Common use of User Subscription Clause in Contracts

User Subscription. 2.1 Subject to the terms of this Agreement, Concerto grants the Buyer a non-exclusive, non-transferable right to permit Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Buyer’s internal business operations. 2.2 The Buyer shall not knowingly: (a) distribute or transmit to Concerto, whether via the Services or otherwise, any Viruses or Vulnerabilities; (b) store, access, publish, disseminate, distribute or transmit via the Services any material which: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) depicts sexually explicit images; (iii) is otherwise illegal or causes damage or injury to any person or property; and Concerto reserves the right, on written notice to the Buyer, such notice specifying the breach of this Clause and requiring it to be remedied within seven (7) days (the “Notice Period”), to disable the Buyer's access to the Services if the breach remains unremedied after the expiry of the Notice Period. 2.3 The Buyer shall not: (a) except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; (b) use the Services and/or Documentation to provide services to third parties; (c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2. 2.4 The Buyer shall ensure that the Services are only used by Authorised Users and that such use is at all times in accordance with this Agreement. The Buyer shall ensure that Authorised Users are, at all times while they have access to the Services, the employees or contractors of the Buyer. 2.5 The Buyer shall ensure that the number of Authorised Users for the Services does not exceed the number of Purchased Authorised Users Accounts for the relevant Service at any time. The Buyer is entitled to remove one individual as an Authorised User and replace that person with another individual in accordance with the terms of this Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time. 2.6 Without prejudice to any other right or remedy of the Supplier, in the event the Buyer is in breach of Clause 2.6 then: (a) the warranties in Clause 6.1 shall cease to apply for the duration of the period during which the Buyer is in breach of Clause 2.6; and (b) the Buyer shall be liable to pay for the number of Authorised Users above the number of Purchased Authorised Users Accounts for that Service for the relevant period during which infringement occurred in accordance with the subscription model set out in Schedule 2, clause 1.3. 2.7 The Buyer shall: (a) be liable for the acts and omissions of the Authorised Users as if they were its own; (b) only provide Authorised Users with access to the Services via the access method provided or specified by Concerto and shall not provide access to (or permit access by) anyone other than an Authorised User; and (c) procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Buyer under this Agreement, including all obligations and restrictions relating to Concerto’s Confidential Information. 2.8 The Buyer warrants and represents that it and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall keep confidential and not share with any third party (or with other individuals except those with administration rights at the Buyer organisation as necessary for use of the Service) their password or access details for the Service. 2.9 The Buyer shall (and shall ensure all that Authorised Users shall) at all times comply with the provisions of this Agreement. 2.10 If any password has been provided to an individual that is not an Authorised User, the Buyer shall, without delay, disable any such passwords and notify Concerto immediately. 2.11 The Buyer shall comply (and shall ensure all Authorised Affiliates comply) with all applicable laws, rules, and regulations governing export that apply to the Services, the Buyer Data and the Documentation (or any part), and shall not export or re- export, directly or indirectly, separately or as a part of a system, the Services, the Buyer Data or the Documentation (or any part) to, or access or use the Services, the Buyer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom without first obtaining such licence or other approval. 2.12 Clauses 2.3 to 2.12 (inclusive) shall survive termination or expiry of this Agreement.