Restrictions on Use of the Services. Customer and/or its Affiliates shall not be permitted to do or cause to do, either directly or indirectly, one or more of the following: (i) copy or use the Services or the Software other than as allowed by the Constitutive Elements and in that solely for its Internal Business Purposes; (ii) modify the Software, create derivative works based on the Software, reverse engineer, decompile, decrypt, disassemble, or otherwise reduce the Software to human-readable form; (iii) create programs competing with, similar or identical to the Services or Software basis the Confidential Information disclosed by Datapunkt under this Agreement; (iv) use the Services or Software in violation of any applicable laws or in non-compliance with this Agreement, Third-party License Terms, the Documentation or Datapunkt’s instructions; (v) distribute, sell, license or in any manner provide or permit the use of the Services to unauthorized third parties, including without limitation, contractors, consultants or third- party consultants without Datapunkt’s prior written consent; (vi) where relevant, install the Software on systems not under control by Customer, or use or permit the Services and/or the Software to perform services for third parties other than its Affiliates, including as a service bureau, SaaS, time sharing basis or otherwise; (vii) Interfere or disrupt, either caused by itself, its Affiliates or its or its Affiliates’ Representatives, Datapunkt servers or networks, or disobey any network access or security requirements, policies, procedures or regulations of Datapunkt; (viii) permit the Services to be uses by users exceeding the number set out in the Order Form. In the event that the Customer becomes aware of any unauthorized or illegal usage ofthe Services, the Customer shall forthwith inform Datapunkt of the same in writing and immediately revoke their access. Any such unauthorized use may be subject to additional subscription fees for the time period of the unauthorized use; (ix) be in breach or default of any and all applicable laws within the duration of this Agreement while using the Services as intended by the Constitutive Elements. In this regard, the Customer shall obtain all such permits, approvals and licenses as may be necessary to use, permit the use the Services, including the processing of Customer Data with the Services; (x) disclose the results of any performance or functional evaluation of the Services, if applicable, including benchmark results or competitive analyses to any third party; or alter or remove proprietary notices or legends contained on or in the Software; and/or (xi) Access or use the Services for (a) illegal activities or activities which are likely to be a security threat to any country; (b) on behalf of or for the benefit of any entity who is legally prohibited by Datapunkt from using the Services whether under this Agreement or otherwise (hereafter “Prohibited Entity”). Datapunkt shall inform the Customer of any such Prohibited Entity; and (c) for any activity that may damage or hamper the reputation and/or goodwill of Datapunkt. For avoidance of doubt, ▇▇▇▇▇▇▇▇’s use of the Services or the Software in breach of the aforesaid restrictions shall void any and all liabilities, indemnities and obligations undertaken byDatapunkt vis-à-vis the Services and the Software.
Appears in 1 contract
Sources: Software as a Service Agreement
Restrictions on Use of the Services. Customer Customer, its Affiliates, Users and/or its Affiliates Representatives shall not be permitted to do or cause to donot, either directly or indirectly, one or more of the following:
(i) copy or use the Software and/or Subscription Services or the Software for any purpose other than as allowed by the Constitutive Elements and provided in that solely Section 4a, including without limitation, using it in performance of services for its Internal Business Purposesthird parties as a service bureau or on a time sharing basis;
(ii) modify attempt in any way to: a) tamper with the Software, underlying code of the Software or Subscription Services; b) create derivative works based on the Software, ; or c) reverse engineer, decompile, decrypt, disassemble, or otherwise reduce the Software to human-readable form;
(iii) create programs competing with, similar interfere or identical to the Services or Software basis the Confidential Information disclosed by Datapunkt under this Agreement;
(iv) use the Services or Software in violation of any applicable laws or in non-compliance with this Agreement, Third-party License Terms, the Documentation or Datapunkt’s instructions;
(v) distribute, sell, license or in any manner provide or permit the use of the Services to unauthorized third parties, including without limitation, contractors, consultants or third- party consultants without Datapunkt’s prior written consent;
(vi) where relevant, install the Software on systems not under control by Customer, or use or permit the Services and/or the Software to perform services for third parties other than its Affiliates, including as a service bureau, SaaS, time sharing basis or otherwise;
(vii) Interfere or disrupt, either caused by itself, its Affiliates or its or its Affiliates’ Representatives, Datapunkt disrupt Atlan servers or networks, or disobey any network access or security requirements, policies, procedures or regulations of DatapunktAtlan;
(viiiiv) permit create programs competing with, similar or identical to the Subscription Services and/or Software based on the use or reference to be uses by users exceeding the number set out in the Order Form. In the event that the Customer becomes aware of any unauthorized or illegal usage ofthe Services, the Customer shall forthwith inform Datapunkt of the same in writing and immediately revoke their access. Any such unauthorized use may be subject to additional subscription fees for the time period of the unauthorized useAtlan’s Confidential Information disclosed under this Agreement;
(ixv) be use the Services or Software in breach or default violation of any and all applicable laws within the duration laws, including any relevant Data Protection Laws or in violation of this Agreement while using and the Services as intended by the Constitutive Elements. In this regardDocumentation;
(vi) except to authorized Users, the Customer shall obtain all such permitsdistribute, approvals and licenses as may be necessary to usesell, license or in any manner provide or permit the use of the Services, including Services by unauthorized third parties for the processing benefit of Customer Data with the Servicesanyone other than Customer;
(xvii) disclose the results of any performance or functional evaluation of the Services, if applicable, including benchmark results or competitive analyses to any third party; or alter or remove proprietary notices or legends contained on or in the Software; and/or
(xiviii) Access access or use the Subscription Services for (a) illegal activities or activities which are likely to be a security threat to any country; and (b) on behalf of or for the benefit of any entity who is legally prohibited by Datapunkt from using the Services whether under this Agreement or otherwise (hereafter “Prohibited Entity”). Datapunkt shall inform the Customer of any such Prohibited Entity; and (c) for any activity that may damage or hamper the reputation and/or goodwill of DatapunktAtlan. For avoidance In the event of doubt, ▇▇▇▇▇▇▇▇’s use of the Services or the Software in breach of the aforesaid restrictions shall void any and all liabilitiesrestrictions, indemnities and obligations undertaken byDatapunkt vis-à-vis Atlan reserves the right to suspend the Customer’s access to the Services. If the Services and are to be suspended due to a breach of this Section 5, Atlan shall endeavor to provide as much prior notice as possible depending on the Softwarenature of the breach. Post suspension, parties shall mutually agree on a mitigation plan to rectify the breach of restriction within 30 days’ failing which Atlan may terminate the Agreement as per Section 12b. of this Agreement.
Appears in 1 contract
Sources: Software as a Service Agreement