Common use of RESTRICTIONS AND RESPONSIBILITIES Clause in Contracts

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer will not, and will not permit any third party to: use the Services for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unauthorized person or entity to access the Services; use the Services or any other PostEra software or functionality for timesharing or service bureau purposes or for any purpose other than its own internal, research use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted herein; use the Services in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Services or underlying software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Services in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of PostEra, or

Appears in 2 contracts

Sources: Platform Services Agreement, Platform Services Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Services Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unauthorized unlicensed person or entity to access the ServicesLicensed Materials; use the Services Licensed Materials or any other PostEra GitLab software or functionality for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal, research internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted herein; use the Services Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Services Licensed Materials or underlying software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Services Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of PostEraGitLab, oror (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing in this Agreement shall prohibit Customer from using the Licensed Materials for benchmark testing or comparative analysis. 2.2 Customer will cooperate with GitLab in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GitLab may reasonably request. Customer will also cooperate with GitLab in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab under this Agreement (collectively, the “Customer Records”). GitLab may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 5.2. GitLab shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

Appears in 2 contracts

Sources: Gitlab Subscription Agreement, Gitlab Subscription Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Services Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unauthorized unlicensed person or entity to access the ServicesLicensed Materials; use the Services Licensed Materials or any other PostEra GitLab software or functionality for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal, research internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted herein; use the Services Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Services Licensed Materials or underlying software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Services Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of PostEraGitLab, oror (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). 2.2 Customer will cooperate with GitLab in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GitLab may reasonably request. Customer will also cooperate with GitLab in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab under this Agreement (collectively, the “Customer Records”). GitLab may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 5.2. GitLab shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

Appears in 1 contract

Sources: Gitlab Subscription Terms

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer will not, and will not permit any third party to: use the Services for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unauthorized person or entity to access the Services; use the Services or any other PostEra software or functionality for timesharing or service bureau purposes or for any purpose other than its own internal, research use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any portion of the ServicesService, documentation or data related to the Services Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except modify, translate, or create derivative works based on the Service; use the Services for timesharing or service bureau purposes or for any purpose other than its own internal use unless Customer is a Managed Service Provider (“MSP”) and has reviewed and agreed to be bound by the additional terms and conditions set forth in the Managed Service Provider Addendum (“MSP Addendum”) attached hereto as expressly permitted hereinExhibit 2 – Managed Service Provider Addendum, which is hereby incorporated herein by reference (if you do not unconditionally agree to all terms of the MSP Terms, click the “CANCEL” or browser back button and the account registration or setup process will not continue); use the Services in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like)activity; use the Services or underlying software Service other than in accordance with this Agreement and in compliance with all applicable laws and regulations (regulations, including but not limited to any privacy laws, marketing and data security laws and government guidelines, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); run or use any processes that run or are activated while Customer is not logged on to the Services or that “crawl,” “scrape,” or “spider” the Service; or use the Services Service in any manner that (1i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or libelous otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2ii) impersonates any person or entity, including without limitation any employee or representative of PostEraCradlepoint, oror (iii) contains a virus, Trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Notwithstanding anything to the contrary, Cradlepoint reserves the right to suspend or limit Customer’s access to the Service if Cradlepoint determines, in its sole discretion, that Customer’s use of the Service does or is likely to: (a) damage the Service or interfere with Cradlepoint’s ability to reliably provide the Service to other users; or (b) place an unreasonable or unexpected load on the Service (c) there is a threat or attack on the cloud servers hosting the Services (including a denial of service attack) or other event that may create a risk to the Services, to Customer or to any other user of the Services; (d) Customer’s use of the Services disrupts or poses a security risk to the Services or any other user of the Services, may harm Cradlepoint’s systems or any other user of the Services, or may subject Cradlepoint or any third party to liability; (e) Customer is misusing the Services or using the Services for fraudulent or illegal activities; (f) subject to applicable law, Customer has ceased to continue Customer’s business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (g) Customer is using the Services in breach of the Agreement; (h) Customer is in default of Customer’s payment obligations hereunder; or (g) there is an unusual spike or increase in Customer’s use of the Services (collectively, "Service Suspensions"). Customer understands that many of the reasons for suspension listed above are imposed on us by third party licensors, are subject to change without notice, and may result in Customer’s access to the Services being suspended as a result of the actions of other users. Cradlepoint will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices posted on the website or sent to Customer’s registered e‐mail address) and to provide updates regarding resumption of Customer’s access to the Services following any Service Suspension. Cradlepoint will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any Service Suspension or limitations related to carrier coverage or support.

Appears in 1 contract

Sources: Master Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer will not, and will not permit any third party to: use the Services for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unauthorized person or entity to access the Services; use the Services or any other PostEra software or functionality for timesharing or service bureau purposes or for any purpose other than its own internal, research use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any portion of the ServicesService, documentation or data related to the Services Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted hereinmodify, translate, or create derivative works based on the Service; use the Services for timesharing or service bureau purposes or for any purpose other than its own internal use unless Customer is a Managed Service Provider (“MSP”) and has reviewed and agreed to be bound by the additional terms and conditions set forth in the Managed Service Provider Addendum (“MSP Addendum”) available at /mspaddendum which is hereby incorporated herein by reference (if you do not unconditionally agree to all terms of the MSP Terms, click the “CANCEL” or browser back button and the account registration or setup process will not continue); use the Services in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like)activity; use the Services or underlying software Service other than in accordance with this Agreement and in compliance with all applicable laws and regulations (regulations, including but not limited to any privacy laws, marketing and data security laws and government guidelines, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); run or use any processes that run or are activated while Customer is not logged on to the Services or that “crawl,” “scrape,” or “spider” the Service; or use the Services Service in any manner that (1i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or libelous otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2ii) impersonates any person or entity, including without limitation any employee or representative of PostEraCradlepoint, oror (iii) contains a virus, Trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Notwithstanding anything to the contrary, Cradlepoint reserves the right to suspend or limit Customer’s access to the Service if Cradlepoint determines, in its sole discretion, that Customer’s use of the Service does or is likely to: (a) damage the Service or interfere with Cradlepoint’s ability to reliably provide the Service to other users; or (b) place an unreasonable or unexpected load on the Service (c) there is a threat or attack on the cloud servers hosting the Services (including a denial of service attack) or other event that may create a risk to the Services, to Customer or to any other user of the Services; (d) Customer’s use of the Services disrupts or poses a security risk to the Services or any other user of the Services, may harm Cradlepoint’s systems or any other user of the Services, or may subject Cradlepoint or any third party to liability; (e) Customer is misusing the Services or using the Services for fraudulent or illegal activities; (f) subject to applicable law, Customer has ceased to continue Customer’s business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (g) Customer is using the Services in breach of the Agreement; (h) Customer is in default of Customer’s payment obligations hereunder; or (g) there is an unusual spike or increase in Customer’s use of the Services (collectively, “Service Suspensions”). Customer understands that many of the reasons for suspension listed above are imposed on us by third party licensors, are subject to change without notice, and may result in Customer’s access to the Services being suspended as a result of the actions of other users. Cradlepoint will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices posted on the website or sent to Customer’s registered e-mail address) and to provide updates regarding resumption of Customer’s access to the Services following any Service Suspension. Cradlepoint will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any Service Suspension or limitations related to carrier coverage or support. For the purposes of this Agreement, “MSP” shall mean an entity that provides access to the Service in conjunction with the provision of Integrated Services as defined in the MSP Addendum or uses the Service to manage the devices of third parties.

Appears in 1 contract

Sources: Terms of Service and License Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Services Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unauthorized unlicensed person or entity to access the ServicesLicensed Materials; use the Services Licensed Materials or any other PostEra Langfuse software or functionality for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal, research internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted herein; use the Services Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Services Licensed Materials or underlying software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Services Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of PostEraLangfuse, oror (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). 2.2 Customer will cooperate with Langfuse in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Langfuse may reasonably request. Customer will also cooperate with Langfuse in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due Langfuse under this Agreement (collectively, the “Customer Records”). Langfuse may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to Langfuse plus late fees pursuant to Section 5.2. Langfuse shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay Langfuse for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent. 2.4 Customer will not air gap their Langfuse Self-hosted instance without prior permission from Langfuse.

Appears in 1 contract

Sources: Langfuse Self Hosted License Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 5.1 Customer will not, and will not permit any third party to: to (not otherwise defined as a User): (a) use the Services Platform for any purpose other than as specifically authorized in Section 1, or this Agreement; (b) use the Platform in such a manner that would enable any unauthorized person or entity third party to access the Services; use the Services or any other PostEra software or functionality for timesharing or service bureau purposes or Platform; (c) for any purpose other than its and its Affiliates’ own internal, research use internal use; (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted herein; d) use the Services in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Services or underlying software Platform other than in accordance with this Agreement and in compliance with all applicable laws and regulations regulations; (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or e) use the Services Platform in any manner that that: (1i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user User authentication or security process), ; (2ii) impersonates any person or entity, including without limitation any employee or representative of PostEraSalus; (iii) includes content which is illegal or violates the Salus Community Code of Conduct, or (iv) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs); and (f) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Platform or access it to: (i) build a competitive product or service (ii) build a product or service using similar ideas, features, functions or graphics of the Platform (iii) copy any ideas, features, functions or graphics of the Platform, or (iv) determine whether the Platform is within the scope of any patent. 5.2 Nothing in this Agreement shall prohibit Customer from using the Platform for benchmark testing or comparative analysis. That notwithstanding, Customer may not use the Platform for benchmarking that does not comply with 3rd party vendor agreements, applicable data privacy and security laws and shall have appropriate technological, administrative, and physical controls in place to ensure such compliance. 5.3 In addition to the obligations set forth in Section 5.4, and subject to the rights set forth in Section 5.7, Customer shall ensure the collection of data as required in order to use the Platform (“Subscription Data”) shall remain unchanged. 5.4 In accordance with this Agreement, Salus has the right to verify electronically (or otherwise), and generate reports related to Customer’s installation of, access to, and use of the Platform to ensure compliance with the terms of this Agreement. Customer shall maintain Customer Records during the term of this Agreement and for two (2) years thereafter. Salus may, upon thirty (30) days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third-party auditor to audit the Customer Records only to verify the amounts payable under this Agreement with respect to Customer usage of the Platform. If an audit reveals underpayment, Customer shall promptly pay the deficiency to Salus plus late fees pursuant to Section 6. Salus shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay Salus for the reasonable costs of the audit. 5.5 Customer will be responsible for: (a) maintaining the security of Customer’s account, passwords (including, but not limited to, administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent; and (b) any acts or omissions carried out by Contractors on Customer’s behalf. Customer shall ensure that Contractors are subject to terms no less stringent than those stated herein. 5.6 Subject to this Agreement and the applicable Order Form, Salus will provide Customer Support to Customer for the Subscriptions, during the Subscription Term, at no additional cost. Details regarding Customer Support can be found in Appendix 1, as updated from time to time. 5.7 Customer acknowledges and agrees that: (a) Account names are administered by Salus on a “first come, first serve” basis; (b) Intentional name squatting, or purchasing, soliciting, or selling of an account name is prohibited; and (c) Salus reserves the right to remove, rename, or close inactive accounts at its discretion.

Appears in 1 contract

Sources: Subscription Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer will not, and will not permit any third party to: use the Services for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unauthorized person or entity to access the Services; use the Services or any other PostEra software or functionality for timesharing or service bureau purposes or for any purpose other than its own internal, research use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any portion of the ServicesService, documentation or data related to the Services Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted hereinmodify, translate, or create derivative works based on the Service; use the Services for timesharing or service bureau purposes or for any purpose other than its own internal use unless Customer is a Managed Service Provider ("MSP") and has reviewed and agreed to be bound by the additional terms and conditions set forth in the Managed Service Provider Addendum ("MSP Addendum") available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇.▇▇▇/portalaup which is hereby incorporated herein by reference (if you do not unconditionally agree to all terms of the MSP Terms, click the "CANCEL" or browser back button and the account registration or setup process will not continue); use the Services in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like)activity; use the Services or underlying software Service other than in accordance with this Agreement and in compliance with all applicable laws and regulations (regulations, including but not limited to any privacy laws, marketing and data security laws and government guidelines, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); run or use any processes that run or are activated while Customer is not logged on to the Services or that "crawl," "scrape," or "spider" the Service; or use the Services Service in any manner that (1i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or libelous otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2ii) impersonates any person or entity, including without limitation any employee or representative of PostEraIPTL, oror (iii) contains a virus, Trojan horse, worm, time bomb, unsolicited bulk, commercial, or "spam" message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Notwithstanding anything to the contrary, IPTL reserves the right to suspend or limit Customer's access to the Service if IPTL determines, in its sole discretion, that Customer's use of the Service does or is likely to: (a) damage the Service or interfere with IPTL's ability to reliably provide the Service to other users; or (b) place an unreasonable or unexpected load on the Service (c) there is a threat or attack on the cloud servers hosting the Services (including a denial of service attack) or other event that may create a risk to the Services, to Customer or to any other user of the Services; (d) Customer's use of the Services disrupts or poses a security risk to the Services or any other user of the Services, may harm IPTL's systems or any other user of the Services, or may subject IPTL or any third party to liability; (e) Customer is misusing the Services or using the Services for fraudulent or illegal activities; (f) subject to applicable law, Customer has ceased to continue Customer's business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer's assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (g) Customer is using the Services in breach of the Agreement; (h) Customer is in default of Customer's payment obligations hereunder; or (g) there is an unusual spike or increase in Customer's use of the Services (collectively, "Service Suspensions"). Customer understands that many of the reasons for suspension listed above are imposed on us by third party licensors, are subject to change without notice, and may result in Customer's access to the Services being suspended as a result of the actions of other users. IPTL will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices posted on the website or sent to Customer's registered e-mail address) and to provide updates regarding resumption of Customer's access to the Services following any Service Suspension. IPTL will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any Service Suspension or limitations related to carrier coverage or support.

Appears in 1 contract

Sources: Terms of Service and License Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Access to all the features and/or functionalities of the Services may require Customer’s Authorized Users to download and/or install certain Promise mobile application software (collectively, the “Mobile App”). Subject to Customer’s compliance with all of the terms and conditions of this Agreement, Promise hereby grants Customer a limited, personal, non-sublicensable, non- transferable, nonexclusive license to internally use the Mobile App, only in accordance with any accompanying documentation, and only as required to access the Services in accordance with this Agreement. 2.2 Customer will not, and will not permit any third party to: use the Services for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unauthorized person or entity to access the Services; use the Services or any other PostEra software or functionality for timesharing or service bureau purposes or for any purpose other than its own internal, research use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the ServicesServices or any software (including without limitation, the Mobile App), documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services or software; except as expressly permitted herein; , use the Services in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations software for timesharing or the like)service bureau purposes; use the Services or underlying software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); except as expressly permitted by the functionalities of the Services, run or use any processes that run or are activated while Customer is not logged on to the Services or that “crawl,” “scrape,” or “spider” the Services; or use the Services or software in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of PostEraPromise, oror (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, malware, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). 2.3 Customer will reasonably cooperate with Promise in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Promise may reasonably request to assist in its provision of the Services. Customer will also cooperate with Promise in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services. 2.4 Customer hereby agrees to defend, indemnify and hold Promise harmless from and against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees), in each case, that are paid or payable to un-Affiliated third parties in connection with any un- Affiliated third party claim or action (i) that alleges any infringement, violation or misappropriation of any intellectual property and/or proprietary right(s) by any Content (as defined below), including, without limitation, in connection with distribution and/or analysis thereof through the Services, or (ii) that alleges any violation of applicable law(s) and/or regulations by Customer or its Authorized Users in performance of its obligations and/or exercise of its rights pursuant to this Agreement; provided Customer is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and sole control over defense and settlement thereof. “Affiliate” means any entity controlling, controlled by, or under common control with a party hereto, where “control” means the ownership of more than 50% of the voting securities in such entity.

Appears in 1 contract

Sources: Saas Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Services Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unauthorized unlicensed person or entity to access the ServicesLicensed Materials; use the Services Licensed Materials or any other PostEra GitLab software or functionality for timesharing or service bureau purposes or for any purpose other than its own internal, research internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted herein; use the Services usethe Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Services Licensed Materials or underlying software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Services Licensed Materials in any manner that that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of PostEraGitLab, or

Appears in 1 contract

Sources: License Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Services Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unauthorized unlicensed person or entity to access the ServicesLicensed Materials; use the Services Licensed Materials or any other PostEra Fleet software or functionality for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal, research internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted herein; use the Services Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Services Licensed Materials or underlying software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Services Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user Host or User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of PostEraFleet, oror (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). 2.2 Customer will cooperate with Fleet in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Fleet may reasonably request. Customer will also cooperate with Fleet in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due Fleet under this Agreement (collectively, the “Customer Records”). Fleet may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to Fleet plus late fees pursuant to Section 5.2. Fleet shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay Fleet for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords and credentials for Hosts like e) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

Appears in 1 contract

Sources: Fleet Subscription Terms

RESTRICTIONS AND RESPONSIBILITIES. 2.1 5.1 Customer will not, and will not permit any third party to: : (i) use the Services Software for any purpose other than as specifically authorized in Section 1, or this Agreement; (ii) use the Software in such a manner that would enable any unauthorized person or entity third party to access the Services; Software; (iii) use the Services or any other PostEra software or functionality Software for timesharing time sharing or service bureau purposes or for any purpose other than its own internal, research use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoingSoftware); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, documentation or data related to the Services ; (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted herein; iv) for any purpose other than its and its Affiliates’ own internal use; (v) use the Services in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Services or underlying software Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations regulations; (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or vi) use the Services Software in any manner that that: (1a) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user User authentication or security process), ; (2b) impersonates any person or entity, including without limitation any employee or representative of PostEraGitLab; (c) includes content, orwith respect to the use of SaaS Software, which is illegal or violates the GitLab Community Code of Conduct found here ▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇/community/contribute/code-of- conduct/, or (d) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs); and (vii) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Software or access it to: (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Software, (3) copy any ideas, features, functions or graphics of the Software, or (4) determine whether the Software are within the scope of any patent. 5.2 Nothing in this Agreement shall prohibit Customer from using the Software for benchmark testing or comparative analysis. Customer will comply with all applicable data privacy and security laws and shall have appropriate technological, administrative, and physical controls in place to ensure such compliance. 5.3 In addition to the obligations set forth in Section 5.4, and subject to the rights set forth in Section 5.7, Customer shall ensure the collection of data as required in order to use the Software (“Subscription Data”) shall remain unchanged. An overview of the Subscription Data can be found on GitLab’s Website. 5.4 In accordance with this Agreement, GitLab has the right to verify electronically (or otherwise), and generate reports related to Customer’s installation of, access to, and use of the Software to ensure compliance with the terms of this Agreement. Customer shall maintain Customer Records during the term of this Agreement and for two (2) years thereafter. GitLab may, upon thirty (30) days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations and Government security requirements, hire an independent third-party auditor to audit the Customer Records only to verify the amounts payable under this Agreement with respect to Customer usage of the Software. If an audit reveals underpayment, Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 6. GitLab shall bear the cost of an audit. 5.5 Customer will be responsible for the following: (i) maintaining the security of Customer’s account, passwords (including, but not limited to, administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent; and (ii) any acts or omissions carried out by Contractors on Customer’s behalf. Customer shall ensure that Contractors are subject to terms no less stringent than those stated herein. 5.6 Subject to this Agreement and the applicable Order Form, GitLab will provide Customer Support to Customer for the Subscriptions, during the Subscription Term, at no additional cost. Details regarding Customer Support can be found in Appendix 1, as well as on GitLab’s Website, as may be non-materially updated from time to time in accordance with GSA Schedule Contract Clause 552.212-4(w)(1)(vi). 5.7 Portions of the Software are governed by underlying open source licenses as described on GitLab’s Website. This Agreement and applicable Appendix(eces) establish the rights and obligations associated with Subscriptions and Software and are not intended to limit Customer’s right to software code under the terms of an open source license. 5.8 Customer acknowledges and agrees that: (i) Account names are administered by GitLab on a “first come, first serve” basis; (ii) Intentional name squatting, or purchasing, soliciting, or selling of an account name is prohibited; and (iii) GitLab reserves the right to remove, rename, or close inactive accounts at its discretion. 5.9 Customer represents and warrants that it has, and shall retain, all right, title and interest (including, without limitation, sole ownership of) relating to Customer Content, and the intellectual property rights related thereto.

Appears in 1 contract

Sources: Subscription Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 5.1 Customer will not, and will not permit any third party to: to (not otherwise defined as a User): (i) use the Services Software for any purpose other than as specifically authorized in Section 1, or this Agreement; (ii) use the Software in such a manner that would enable any unauthorized person or entity third party to access the Services; Software; (iii) use the Services or any other PostEra software or functionality Software for timesharing time sharing or service bureau purposes or for any purpose other than its own internal, research use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoingSoftware); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, documentation or data related to the Services ; (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted herein; iv) for any purpose other than its and its Affiliates’ own internal use; (v) use the Services in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Services or underlying software Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations regulations; (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or vi) use the Services Software in any manner that that: (1a) unlawful; (b) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user User authentication or security process), ; (2c) impersonates any person or entity, including without limitation any employee or representative of PostEraCoGuard; (d) includes content, orwith respect to the use of SaaS Software, which is illegal or the CoGuard Terms of Use, or (e) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs); (f) to submit false or misleading information; (g) to collect or track the personal information of others; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; (j) to interfere with or circumvent the security features of the Software or any related service, website, application, and (vii) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Software or access it to: (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions or graphics of the Software, (c) copy any ideas, features, functions or graphics of the Software, or (d) determine whether the Software are within the scope of any patent. 5.2 Nothing in this Agreement shall prohibit Customer from using the Software for benchmark testing or comparative analysis. Customer will comply with all applicable data privacy and security laws and shall have appropriate technological, administrative, and physical controls in place to ensure such compliance. 5.3 In addition to the obligations set forth in Section 5.4, and subject to the rights set forth in Section 5.7, Customer shall ensure the collection of data as required in order to use the Software (“Subscription Data”) shall remain unchanged. 5.4 In accordance with this Agreement, CoGuard has the right to verify electronically (or otherwise), and generate reports related to Customer’s installation of, access to, and use of the Software to ensure compliance with the terms of this Agreement. Customer shall maintain Customer Records during the term of this Agreement and for two (2) years thereafter. CoGuard may, upon thirty (30) days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third-party auditor to audit the Customer Records only to verify the amounts payable under this Agreement with respect to Customer usage of the Software. If an audit reveals underpayment, Customer shall promptly pay the deficiency to CoGuard plus late fees pursuant to Section G. CoGuard shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay CoGuard for the reasonable costs of the audit. 5.5 Customer will be responsible for the following: (i) maintaining the security of Customer’s account, passwords (including, but not limited to, administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent; and (ii) any acts or omissions carried out by Contractors on Customer’s behalf. Customer shall ensure that Contractors are subject to terms no less stringent than those stated herein.

Appears in 1 contract

Sources: Subscription Agreement