to a different Service, Techland and Ribbon reserve the right to immediately terminate Customer's Services for any violations of this Section 2.4.
Appears in 1 contract
Sources: Cloud Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of This is an Agreement for the Services, Software or anything related thereto.
2.2 Customer and you are not granted a licence to any software under this Agreement (except to the extent required for you to use the Services). Except to the extent that applicable laws prevent ILD from doing so, you will not, directly or indirectly: reverse engineer, decompile, disassemble disassemble, or otherwise attempt to discover the source code, object code code, or underlying structure, ideas, know-how or algorithms relevant of, or found at or through the Services or any software, documentation, or data related to the Services (“Software”); remove any proprietary notices or labels from the Services or any Software, Documentation ; reproduce or data related to copy the ServicesSoftware or the Services or any part thereof; modify, translate, or create derivative works based on the Services or any Software (except Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the extent expressly permitted by Service Provider Services or authorized within the Services); any Software. The Services shall be used for your internal business purposes only and you shall not use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-third party; or remove any proprietary notices or labels.
2.3 Further, Customer may not remove or export from the United States or allow the export or re-export of 2.1 You acknowledge and agree that the Services, the Software, the Interactive Learning Diary company names and logos and all related product and service names, design marks and slogans, and all other material comprising the Software or anything related theretothe Services, are the property of ILD or its affiliates or suppliers (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/ or other intellectual properties are owned by ILD. You are not authorised to use any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of CommerceMarks in any advertising, the United States Department of Treasury Office of Foreign Assets Control, publicity or any other United States commercial manner without the prior written consent of ILD. Your use of the Services confers no title or foreign agency or authority. As defined ownership in FAR section 2.101the Services, the Software or the Marks and Documentation are “commercial items” is not a sale of any rights in the Services, the Software or the Marks. All ownership rights remain the property of ILD or its third party suppliers, as the case may be.
2.2 You represent, covenant, and according to DFAR section 252.2277014(a)(1) and (5), are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent warrant that you will use the Services only in compliance with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except all applicable laws. You hereby agree to the extent expressly permitted by the terms of the Agreement. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and ILD against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements, and expenses (including without limitation costs and reasonable attorneys' solicitors’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms foregoing or otherwise arising from or relating to your use of the Agreement; and (ii) Customer’s or Authorized Users’ Services. You acknowledge that you are responsible for the content or inputs into of any account created using the Service (including, but not limited to Customer Data)Services. Although Service Provider ILD has no obligation to monitor Customer’s the content provided by you or your use of the Services, Service Provider ILD may do so and may remove any such content or prohibit any use of the Services if services it believes that such use may be (or is alleged to be) in violation of the Agreementforegoing.
2.3 The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates laws that may apply in your area is prohibited. This may include material that is obscene, threatening, harassing, libellous, or in any way a violation of intellectual property laws or a third party’s intellectual property rights.
2.4 In using the varied features of the Services, you may provide information (such as name, contact information, or other registration information) to ILD. ILD may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Services, or to communicate separately with you.
2.5 Customer shall ILD will not use any of your parent, child or staff data or any other customer information for any other purposes than those related to the Services. Your customer information will not be responsible shared with any other parties. In addition, ILD will not use your customer information for obtaining the purpose of sending unsolicited commercial email.
2.6 You will adopt and maintaining any equipment maintain a policy that complies with all applicable privacy laws and ancillary services needed which is at least as stringent as our Privacy Policy (as modified by ILD from time to connect totime). You acknowledge that all personal information that you provide to us has been collected with the relevant individual’s consent, access or otherwise and that you have informed the individual of the purpose for which that information was collected, and that you may provide this information to us for the purposes of use in relation to the Services. You acknowledge that we may store the personal information that you provide to us on servers located in the United Kingdom, and you warrant that you have obtained the consent of the relevant individuals to the storage and transmission of their personal information in this manner.
2.7 You must not use the ServicesServices to distribute illegal contests, includingpyramid schemes, without limitationchain letters, internet connectionsmulti-level marketing campaigns, hardwareor any other prohibited material.
2.8 You must not use the Services to send email campaigns that link to or display nudity, serversobscene content, gambling related content, pay day lender related content, pharmaceutical related content, illegal software, operating systemsviruses, networking, web browsers, web servers and or to distribute any other content that we deem inappropriate.
2.9 You must not use the like Services for the sending of unsolicited email (collectively, sometimes called “Equipmentspam”). Customer shall also be solely responsible for (i) using types and versions of Equipment that .
2.10 All rights not expressly granted are compatible with the Services, maintaining the security of the Equipment and (ii) securing Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) all uses of Customer account and Equipment with or without Customer’s knowledge or consentreserved.
Appears in 1 contract
Sources: Software Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 a) Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (“Software”); or, modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider Beehive or authorized within the Services); . With respect to any Software that is distributed or provided to Customer for use on Customer’s premises or devices, Beehive hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term, only in connection with the Services.
b) Customer represents, covenants, and warrants that Customer will use the Services or only in compliance with all applicable laws and regulations and any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
2.3 Furtherstandard published Beehive policies then in effect, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authorityif any. As defined in FAR section 2.101, the Software and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5), are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the Agreement and will be prohibited except to To the extent expressly permitted allowed by the terms of the Agreement. law, Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Beehive against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms of the Agreement; and (ii) foregoing or otherwise from Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)use of Services. Although Service Provider Beehive has no obligation to monitor Customer’s use of the Services, Service Provider Beehive may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 c) Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”), unless specifically identified as a responsibility and approved obligation of Beehive in the Statement of Work. Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, files and (iii) all uses of Customer account and Equipment with or without other related items owned by Customer’s knowledge or consent.
Appears in 1 contract
Sources: Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
2.3 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation documentation are “commercial items” and according to DFAR section 252.2277014(a)(1252.227-7014(a)(1) and (5), ) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. Customer will use the AgreementServices only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Company against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms of the Agreement; and (ii) foregoing or otherwise from Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)use of Services. Although Service Provider Company has no obligation to monitor Customer’s use of the Services, Service Provider Company may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connections, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) all uses of Customer account and Equipment with or without Customer’s knowledge or consent.
Appears in 1 contract
Sources: Saas Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, and will not permit any third party to, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how ideas or algorithms relevant of the Techvera Platform (including any software used to provide the Techvera Platform) or the Client Software (provided that reverse engineering is prohibited only to the Services or any Software, Documentation or data related extent such prohibition is not contrary to the Servicesapplicable law); modify, translate, or create derivative works based on the Services Techvera Platform or Client Software; or copy (except for archival purposes), rent, lease, pledge, assign, or otherwise transfer or encumber rights to the Techvera Platform or Client Software; post, upload, or otherwise store or transmit through the Techvera Platform any data or other content that is obscene, pornographic, threatening, harmful, or otherwise violates this Agreement or the rights of others; or use the Services, Techvera Platform or Client Software (except to the extent expressly permitted by Service Provider or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise i) for the benefit of a third-third party; , (ii) other than for Customer’s own internal business purposes, (iii) to build a competitive product or remove any proprietary notices or labels.
2.3 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related theretoservice, or any direct product thereof (iv) in violation of any restrictionsapplicable laws, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authorityrules and regulations. As defined in FAR section 2.101, the Software and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5), are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the Agreement and will be prohibited except to the extent expressly permitted by the terms of the Agreement. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify indemnify, and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, Techvera from and against any and all claims, costs, damages, losses, damages, judgments liabilities and expenses (including reasonable attorneys' fees’ fees and costs) arising out from any Customer Information or breach or alleged breach by Customer of Section 2.1
2.2 Customer will use reasonable measures to safeguard the security of any credentials issued by Techvera or in connection with (i) registered by Customer or Authorized Users’ violation of the terms of the Agreement; and (ii) Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited for access to Customer Data). Although Service Provider has no obligation to monitor Customer’s use of the Services, Service Provider may do so and may prohibit any use of the Services if in order to prevent unauthorized access to the Techvera Platform or other Techvera systems, and shall notify Techvera promptly of any such unauthorized access or use that it believes that such use may be (or alleged to be) in violation of the Agreement.
2.5 becomes aware of. Customer shall be responsible for obtaining and maintaining compliance with this Agreement by any equipment and ancillary services needed person or entity it allows to connect to, access or otherwise use the Services, including, without limitation, internet connections, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) all uses of Customer account and Equipment with or without Customer’s knowledge or consentTechvera Platform on its behalf.
Appears in 1 contract
Sources: Master Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of This is an Agreement for the Services, Software or anything related thereto.
2.2 Customer and you are not granted a licence to any software under this Agreement (except to the extent required for you to use the Services). Except to the extent that applicable laws prevent ILD from doing so, you will not, directly or indirectly: reverse engineer, decompile, disassemble disassemble, or otherwise attempt to discover the source code, object code code, or underlying structure, ideas, know-how or algorithms relevant of, or found at or through the Services or any software, documentation, or data related to the Services (“Software”); remove any proprietary notices or labels from the Services or any Software, Documentation ; reproduce or data related to copy the ServicesSoftware or the Services or any part thereof; modify, translate, or create derivative works based on the Services or any Software (except Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the extent expressly permitted by Service Provider Services or authorized within the Services); any Software. The Services shall be used for your internal business purposes only and you shall not use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-third party; or remove any proprietary notices or labels.
2.3 Further, Customer may not remove or export from the United States or allow the export or re-export of 2.1 You acknowledge and agree that the Services, the Software, the Interactive Learning Diary company names and logos and all related product and service names, design marks and slogans, and all other material comprising the Software or anything related theretothe Services, are the property of ILD or its affiliates or suppliers (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/ or other intellectual properties are owned by ILD. You are not authorised to use any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of CommerceMarks in any advertising, the United States Department of Treasury Office of Foreign Assets Control, publicity or any other United States commercial manner without the prior written consent of ILD. Your use of the Services confers no title or foreign agency or authority. As defined ownership in FAR section 2.101the Services, the Software or the Marks and Documentation are “commercial items” is not a sale of any rights in the Services, the Software or the Marks. All ownership rights remain the property of ILD or its third party suppliers, as the case may be.
2.2 You represent, covenant, and according to DFAR section 252.2277014(a)(1) and (5), are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent warrant that you will use the Services only in compliance with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except all applicable laws. You hereby agree to the extent expressly permitted by the terms of the Agreement. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and ILD against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements, and expenses (including without limitation costs and reasonable attorneys' solicitors’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms foregoing or otherwise arising from or relating to your use of the Agreement; and (ii) Customer’s or Authorized Users’ Services. You acknowledge that you are responsible for the content or inputs into of any account created using the Service (including, but not limited to Customer Data)Services. Although Service Provider ILD has no obligation to monitor Customer’s the content provided by you or your use of the Services, Service Provider ILD may do so and may remove any such content or prohibit any use of the Services if services it believes that such use may be (or is alleged to be) in violation of the Agreementforegoing.
2.3 The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates laws that may apply in your area is prohibited. This may include material that is obscene, threatening, harassing, libellous, or in any way a violation of
2.4 In using the varied features of the Services, you may provide information (such as name, contact information, or other registration information) to ILD. ILD may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Services, or to communicate separately with you.
2.5 Customer shall ILD will not use any of your parent, child or staff data or any other customer information for any other purposes than those related to the Services. Your customer information will not be responsible shared with any other parties. In addition, ILD will not use your customer information for obtaining the purpose of sending unsolicited commercial email.
2.6 You will adopt and maintaining any equipment maintain a policy that complies with all applicable privacy laws and ancillary services needed which is at least as stringent as our Privacy Policy (as modified by ILD from time to connect totime). You acknowledge that all personal information that you provide to us has been collected with the relevant individual’s consent, access or otherwise and that you have informed the individual of the purpose for which that information was collected, and that you may provide this information to us for the purposes of use in relation to the Services. You acknowledge that we may store the personal information that you provide to us on servers located in the United Kingdom, and you warrant that you have obtained the consent of the relevant individuals to the storage and transmission of their personal information in this manner.
2.7 You must not use the ServicesServices to distribute illegal contests, includingpyramid schemes, without limitationchain letters, internet connectionsmulti-level marketing campaigns, hardwareor any other prohibited material.
2.8 You must not use the Services to send email campaigns that link to or display nudity, serversobscene content, gambling related content, pay day lender related content, pharmaceutical related content, illegal software, operating systemsviruses, networking, web browsers, web servers and or to distribute any other content that we deem inappropriate.
2.9 You must not use the like Services for the sending of unsolicited email (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that sometimes called
2.10 All rights not expressly granted are compatible with the Services, maintaining the security of the Equipment and (ii) securing Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) all uses of Customer account and Equipment with or without Customer’s knowledge or consentreserved.
Appears in 1 contract
Sources: Terms of Use
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer End User will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Product Provider or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
2.3 2.2 Further, Customer End User may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5), ) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 End User represents, covenants, and warrants that End User will use the AgreementServices only in compliance with Product Provider’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer End User hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Product Provider Affiliates, directors, officers, employees and agents, from and against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms foregoing or otherwise from End User’s use of the Agreement; and (ii) Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)Services. Although Service Product Provider has no obligation to monitor CustomerEnd User’s use of the Services, Service Product Provider may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 Customer 2.4 End User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer End User shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Customer Equipment, End User account, passwords (including but not limited to administrative and user passwords) and files, and (iii) for all uses of Customer End User account and or the Equipment with or without CustomerEnd User’s knowledge or consent.
Appears in 1 contract
Sources: Saas Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider ▇▇▇ ▇▇▇▇▇▇ Inc. or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
2.3 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation documentation are “commercial items” and according to DFAR section 252.2277014(a)(1252.227-7014(a)(1) and (5), ) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and warrants that Customer will use the AgreementServices only in compliance with ▇▇▇ ▇▇▇▇▇▇ Inc.’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and ▇▇▇ ▇▇▇▇▇▇ Inc. against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms of the Agreement; and (ii) foregoing or otherwise from Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)use of Services. Although Service Provider ▇▇▇ ▇▇▇▇▇▇ Inc. has no obligation to monitor Customer’s use of the Services, Service Provider ▇▇▇ ▇▇▇▇▇▇ Inc. may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreement.
2.5 Customer shall be responsible for obtaining and foregoing. maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connectionsmodems, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”). Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) for all uses of Customer account and or the Equipment with or without Customer’s knowledge or consent.
Appears in 1 contract
Sources: Saas Services Agreement
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer agrees to comply with all applicable laws, regulations and ordinances relating to its use of the Services, Software or anything related thereto.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Softwaresoftware, Documentation documentation or data related to the ServicesServices (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non- exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.3 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation documentation are “commercial items” and according to DFAR section 252.2277014(a)(1252.227-7014(a)(1) and (5), ) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and warrants that Customer will use the AgreementServices only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees not to provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10.
2.4 Customer will defend, indemnify and hold harmless Service Provider, and its respective Service Provider Affiliates, directors, officers, employees and agents, from and Company against any and all claims, costsdamages, losses, damagesliabilities, judgments settlements and expenses (including reasonable without limitation costs and attorneys' ’ fees) arising out of or in connection with (i) Customer any claim or Authorized Users’ action that arises from an alleged violation of the terms of the Agreement; and (ii) foregoing or otherwise from Customer’s or Authorized Users’ content or inputs into the Service (including, but not limited to Customer Data)use of Services. Although Service Provider Company has no obligation to monitor Customer’s use of the Services, Service Provider Company may do so and may prohibit any use of the Services if it believes that such use may be (or alleged to be) in violation of the Agreementforegoing.
2.5 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, internet connectionsrouters, hardware, servers, software, operating systems, networking, web browsers, web servers and the like (collectively, “Equipment”)) and where applicable VOIP voice services. Customer shall also be solely responsible for (i) using types and versions of Equipment that are compatible with the Services, maintaining the security of the Equipment and (ii) securing Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and (iii) for all uses of Customer account and or the Equipment with or without Customer’s knowledge or consent.
Appears in 1 contract
Sources: Saas Terms of Service Agreement