User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the Supplier grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) solely in object code form and for the Client's internal business operations. 9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement. 9.3. In relation to the Authorised Users, the Client undertakes that: (a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time; (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services; (c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password confidential; (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time; (e) it shall permit the Supplier to audit the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business; (f) if any of the audits referred to in Clause 9.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and (g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals. 9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties. 9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client. 9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack. 9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 3 contracts
Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with 3.3 and 8.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(e) it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised UserUser and the Customer's data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e2.2(d) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer 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; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to 22.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this 2; or
(f) introduce or permit the introduction of any Virus [or Vulnerability] into the Supplier's network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 3 contracts
Sources: Standard Terms for the Use of Motional, Standard Terms for the Use of Wellbeingfirst, Standard Terms for the Use of Motional
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 3.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 4.2 and clause 10.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 3 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 3.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the Authorised Users are authorised to request Communications Services from the Supplier, which will incur Communications Fees;
(b) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(bc) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use us e the Third Party Services and/or Subscription ServicesDocumentation;
(cd) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, and that each Authorised User shall keep their his password confidential;
(de) it each Authorised User shall maintain a written, up be required to date list of current Authorised Users and provide such list to enter into an End User Licence Agreement with the Supplier within five (5) Business Days confirming that he/she is an Authorised User of the Supplier’s written request from time Customer and agreeing to timeabide by the terms of this agreement;
(ef) it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services to establish the name and password of the Third Party Services and Subscription Services for each Authorised UserUser and the Supplier's data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.clause 3.2
Appears in 2 contracts
Sources: Service Agreement, Service Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusivenonexclusive, non-non- transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than MONTHLY and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s written request from at any time to timeor times;
(e) it shall permit the Supplier to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitate illegal activity;
(c) depict sexually explicit images;
(d) promote unlawful violence;
(e) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) cause damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 19.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 2 contracts
Sources: Software as a Service (Saas) Subscription Agreement, Software as a Service (Saas) Subscription Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the 6.1 The Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the Supplier or relevant Third Party grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in Term of the applicable Order Pack) Form solely in object code form and for the Client's internal business operationsoperations pursuant to the terms of the applicable Third Party Terms.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 6.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password any passwords or other biometric multi-factor authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password used confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, Supplier and promptly disable access to such individuals.
9.4. 6.3 The Client may, from time to time during any Term:
(a) subject to the NCE Subscription Terms, the Third Party Terms and the Order Form, request that the User Subscriptions are increased; or
(b) request Additional Usage at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(i) the Supplier shall evaluate the Client's request for Additional Usage and grant or refuse the request (in its sole discretion);
(ii) if the Supplier approves the Client’s request to purchase Additional Usage, the Client shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such Additional Usage at the relevant price at the time of the request and, if such Additional Usage is purchased by the Client part way through the Term, such Fees shall be pro-rated for the remainder of the Term and the Minimum Commitment shall be increased in line with such Additional Usage for the remainder of the Term.
6.4 Unless otherwise set out in the Order PackForm, the Supplier may adjust the Minimum Users on renewal Commitment throughout the contract term, subject to reflect any adjustments made to the User Subscriptions written approval and in accordance line with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the PartiesThird Party terms and conditions.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the 7.1 The Supplier grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Cloud Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 7.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Cloud Services;
(cb) each Authorised User shall keep a secure password or other biometric and confidential any unique identifiers required for the authentication for their use of the Third Party Services and/or Subscription Cloud Services (as the case may be) and that each Authorised User shall keep their password confidential);
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the ClientCustomer’s use of the Third Party Services and Subscription Cloud Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(e7.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e7.2(d) reveal that the Client Customer has underpaid Fees to the Supplier and/or individuals are using the Third Party Services or Cloud Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. 7.3 The Customer may, from time to time during any Term:
(a) request that the User Subscriptions decrease providing it does not decrease below the Minimum Users unless in accordance with Clause 7.4 or as otherwise agreed by the Supplier or;
(b) request Additional Users at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(i) The Supplier shall evaluate the Customer's request for Additional User subscriptions and grant or refuse the request (in its sole discretion).
(ii) If the Supplier approves the Customer’s request to purchase Additional User subscriptions, the Customer shall, within fourteen (14) days of the date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such Additional User subscriptions at the relevant price at the time of the request and, if such Additional User subscriptions are purchased by the Customer part way through the Term, such fees shall be pro-rated for the remainder of the Term.
7.4 Unless otherwise set out in the Order PackStatement of Work, the Supplier may adjust the Minimum Users on renewal every six (6) months following the Services Commencement Date to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 7 over the previous twelve six (126) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause and clause , the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-non- exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s written request from at any time to timeor times;
(e) it shall permit the Supplier to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(e) clause reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) clause reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out the Order form within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause , 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause ; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the 7.1 The Supplier grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Term solely in object code form and for the Client's Customer’s internal business operations.
9.2. 7.2 By placing an order with the Supplier, the Customer represents and warrants that the Customer has accepted the Customer Agreement.
7.3 Once an order for Subscription Services has been accepted by the Supplier, :
a) Subscription Services shall continue for the duration set out in of the Agreement or the applicable Order Pack Statement of Work (as the case may be) unless and until terminated in compliance with the Agreement; and/or
b) unless otherwise specified in the Statement of Work, adjustments may be made to increase the Minimum Users or decrease the Minimum Users below any current Minimum User provisioned (with any decrease being by no more than 10% of the then current Minimum Users) and not to be an absolute reduction below the minimum number of service users of no. 50 users for the PROTECT service provider by the Supplier.
9.3. 7.4 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the ClientCustomer’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarteryear, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(ed) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(ed) reveal that the Client Customer has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment within ten thirty (1030) Business Days days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, 7.5 If the Supplier may adjust (in its reasonable opinion) deems that: (i) the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions Customer is in accordance with this breach of Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and7.4, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.or
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Client Customer a non-non- exclusive, non-transferable right and licenceright, without the right to grant sublicencessub-licences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation in the Territory during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed YY / the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 2.2.3 The customer shall ensure that it puts in place a security policy which includes an appropriate standard for complexity for all passwords, and an appropriate frequency to change all passwords:
2.2.4 each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed in line with current best security practice, and that each Authorised User shall keep their password confidential;
(d) 2.2.5 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Security Alliance within five (5) Business Days of the SupplierSecurity Alliance’s written request from at any time to timeor times;
(e) 2.2.6 it shall permit the Supplier Security Alliance to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's Security Alliance’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.7 if any of the audits referred to in Clause 9.3(e) clause 2.2.6 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's Security Alliance’s other rights, the Client Customer shall promptly disable such passwords and the Supplier Security Alliance shall not issue any new passwords to any such individual; and;
(g) 2.2.8 if any of the audits referred to in Clause 9.3(e) clause 2.2.6 reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSecurity Alliance, then without prejudice to the Supplier's Security Alliance’s other rights, the Client Customer shall pay to the Supplier Security Alliance an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 within ten (10) Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Malware or any material during the course of its use of the Services that:
2.3.1 is, promotes or facilitates unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive activity;
2.3.2 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.3 is otherwise illegal or causes damage or injury to any person or property, and Security Alliance reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 2.3.
2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Supplierparties and except to the extent expressly permitted under this Agreement:
2.4.1.1 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
2.4.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 use the Services and/or Documentation to provide services to third parties; or
2.4.4 subject to clause 14.7, 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
2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify Security Alliance.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 2 contracts
Sources: Software Subscription Agreement, Software Subscription Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 5.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 6.3 and clause 4.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 5 and the other terms and conditions of this the Agreement, the Supplier Artifax hereby grants to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicencessublicenses, to permit the Authorised Authorized Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 5.2 In relation to the Authorised Authorized Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Authorized Users that it authorises authorizes to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;, and
(b) in relation to named User Subscriptions, it will not allow or suffer any named User Subscription to be used by more than one individual Authorised Authorized User unless it has been reassigned in its entirety to another individual Authorised Authorized User, in which case the prior Authorised Authorized User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;Documentation, and
(c) in relation to concurrent or unlimited User Subscriptions, it will require each Authorised individual Authorized User to maintain the confidentiality of login and password details and not share or permit any third-party to use them without the Customer’s prior consent, and
(d) each Authorized User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation and that each Authorised Authorized User shall keep their his password confidential;, and
(de) it shall maintain a written, up to date list of current Authorised Authorized Users and provide such list to the Supplier Artifax within five (5) 5 Business Days of the Supplier’s Artifax's written request from at any time to time;or times, and
(ef) it shall permit the Supplier Artifax to audit the Client’s use Services in order to establish the identity of the Third Party Services and Subscription Services for each Authorised Authorized User. Such audit may be conducted no more than once per quarter, at the SupplierArtifax's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;, and
(fg) if any of the audits referred to in Clause 9.3(eclause 5.2(f) reveal that any password has been provided to any individual who is not an Authorised Authorized User, then without prejudice to the Supplier▇▇▇▇▇▇▇'s other rights, the Client Customer shall promptly disable such passwords and the Supplier Artifax shall not issue any new passwords to any such individual; , and
(gh) if any of the audits referred to in Clause 9.3(eclause 5.2(f) reveal that the Client Customer has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersArtifax, then without prejudice to the SupplierArtifax's other rights, the Client Customer shall pay to the Supplier Artifax an amount equal to such underpayment as calculated in accordance with the prices set out in the Quote within ten (10) 14 Business Days of the date of the relevant audit audit.
5.3 The Customer shall not access, store, distribute or upon request by transmit any Viruses, or any material during the Suppliercourse of its use of the Services that is unlawful, promptly harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, or that facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or is otherwise illegal or causes damage or injury to any person or property, and Artifax reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to such individualsany material that breaches the provisions of this clause 5.
9.4. Unless otherwise set out in the Order Pack, the Supplier 5.4 The Customer shall not:
(a) except as may adjust the Minimum Users on renewal to reflect be allowed by any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed applicable law which is incapable of exclusion by agreement between the Parties, and except to the extent expressly permitted under the Agreement: 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 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation, or
(c) use the Services and/or Documentation to provide services to third-parties, or
(d) subject to clause 18.9, 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 Authorized Users, or
(e) attempt to obtain, or assist third-parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 5.
9.5. 5.5 The relevant Order Pack Customer shall specify whether use all reasonable endeavors to prevent any unauthorized access to, or not use of, the Client is permitted to adjust Services and/or the number of Minimum Users purchased during the Term Documentation and, if permittedin the event of any such unauthorized access or use, shall provide a framework as to how such adjustment can be requested by the Clientpromptly notify Artifax.
9.6. 5.6 The rights provided under this Clause 14.19 clause 5 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 2 contracts
Sources: Standard Terms and Conditions, Standard Terms and Conditions
User Subscriptions. 9.13.1. In consideration The maximum number of User Subscriptions the Fee paid by Customer is entitled to register shall be stated on the Client Front Sheet (subject to any increase in the number of User Subscriptions permitted in accordance with clause 4).
3.2. Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 4 and clause 10, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 3 and the other terms and conditions of this Agreement, the Supplier Dashboard Technology Limited hereby grants to the Client Customer a non-exclusivenonexclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operationsoperations and for no other purpose.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.33.3. In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 3.3.1. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 3.3.2. each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than 12 monthly and that each Authorised User shall keep their password confidential. Where the Customer uses a Single Sign On function, the obligation to keep all passwords secure and confidential shall continue to apply, and the Customer shall be responsible for ensuring that users of the Services are Authorised Users;
(d) 3.3.3. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Dashboard Technology Limited within five (5) 5 Business Days of the SupplierDashboard Technology Limited’s written request from at any time to timeor times;
(e) it shall permit 3.3.4. if Dashboard Technology Limited identifies that the Supplier Customer has underpaid Subscription Fees to audit the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rightsDashboard Technology Limited, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier Dashboard Technology Limited an amount equal to such underpayment as calculated in accordance with the prices set out the Front Sheet within ten (10) 10 Business Days of an invoice from Dashboard Technology Limited.
3.4. The Customer shall not, and shall procure that the date Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the relevant audit Services that:
3.4.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or upon request by racially or ethnically offensive;
3.4.2. facilitates illegal activity, depicts sexually explicit images or promotes unlawful violence;
3.4.3. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
3.4.4. causes damage or injury to any person or property, and Dashboard Technology Limited reserves the Supplierright, promptly without liability to the Customer, to disable the Customer’s access to such individualsany material that breaches the provisions of this clause.
9.43.5. Unless The Customer shall not, and shall procure that the Authorised Users shall not, 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:
3.5.1. 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;
3.5.2. attempt to reserve compile, disassemble, reverse engineer or otherwise set out reduce to human-perceivable form all or any parts of the Software;
3.5.3. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
3.5.4. use the Services and/or Documentation to provide services to third parties;
3.5.5. licence, 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
3.5.6. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3.
3.6. The Customer shall procure that all Authorised Users shall use all reasonable endeavours to prevent any unauthorised access to, or use of the Software, the Services and/or the Documentation and, in the Order Packevent of any such unauthorised access or use, shall promptly notify Dashboard Technology Limited. The Customer acknowledges that the Supplier may adjust Software and the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions existence and content of this Agreement constitutes Dashboard Technology Limited’s Confidential Information which must be treated in accordance with this Clause 9 over the previous twelve (clause 12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.63.7. The rights provided under this Clause 14.19 clause 3 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 2 contracts
Sources: Standard Terms and Conditions, Standard Terms and Conditions
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-non- exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than 72 days and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(e) it shall permit the Supplier to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 19.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 2 contracts
Sources: Software as a Service (Saas) Agreement, Software Subscription Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicencessub-licences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal lawful and legitimate business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(c) 2.2.3 each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) Services, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential;
(d) 2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) 2.2.5 it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised UserUser and the Customer's data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.6 if any of the audits referred to in Clause 9.3(e) clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) 2.2.7 if any of the audits referred to in Clause 9.3(e) clause 2.2.5 reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request by transmit any Viruses, or any material during the Suppliercourse of its use of the Services that:
2.3.1 is unlawful, promptly harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to such individualsany material that breaches the provisions of this clause.
9.4. Unless otherwise set out in 2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made parties and except to the User Subscriptions extent expressly permitted under this agreement:
2.4.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in accordance any form or media or by any means; or
2.4.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
2.4.2 access all or any part of the Services in order to build a product or service which competes with this Clause 9 over the previous twelve (12) months Services;
2.4.3 use the Services to provide services to third parties;
2.4.4 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users;
2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to clause 2; or
2.4.6 introduce or permit the Client onlyintroduction of, any Virus into the Supplier's network and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Packinformation systems.
9.7. Termination 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this AgreementSupplier.
Appears in 2 contracts
Sources: Software as a Service Subscription Agreement, Software as a Service Customer Subscription Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 7.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier Semestry hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) solely in object code form and for the Client's internal business operationsSubscription Term.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.1 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 2.2.2 each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their his password confidential;
(d) 2.2.3 it shall require each Authorised User to accept the Authorised User Terms and Conditions;
2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Semestry within five (5) 5 Business Days of the Supplier’s Semestry's written request from at any time to timeor times;
(e) 2.2.5 it shall permit the Supplier Semestry to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierSemestry's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.6 if any of the audits referred to in Clause 9.3(e) clause 2.2.55 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierSemestry's other rights, the Client Customer shall promptly disable such passwords and the Supplier Semestry shall not issue any new passwords to any such individual; and
(g) if 2.2.7 it shall not permit the number of Authorised Users to exceed the number of User Subscriptions purchased
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and Semestry reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches any of the audits referred provisions of this clause and/or to in Clause 9.3(e) reveal that disable or suspend the Client has underpaid Fees Customer’s and/or any Authorised User’s access to the Supplier Services in the event that any material breaches any of the provisions of this clause and/or individuals are using to remove any material which breaches any of the Third Party provisions of this clause.
2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Services who are not and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 use the Services and/or Documentation to provide services to third parties; or
2.4.4 subject to clause 20.1, 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
2.4.5 access all or any part of the Services using scripting or other automated systems or use such scripting or other automated systems to read, without prejudice insert or modify the Software and/or Documentation; or
2.4.6 access, copy or otherwise manipulate data connected to the Supplier's other rightsprovision of the Services located in browser caches; or
2.4.7 attempt to obtain, the Client shall pay or assist third parties in obtaining, access to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the SupplierServices and/or Documentation, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or other than as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Packclause 2.
9.7. Termination 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack such unauthorised access or this Agreementuse, promptly notify Semestry.
Appears in 1 contract
Sources: Subscription Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the 6.1 The Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the Supplier or relevant Third Party grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 6.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password any passwords used confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the ClientCustomer’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that the Client Customer has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. 6.3 The Customer may, from time to time during any Term:
(a) subject to the NCE Subscription Terms and the Statement of Work, request that the User Subscriptions are increased but the Customer is not permitted to decrease below the Minimum Commitment provisioned; or
(b) request Additional Usage at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(a) The Supplier shall evaluate the Customer's request for Additional Usage and grant or refuse the request (in its sole discretion).
(b) If the Supplier approves the Customer’s request to purchase Additional Usage, the Customer shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such Additional Usage at the relevant price at the time of the request and, if such Additional Usage is purchased by the Customer part way through the Term, such fees shall be pro-rated for the remainder of the Term.
6.4 Unless otherwise set out in the Order PackStatement of Work, the Supplier may adjust the Minimum Users Commitment on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 6 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the 6.1 The Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the Supplier or relevant Third Party grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in Term of the applicable Order Pack) Statement of Work solely in object code form and for the Client's internal business operationsoperations pursuant to the terms of the applicable Licence Agreement and/or Third Party Terms.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 6.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password any passwords used confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(e6.2
(d) reveal that any password has been provided to any individual who is not an a Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. 6.3 The Client may, from time to time during any Term:
(a) subject to the Statement of Work, request that the User Subscriptions are increased but the Client is not permitted to decrease below the Minimum Commitment provisioned; or
(b) request Additional Usage at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(a) the Supplier shall evaluate the Client's request for Additional Usage and grant or refuse the request (in its sole discretion);
(b) if the Supplier approves the Client’s request to purchase Additional Usage, the Client shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such Additional Usage at the relevant price at the time of the request and, if such Additional Usage is purchased by the Client part way through the Term, such Fees shall be pro-rated for the remainder of the Term.
6.4 Unless otherwise set out in the Order PackStatement of Work, the Supplier may adjust the Minimum Users Commitment [on renewal renewal] [OR] [the anniversary of the Commencement Date] [OR] [1st January of each year] to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 6 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in Subscription Term at the applicable Order Pack) location solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than quarterly and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written or IBM on request from time to time;
(e) it shall permit the Supplier or IBM (or their appointed representative) to audit the Client’s Services and the use of the Third Party Software and Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at by the Supplier's expense, and Customer in order to ensure its compliance with this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of businessAgreement;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised UserUser or that the Customer has breached the terms of this Agreement, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and;
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment within ten underpayment; and
(10h) Business Days if any of the date audits referred to in clause 2.2(e) reveal that the Customer has breached the terms of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out this Agreement in the Order Packany way, the Supplier may adjust will inform IBM of such breach and the Minimum Users Customer will indemnify the Supplier against any payments IBM require to be made in respect of such breach.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on renewal race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to reflect any adjustments made person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the User Subscriptions in accordance with Customer, to disable the Customer's access to any material that breaches the provisions of this Clause 9 over the previous twelve clause.
2.4 The Customer shall not:
(12a) months or except as otherwise agreed may be allowed by any applicable law which is incapable of exclusion by agreement between the Partiesparties:
(i) and except to the extent expressly permitted under this Agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 22.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: License Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client
4.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 5.3 and clause 11.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 4 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during and the relevant licence term (as set out in the applicable Order Pack) solely in object code form and Documentation for the Client's internal business operationsPurpose.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 4.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 4.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 4.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 4.2.3 each Authorised User shall keep a secure password or other biometric authentication for their his/her use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, and that each Authorised User shall keep their his/her password confidential;
(d) 4.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from at any time to timeor times;
(e) 4.2.5 it shall permit the Supplier to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;business;
(f) 4.2.6 if any of the audits referred to in Clause 9.3(e) clause 4.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) 4.2.7 if any of the audits referred to in Clause 9.3(e) clause 4.2.5 reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment within as calculated in accordance with the prices set out in the Customer ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Debit Order Form ten ([10) ] Business Days of the date of the relevant audit audit.
4.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
4.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
4.3.2 facilitates illegal activity;
4.3.3 depicts sexually explicit images;
4.3.4 promotes unlawful violence;
4.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
4.3.6 causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
4.4 The Customer shall not:
4.4.1 except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties:
4.4.1.1 and except to the extent expressly permitted under this Agreement, 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
4.4.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
4.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
4.4.3 use the Services and/or Documentation to provide services to third parties; or
4.4.4 subject to clause 21.1, 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
4.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4; and
4.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 4.6 The rights provided under this Clause 14.19 clause 4 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Subscription Agreement
User Subscriptions. 9.1. In consideration 2.1 Subject to the Buyer’s payment of the Fee paid by Subscription Fees in accordance with clause 9.1, the Client to the Supplier in respect of the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2.1 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Buyer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) solely in object code form and for the Client's internal business operationsSubscription Term.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Buyer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) Services, that such password shall be changed at reasonable intervals and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(e) it shall permit the Supplier to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Buyer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that the Client Buyer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's ’s other rights, the Client Buyer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Buyer shall not access, store, distribute or upon request by transmit any Viruses, or any material during the Suppliercourse of its use of the Services that:
(a) is unlawful, promptly harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Buyer, to disable the Buyer’s access to such individualsany material that breaches the provisions of this clause.
9.4. Unless otherwise set out in 2.4 The Buyer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made parties:
(i) and except to the User Subscriptions extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in accordance any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services in order to build a product or service which competes with this Clause 9 over the previous twelve Services; or
(12c) months subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(d) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Packclause 1.2.
9.7. Termination 2.5 The Buyer shall use best endeavours to prevent any unauthorised access to, or use of, the Services, in the event of any such unauthorised access or use, promptly notify the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this AgreementSupplier.
Appears in 1 contract
Sources: Software as a Service Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier Asis hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User Documentation and shall keep their his password confidentialconfidential at all times;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Asis within five (5) 5 Business Days of the Supplier’s Asis’ written request from at any time to timeor times;
(e) it shall permit the Supplier Asis to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's Asis’ expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's Asis’ other rights, the Client Customer shall promptly disable such passwords and the Supplier Asis shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersAsis, then without prejudice to the Supplier's Asis’ other rights, the Client Customer shall pay to the Supplier Asis an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph Error! Reference source not found. of Schedule 1 within ten (10) 15 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Asis reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Supplierparties:
(i) and except to the extent expressly permitted under this agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 22.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify Asis.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Terms and Conditions of Supply
User Subscriptions. 9.14.1. In consideration of the Fee paid by the Client Subject to the Supplier in respect of the Subscriptions Services, terms and subject to the restriction sets out in this Clause 9 and the other terms conditions of this [Contract/Subscription Agreement], the Supplier grants to shall grant the Client Subscriber a non-non- exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) Service and the User Information during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the Client's Subscriber’s internal business operations.
9.2. Once an order for Subscription Services has been accepted by , unless agreed otherwise between the Supplier, Subscription Services shall continue for the duration set out Parties in the applicable Order Pack unless and until terminated in compliance with the Agreement.Contract
9.34.2. In relation to the Authorised Users, the Client Customer shall use reasonable endeavours to procure that Subscriber undertakes that:
(a) 4.2.1. the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services Service and the User Information shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 4.2.2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised UserUser in accordance with the Subscription Agreement, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services Service and/or Subscription ServicesUser Information;
(c) 4.2.3. each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Service and User Information, that such password shall be regularly and frequently changed consistent with the Subscription Services (as Agreement or the case may be) Supplier published security policy and that each Authorised User shall keep their his password confidential;
(d) 4.2.4. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s Supplier written request from at any reasonable time to timeor times;
(e) 4.2.5. it shall permit the Supplier or the Supplier’s designated auditor to audit the Client’s use of Service in order to establish compliance with this [Contract/Subscription Agreement]. At the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's Supplier expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientSubscriber's normal conduct of business;
4.2.6. each audit referred to at Paragraph 2.2.5 may be conducted no more than once every twelve (f12) month period unless the Supplier has reasonable grounds to suspect none compliance in which case this limit shall not apply;
4.2.7. if any of the audits referred to in Clause 9.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.to
Appears in 1 contract
Sources: General Terms and Conditions of Purchase of Cloud Services
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (and Documentation, that such password shall be changed as required by the case may be) Supplier and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) it shall permit the Supplier or the Supplier's designated auditor to audit the ClientCustomer’s use of the Third Party Services and Subscription Services for each Authorised Userto audit compliance with this Agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password individual has been provided access to any individual the Services who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly Supplier may disable access to the Services for such passwords individuals and the Supplier Customer shall not issue any new passwords user account to any such individual; and;
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the Supplie’'s then-current prices within ten (10) 10 Business Days of the date of the relevant audit audit; and
(h) access by Customer to the Services for the first time shall be provided by Supplier upon completion of Onboarding. Onboarding shall commence on the Commencement Date or upon request on such later date agreed in writing by the Supplier, promptly disable access to such individuals.
9.4Parties. Unless otherwise set out in the Order Pack, the The Supplier may adjust the Minimum Users on renewal to reflect any adjustments made shall complete Onboarding within a reasonable period subject to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be Customer providing all information requested by the ClientSupplier that is required to complete Onboarding.
9.6. 2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 2.3.
2.4 The Customer 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 and/or Service Content (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; or
(b) access all or any part of the Services and/or Documentation and/or Service Content in order to build a product or service which competes with the Services and/or the Documentation and/or the Service Content; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation and/or Service Content available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation and/or Service Content, other than as provided under this clause 2; or
(f) introduce or permit the introduction of any Virus or Vulnerability into the Supplier's network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and/or the Service Content and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.6 Unless otherwise agreed in writing by the Supplier the rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Terms and Conditions
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the 6.1 The Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the Supplier or relevant Third Party grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in Term of the applicable Order Pack) Statement of Work solely in object code form and for the Client's internal business operationsoperations pursuant to the terms of the applicable Licence Agreement and/or Third Party Terms.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 6.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password any passwords or other biometric multi-factor authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password used confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment such
6.3 The Client may, from time to time during any Term:
(a) subject to the NCE Subscription Terms, the Licence Agreement, other Third Party Terms and the Statement of Work, request that the User Subscriptions are increased; or
(b) request Additional Usage at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(i) the Supplier shall evaluate the Client's request for Additional Usage and grant or refuse the request (in its sole discretion);
(ii) if the Supplier approves the Client’s request to purchase Additional Usage, the Client shall, within ten thirty (1030) Business Days days of the date of the Supplier’s invoice, pay to the Supplier the relevant audit or upon Fees for such Additional Usage at the relevant price at the time of the request and, if such Additional Usage is purchased by the SupplierClient part way through the Term, promptly disable access to such individualsFees shall be pro-rated for the remainder of the Term and the Minimum Commitment shall be increased in line with such Additional Usage for the remainder of the Term.
9.4. 6.4 Unless otherwise set out in the Order PackStatement of Work, the Supplier may adjust the Minimum Users Commitment on renewal of each year to reflect reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 6 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 10.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operationsstudents’ academic studies while enrolled for a course or module at the Customer’s academic institution.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised UserUser and the Customer's data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer 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 or the Services; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 23.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into the Services or the Supplier's network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the 6.1 The Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the Supplier or relevant Third Party grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in Term of the applicable Order Pack) Form solely in object code form and for the Client's internal business operationsoperations pursuant to the terms of the applicable Licence Agreement and/or Third Party Terms.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 6.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password any passwords used confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. 6.3 The Client may, from time to time during any Term:
(a) subject to the NCE Subscription Terms and the Order Form, request that the User Subscriptions are increased but the Client is not permitted to decrease below the Minimum Commitment provisioned; or
(b) request Additional Usage at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(i) the Supplier shall evaluate the Client's request for Additional Usage and grant or refuse the request (in its sole discretion);
(ii) if the Supplier approves the Client’s request to purchase Additional Usage, the Client shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such Additional Usage at the relevant price at the time of the request and, if such Additional Usage is purchased by the Client part way through the Term, such Fees shall be pro-rated for the remainder of the Term and the Minimum Commitment shall be increased in line with such Additional Usage for the remainder of the Term.
6.4 Unless otherwise set out in the Order PackForm, the Supplier may adjust the Minimum Users on renewal Commitment after the Initial Term or Subsequent Term, as applicable to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 6 over the previous twelve (12) months Initial Term or Subsequent Term or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the 6.1 The Supplier grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Term solely in object code form and for the Client's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 6.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and where a password is used, ensure that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;; Version: 2.0 Issues Date: 01/12/2022 Page 14 of 36 Classification: Public
(fe) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services and/or Subscription Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. 6.3 The Client may, from time to time during any Term:
(a) subject to the Statement of Work, request that the User Subscriptions are increased but the Client is not permitted to decrease below the Minimum Users provisioned; or
(b) request Additional Users at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(i) The Supplier shall evaluate the Client's request for Additional User subscriptions and grant or refuse the request (in its sole discretion).
(ii) If the Supplier approves the Client’s request to purchase Additional User subscriptions, the Client shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such Additional User subscriptions at the relevant price at the time of the request and, if such Additional User subscriptions are purchased by the Client part way through the Term, such fees shall be pro-rated for the remainder of the Term.
6.4 Unless otherwise set out in the Order PackStatement of Work, the Supplier may adjust the Minimum Users on renewal 1 April to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 6 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the 7.1 The Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the Supplier or relevant Third Party grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in Term of the applicable Order Pack) Statement of Work solely in object code form and for the Client's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 7.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password any passwords used confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(e7.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e7.2(d) reveal that the Client has underpaid Fees Charges to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. 7.3 The Client may, from time to time during any Term:
(a) subject to the NCE Subscription Terms and the Statement of Work, request that the User Subscriptions are increased but the Client is not permitted to decrease below the Minimum Commitment provisioned; or
(b) request Additional Usage at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(c) the Supplier shall evaluate the Client's request for Additional Usage and grant or refuse the request (in its sole discretion);
(d) if the Supplier approves the Client’s request to purchase Additional Usage, the Client shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant Charges for such Additional Usage at the relevant price at the time of the request and, if such Additional Usage is purchased by the Client part way through the Term, such Charges shall be pro-rated for the remainder of the Term.
7.4 Unless otherwise set out in the Order PackStatement of Work, the Supplier may adjust the Minimum Users Commitment on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 7 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.twelve
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and Error! Bookmark not defined.Error! Reference source not found., the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User Pharmacy, unless it has been reassigned in its entirety to another individual Authorised UserPharmacy, in which case the prior Authorised User Pharmacy shall no longer have any right to access or use the Third Party Services and/or Subscription Servicesand;
(cb) each Authorised User shall keep a secure the password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) Services, that such password shall be changed no less frequently than 3 months and that each Authorised User shall keep their password confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s 's written request from at any time to timeor times;
(ed) it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name of the Third Party Services and Subscription Services for each Authorised UserUser and the Customer's data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Error! Bookmark not defined.Error! Reference source not found. of Error! Reference source not found. within ten (10) 10 Business Days of the date of the relevant audit audit.
(g) each Authorised User shall be made of aware of these terms, and will comply by them.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer 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; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and to provide services to third parties; or
(d) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.
(g) use the services and information available therein to obtain more favourable deals directly with any Product Provider.
(h) Circumvent in anyway the interests - commercial or otherwise of the Supplier with the Product Providers.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Terms and Conditions
User Subscriptions. 9.18.1. In consideration of the Fee paid by the Client to the Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the The Supplier grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.38.2. In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and where a password is used, ensure that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the ClientCustomer’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(e8.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e8.2(d) reveal that the Client Customer has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.48.3. The Customer may, from time to time during any Term:
(a) unless otherwise specified in writing, request that the User Subscriptions decrease providing it does not decrease below the Minimum Users unless in accordance with Clause 8.4 or as otherwise agreed by the Supplier; or
(b) request for more Authorised Users at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(i) The Supplier shall evaluate the Customer's request for additional User Subscriptions and grant or refuse the request (in its sole discretion).
(ii) If the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such additional User Subscriptions at the relevant price at the time of the request and, if such additional User Subscriptions are purchased by the Customer part way through the Term, such fees shall be pro-rated for the remainder of the Term.
8.4. Unless otherwise set out in the Order Packa Service Specification, the Supplier may adjust the Minimum Users on renewal the anniversary of the Commencement Date to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 8 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-non- exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s written request from at any time to timeor times;
(e) it shall permit the Supplier to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal clause 2.2(e)reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten ([10) ] Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 19.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 7.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier Semestry hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) solely in object code form and for the Client's internal business operationsSubscription Term.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.1 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 2.2.2 each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their his password confidential;
(d) 2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Semestry within five (5) 5 Business Days of the Supplier’s Semestry's written request from at any time to timeor times;
(e) 2.2.4 it shall permit the Supplier Semestry to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierSemestry's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.5 if any of the audits referred to in Clause 9.3(e) clause 2.2.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierSemestry's other rights, the Client Customer shall promptly disable such passwords and the Supplier Semestry shall not issue any new passwords to any such individual; and
(g) if 2.2.6 it shall not permit the number of Authorised Users to exceed the number of User Subscriptions purchased
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and Semestry reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches any of the audits referred provisions of this clause and/or to in Clause 9.3(e) reveal that disable or suspend the Client has underpaid Fees Customer’s and/or any Authorised User’s access to the Supplier Services in the event that any material breaches any of the provisions of this clause and/or individuals are using to remove any material which breaches any of the Third Party provisions of this clause.
2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Services who are not and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 use the Services and/or Documentation to provide services to third parties; or
2.4.4 subject to clause 20.1, 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
2.4.5 access all or any part of the Services using scripting or other automated systems or use such scripting or other automated systems to read, without prejudice insert or modify the Software and/or Documentation; or
2.4.6 access, copy or otherwise manipulate data connected to the Supplier's other rightsprovision of the Services located in browser caches; or
2.4.7 attempt to obtain, the Client shall pay or assist third parties in obtaining, access to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the SupplierServices and/or Documentation, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or other than as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Packclause 2.
9.7. Termination 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack such unauthorised access or this Agreementuse, promptly notify Semestry.
Appears in 1 contract
Sources: Subscription Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 6.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreement, the Supplier ToffeeX hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, and that each Authorised User shall keep their password confidential;.
2.3 The Customer 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 or the Services; or
(b) conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Software, Documentation and/or the Services.
(c) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(d) it shall maintain a written, up use the Services and/or Documentation to date list of current Authorised Users and provide such list services to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;third parties; or
(e) it shall permit license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Supplier Services and/or Documentation available to audit any third party except the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarterUsers, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;or
(f) if any of the audits referred attempt to obtain, or assist third parties in Clause 9.3(e) reveal that any password has been provided to any individual who is not an Authorised Userobtaining, then without prejudice access to the Supplier's Services and/or Documentation, other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individualthan as provided under this clause 2; andor
(g) if introduce or permit the introduction of any of Virus or vulnerability into the audits referred Services or ToffeeX's network and information systems.
2.4 The Customer shall use all reasonable endeavours to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Usersprevent any unauthorised access to, without prejudice to the Supplier's other rightsor use of, the Client shall pay to Services and/or the Supplier an amount equal to Documentation and, in the event of any such underpayment within ten (10) Business Days of the date of the relevant audit unauthorised access or upon request by the Supplieruse, promptly disable access to such individuals.notify ToffeeX.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.5 The rights provided under this Clause 14.19 clause 2 are granted to the Client only, Customer only and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Services Agreements
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-non- exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their Documentation, such password confidentialto be kept confidential and not permit anyone else to access a multi-factor authentication device;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised UserUser and the Customer's data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, upload, distribute or upon request transmit any Viruses, personal data or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer 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; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 22.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of any Virus or Vulnerability into the Supplier's network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client only, Customer only and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
User Subscriptions. 9.1. In consideration of 2.1 Subject to the Fee paid Customer purchasing subscriptions (“User Subscriptions”) which entitle employees, agents and independent contractors authorised by the Client Customer (“Authorised Users”) to use the Supplier services described in respect of the Subscriptions Order via ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (“Services, and subject to the restriction sets out in this Clause 9 ”) and the other terms of documents which describe the Services and the user instructions (“Documentation”) in the Location shown in the Order to access and use the Services in accordance with this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licencesolely for the Customer's internal business operations during the Subscription Term, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services, including the supply of any data or information, in whatever form including images, still and moving, and sound recordings, the provision of which is comprised in the Services (as applicable) during “Data”).
2.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall use reasonable endeavours to activate the additional User Subscriptions within 5 UK business days of its approval of the Customer's request.
2.3 The Customer shall pay to the Supplier the relevant licence term (fees for such additional User Subscriptions as set out in the applicable Order Pack) solely in object code form and and, if such additional User Subscriptions are purchased by the Customer part way through the Subscription Term, such fees shall be pro-rated from the date of activation by the Supplier for the Client's internal business operationsremainder of the Subscription Term.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. In relation to the Authorised Users, the Client 2.4 The Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation at any given time (and any employee of the Customer who has access to the Data through an API is an Authorised User whether they have log-in details or not) shall not exceed the number of User Subscriptions it has purchased from time to time;purchased; and
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;Documentation.
2.5 The Customer acknowledges that the Supplier may use its admin access to confirm that use of the Services is in accordance with this agreement and, as appropriate and without prejudice to its other rights, the Supplier may: (i) promptly disable any passwords; (ii) charge the Customer for any unauthorised use; and/or (iii) at its discretion suspend or terminate the Services as a whole.
2.6 The Customer shall not access, store, distribute or transmit any worms, trojan horses, viruses, or any material during the course of its use of the Services that is unlawful or that might damage Supplier’s reputation.
2.7 The Customer 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 online software applications provided by the Supplier as part of the Services (“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; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) each ensure Authorised User shall keep a secure password Users do not share login credentials with anyone inside or other biometric authentication for their use outside of the Third Party Services and/or Subscription Services (as Customer’s firm or Location, nor assign new login credentials to anyone outside the case may be) and that each Authorised User shall keep their password confidential;Customer firm; or
(d) it shall maintain a written, up use the Services and/or Documentation to date list of current Authorised Users and provide such list services to third parties save where expressly authorised by Supplier in the Supplier within five (5) Business Days of the Supplier’s written request from time to time;Order; or
(e) it shall permit license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Supplier Services and/or Documentation available to audit any third party except the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;Users; or
(f) if any of the audits referred attempt to obtain, or assist third parties in Clause 9.3(e) reveal that any password has been provided to any individual who is not an Authorised Userobtaining, then without prejudice access to the Supplier's Services and/or Documentation, other rightsthan as provided under this clause.
2.8 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Client shall promptly disable such passwords and Services and/or the Supplier shall not issue any new passwords to Documentation and, in the event of any such individual; and
(g) if unauthorised access or use, or suspicion of any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Userssuch unauthorised access or use, without prejudice to promptly notify the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.9 The rights provided under this Clause 14.19 clause are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Subscription and Data Licence Terms
User Subscriptions. 2.1 Subject to:
(a) the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1. In consideration of ;
(b) the Fee paid by Customer complying with the Client to the Supplier in respect of the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 and clause 2;
(c) the Customer complying with the Special Conditions;
(d) the Authorised Users complying with the ▇▇▇▇; and
(e) the Customer complying with the other terms and conditions of this Agreement, the Supplier TRL hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in Subscription Term solely for the applicable Order Pack) solely in object code form Customer's Internal Business Operations and for the Client's internal business operationsPermitted Purpose. The licence granted pursuant to this clause 2.1, shall not permit the Customer the right to grant sub-licences, unless TRL has given written consent to sub-contracting pursuant to clause 22.1,
2.2 The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
9.2. Once 2.3 In relation to scope of use referenced in clause 2.1, the Customer has no right (and shall not permit an order for Subscription Services has been accepted Authorised User or third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to any Software in whole or in part, except to the extent permitted by the Supplier, Subscription Services shall continue for the duration set out law and/or as expressly provided in the applicable Order Pack unless and until terminated in compliance with the this Agreement.
9.3. 2.4 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time pursuant to timethis Agreement as more particularly detailed in the Order Form;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than every 3 months and that each Authorised User shall keep their his password confidential;
(d) without prejudice to the generality of the foregoing, it shall not allow or suffer any Authorised User to share his/her user credentials (password and user name) with any other person save as expressly permitted by this Agreement and the ▇▇▇▇;
(e) it shall maintain a written, up to date list of current Authorised Users and shall provide such list to the Supplier TRL within five (5) 5 Business Days of the Supplier’s TRL's written request from at any time to timeor times;
(ef) it will notify TRL as soon as it becomes aware of any unauthorised use of the Software by any person;
(g) it shall permit the Supplier TRL to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierTRL's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(fh) if any of the audits referred to in Clause 9.3(eclause 2.4(g) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierTRL's other rights, the Client Customer shall promptly disable such passwords and the Supplier TRL shall not issue any new passwords to any such individual; and
(gi) if any of the audits referred to in Clause 9.3(eclause 2.4(g) reveal that the Client Customer has underpaid Fees its Subscription Fee to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersTRL, then without prejudice to the SupplierTRL's other rights, the Client Customer shall pay to the Supplier TRL an amount equal to such underpayment as calculated in accordance with TRL’s prices for the Services applicable at the time within ten (10) 10 Business Days of the date of the relevant audit audit.
2.5 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and TRL reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.6 TRL shall provide the Customer with automatic updates to the Software that are generally made available to all its customers. TRL warrants that any such update will not adversely affect the then existing facilities or functions of the Software.
2.7 The Customer 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; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) use the Services and/or Documentation other than for the Permitted Purpose; or
(e) provide processing services, commercial timesharing, rental, sharing arrangements with regards to the Services;
(f) use the Services and/or permit access to all or any part of the Services and Documentation, outside of the Authorised Division; or
(g) subject to clause 22.1, 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
(h) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.8 The Third-Party Software shall be deemed to be incorporated within the Software for the purposes of this licence (except where expressly provided to the contrary) and use of the Third-Party Software by the SupplierCustomer and its Authorised Users shall be subject to the Third-Party Additional Terms. The Customer shall indemnify and hold TRL harmless against any loss or damage which it may suffer or incur as a result of breach by the Customer or its Authorised Users of any Third-Party Additional Terms howsoever arising. TRL may treat the Customer’s breach of any Third-Party Additional Terms as breach of this Agreement.
2.9 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify TRL.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.10 The rights provided under this Clause 14.19 clause 2 are granted to the Client Authorised Division of the Customer only, and shall not be considered granted to any subsidiary or holding company outside of the Client unless otherwise agreed in a Order PackAuthorised Division the Customer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Subscription Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the 7.1 The Supplier grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Term solely in object code form and for the Client's Customer’s internal business operations.
9.2. 7.2 By placing an order with the Supplier, the Customer represents and warrants that the Customer has accepted the Customer Agreement.
7.3 Once an order for Subscription Services has been accepted by the Supplier, :
(a) Subscription Services shall continue for the duration set out in of the Agreement or the applicable Order Pack Statement of Work (as the case may be) unless and until terminated in compliance with the Agreement; and/or
(b) unless otherwise specified in the Statement of Work, adjustments may only be made to increase the Minimum Users and not decrease below any current Minimum User provisioned.
9.3. 7.4 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the ClientCustomer’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;more
(fe) if any of the audits referred to in Clause 9.3(e7.4(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e7.4(d) reveal that the Client Customer has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. 7.5 If the Supplier (in its sole opinion) deems that: (i) the Customer is in breach of Clause 7.43, or (ii) any Authorised User(s) are using any Third Party Service or Subscription Service in breach of this Agreement or (iii) the Customer disables or removes accounts or, disables, deletes or changes any of the Azure resources or connectors the Supplier implements without prior agreement of the Supplier, then the Supplier may immediately suspend access to the Third Party Service or Subscription Service without any further liability to the Customer.
7.6 The Customer may, from time to time during the Term request for more Authorised Users at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(a) The Supplier shall evaluate the Customer's request for additional User Subscriptions and grant or refuse the request (in its sole discretion).
(b) If the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such additional User Subscriptions at the relevant price at the time of the request and, if such additional User Subscriptions are purchased by the Customer part way through the Term, such fees shall be pro- rated for the remainder of the Term.
7.7 Unless otherwise set out in the Order PackStatement of Work, the Supplier may adjust the Minimum Users on renewal every three (3) months to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 7 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. 7.8 Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack Statement of Work or this Agreement.
7.9 Where the Services include the supply of NCE Subscription Services, the NCE Subscription Terms shall apply in addition to this Agreement.
7.10 The Customer agrees that it shall remain responsible for all orders including any additional subscription licences provisioned under the Subscription Services placed via any portal by the Customer or any of its employees, agents or contractors, or the Supplier following the request of the Customer to order on their behalf. The Customer acknowledges that the Supplier will not be responsible for any licence or subscription fees that have been purchased or added through any portal in error by the Customer or any of its employees, agents or contractors.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer paying the Fees in respect of accordance with clause 9, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operationsoperations (unless expressly agreed by the Supplier in writing).
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall be required to use single-factor or multi-factor login methods as specified by the Supplier from time to time and each Authorised User shall keep a secure password or other biometric authentication all passwords required for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation secure, furthermore, such passwords shall be changed no less frequently than every 90 days and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to shall immediately revoke or ask the Supplier within five (5) Business Days of to revoke any User Account assigned to an individual whose employment with the Supplier’s written request from time to timeCustomer is terminated for any reason;
(e) it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised UserUser and the Supplier's data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and;
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the relevant prices set out in in this agreement within ten (10) 10 Business Days of the date of the relevant audit audit;
(h) each Authorised User shall be a named employee of the Customer and each Authorised User’s User Subscription will be allocated to a named employee’s email account which they use personally in their employment by the Customer;
(i) no User Subscription will be assigned to an email account which is used by more than one employee of the Customer, is a group email account or upon request is used for distribution lists and the Supplier may decline, suspend or terminate such a User Subscription considered to be in breach of this clause, in its absolute discretion; and
(j) all Authorised User email accounts must belong to the Customer’s Domain Name.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property, and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer 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; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with any part of the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties unless expressly agreed in advance in writing by the Supplier; or
(d) subject to clause 24.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed Customer. The Customer will appoint one or more Customer Administrators to assign each User Subscription in a Order Packaccordance with this agreement.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Software as a Service Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by 2.1 Subject to:
(a) the Client purchasing Credits and Views and paying the relevant Credit and View Fees to Diligencia in accordance with clause 8.1;
(b) the Supplier in respect of the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 and clause 2; and
(c) the other terms and conditions of this Agreementagreement, the Supplier Diligencia grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) Service during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the Client's internal business operationsoperations (which, for the avoidance of any doubt, shall include the Client incorporating data obtained from use of the Service within the reports it prepares for its own end users).
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) Service, that such password shall be changed no less frequently than monthly, and that each Authorised User shall keep their his password confidential;
(db) it shall maintain a writtenwritten or online, up to date list of current Authorised Users and provide such list to the Supplier Diligencia within five (5) Business Days of the Supplier’s Diligencia's written request from at any time to timeor times;
(ec) it shall permit the Supplier Diligencia to audit the Client’s use Service in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierDiligencia's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(fd) if any of the audits referred to in Clause 9.3(eclause 2.2(c) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierDiligencia's other rights, the Client shall promptly disable such passwords and the Supplier Diligencia shall not issue any new passwords to any such individual; and
(ge) if any of the audits referred to in Clause 9.3(eclause 2.2(c) reveal that the Client has underpaid Credit and View Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersDiligencia, then without prejudice to the SupplierDiligencia's other rights, the Client shall pay to the Supplier Diligencia an amount equal to such underpayment as calculated in accordance with the prices agreed within ten (10) Business Days of the date of the relevant audit audit.
2.3 The Client and any Authorised User shall not at any time:
(a) distribute or upon request transmit any Viruses to the Service or the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website;
(b) misuse the Service or the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website by knowingly introducing Viruses or any other material which is malicious or technologically harmful;
(c) gain or attempt to gain unauthorised access to the SupplierService or the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website, the server on which that site is stored, or any server, computer or database connected to such site; or
(d) attack the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website via a denial-of-service attack or a distributed denial-of service attack, and in the event of any breach of this clause 2.3, the Client’s right to use the Service will cease immediately and without further notice.
2.4 The Client shall not:
(a) except as allowed by mandatory provisions of applicable law attempt to:
(i) (except to the extent expressly permitted under this agreement) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or
(b) access all or any part of the Service in order to build a product or service which competes with the Service; or
(c) use the Service to provide any services to third parties (except that the Client may incorporate data obtained from use of the Service within the reports it prepares for its own end users); or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the Authorised Users except as permitted by this agreement; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Service, other than as provided under this clause 2.
2.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify Diligencia.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackClient.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Service Agreement
User Subscriptions. 9.18.1. In consideration of the Fee paid by the Client to the Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the The Supplier grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.38.2. In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and where a password is used, ensure that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the ClientCustomer’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(e8.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e8.2(d) reveal that the Client Customer has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.48.3. The Customer may, from time to time during any Term:
(a) unless otherwise specified in a Schedule or in writing, request that the User Subscriptions decrease providing it does not decrease below the Minimum Users unless in accordance with Clause 8.4 or as otherwise agreed by the Supplier; or
(b) request for more Authorised Users at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(i) The Supplier shall evaluate the Customer's request for additional User Subscriptions and grant or refuse the request (in its sole discretion).
(ii) If the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such additional User Subscriptions at the relevant price at the time of the request and, if such additional User Subscriptions are purchased by the Customer part way through the Term, such fees shall be pro-rated for the remainder of the Term.
8.4. Unless otherwise set out in the Order Packa Quote, the Supplier may adjust the Minimum Users on renewal the anniversary of the Commencement Date to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 8 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.4 and clause 8.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users authorised users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User authorised user unless it has been reassigned in its entirety to another individual Authorised Userauthorised user, in which case the prior Authorised User authorised user shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User authorised user shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than annually and that each Authorised User authorised user shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users authorised users and provide such list to the Supplier within five (5) 10 Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) it shall permit the Supplier to audit the Client’s use Services to establish the name and password of the Third Party Services and Subscription Services for each Authorised Userto user. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;.
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised Userauthorised user, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten (10) 30 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 22.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and/ or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Software as a Service Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by 3.1 Subject to the Client to purchasing the Supplier User Subscriptions in respect of accordance with clause 4.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 3 and the other terms and conditions of this AgreementContract, the Supplier ▇▇▇▇ hereby grants to the Client a non-exclusive, non-non- transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the Client's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 3.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Tang within five (5) 5 Business Days of the Supplier’s ▇▇▇▇'▇ written request from at any time to timeor times;
(e) it shall permit the Supplier ▇▇▇▇ to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierTang's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.clause 3.2
Appears in 1 contract
Sources: Contract for Services
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the 6.1 The Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the Supplier or relevant Third Party grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Term solely in object code form and for the Client's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 6.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password any passwords used confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. 6.3 The Client may, from time to time during any Term:
(a) subject to the NCE Subscription Terms and the Statement of Work, request that the User Subscriptions are increased but the Client is not permitted to decrease below the Minimum Commitment provisioned; or
(b) request Additional Usage at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(i) The Supplier shall evaluate the Client's request for Additional Usage and grant or refuse the request (in its sole discretion).
(ii) If the Supplier approves the Client’s request to purchase Additional Usage, the Client shall, within thirty (30) days of the date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such Additional Usage at the relevant price at the time of the request and, if such Additional Usage is purchased by the Client part way through the Term, such fees shall be pro-rated for the remainder of the Term.
6.4 Unless otherwise set out in the Order PackStatement of Work, the Supplier may adjust the Minimum Users Commitment on renewal the anniversary of the Commencement Date to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 6 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.twelve
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with 3.3 and 8.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation and that each Authorised User shall keep their password confidentialconfidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(e) it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised UserUser and the Customer's data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e2.2(d) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer 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; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to 22.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this 2; or
(f) introduce or permit the introduction of any Virus [or Vulnerability] into the Supplier's network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 3.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with this MSA, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 3 and the other terms and conditions of this AgreementMSA, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 3.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(c) each Authorised User shall shall, where applicable, keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised UserUser and the Customer's data processing facilities to audit compliance with this MSA. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 3.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(eclause 3.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the Order within ten (10) 10 Business Days of the date of the relevant audit audit.
3.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
3.4 The Customer 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 MSA:
(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 (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; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) use the Services to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 3; or
(f) introduce or permit the introduction of, any Virus into the Supplier's network and information systems.
3.5 The Supplier shall not intentionally or wilfully introduce or permit the introduction of any Virus into the Customer’s network and information systems.
3.6 Clause 3.4(d) is subject to the Customer receiving prior written authorisation from the Supplier to contract with a Third Party for the supply of the Services, such authorisation being at the Supplier’s sole discretion.
3.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 3.8 The rights provided under this Clause 14.19 clause 3 are granted to the Client only, Customer only and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier Technology Forge hereby grants to the Client Customer a non-exclusive, non-non- transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Technology Forge within five 5 (5five) Business Days of the SupplierTechnology Forge’s written request from at any time to timeor times;
(e) it shall permit the Supplier Technology Forge to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierTechnology Forge's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierTechnology Forge's other rights, the Client Customer shall promptly disable such passwords and the Supplier Technology Forge shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersTechnology Forge, then without prejudice to the Supplier's Technology Forge’s other rights, the Client Customer shall pay to the Supplier Technology Forge an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten 10 (10ten) Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property, and Technology Forge reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Supplierparties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the TF Cloud Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the TF Cloud Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 19.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify Technology Forge.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
User Subscriptions. 9.1. In consideration of the Fee paid by 2.1 Subject to the Client to purchasing the Supplier User Subscriptions in respect of accordance with clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier Client Engager hereby grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the Client's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(c) each Each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as and Documentation. Client Engager will provide a multi-factor authentication tool to help the case may be) and that each Authorised User shall keep Client protect their password confidential;data access. No responsibility is taken for the Client not deploying the tool nor its misuse nor for the Client setting a poor password..
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(eb) it shall permit the Supplier Client Engager to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierClient Engager's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(fc) if any of the audits referred to in Clause 9.3(eclause 2.2(b) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierClient Engager's other rights, the Client shall promptly disable such passwords and the Supplier Client Engager shall not issue any new passwords to any such individual; and
(gd) if any of the audits referred to in Clause 9.3(eclause 2.2(b) reveal that the Client has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersClient Engager, then without prejudice to the SupplierClient Engager's other rights, the Client shall pay to the Supplier Client Engager an amount equal to such underpayment as calculated within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Client shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Client Engager reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.
2.4 The Client shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Supplierparties:
(i) and except to the extent expressly permitted under this agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 20.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify Client Engager.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackClient. • 3. FREE TRIALS • NO CHARGE WILL BE MADE FOR THE USE OF THE SERVICES DURING A "FREE TRIAL" PERIOD. THE CLIENT IS NOT HOWEVER ENTITLED TO BENEFIT FROM MORE THAN ONE FREE TRIAL (if any).
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Client Engager Terms and Conditions
User Subscriptions. 9.15.1. In consideration Subject to the terms and conditions of the Fee paid by the Client to the Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this AgreementContract, the Supplier grants to shall grant the Client Subscriber a non-exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) Service and the User Information during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the Client's Subscriber’s internal business operations.
9.2. Once an order for Subscription Services has been accepted by , unless agreed otherwise between the Supplier, Subscription Services shall continue for the duration set out Parties in the applicable Order Pack unless and until terminated in compliance with the Agreement.Contract
9.35.2. In relation to the Authorised Users, the Client Customer shall use reasonable endeavours to procure that Subscriber undertakes that:
(a) 5.2.1. the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services Service and the User Information shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 5.2.2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised UserUser in accordance with the Subscription Agreement, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services Service and/or Subscription ServicesUser Information;
(c) 5.2.3. each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Service and User Information, that such password shall be regularly and frequently changed consistent with the Subscription Services (as Agreement or the case may be) Supplier published security policy and that each Authorised User shall keep their his password confidential;
(d) 5.2.4. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s Supplier written request from at any reasonable time to timeor times;
(e) 5.2.5. it shall permit the Supplier or the Supplier’s designated auditor to audit the Client’s use of Service in order to establish compliance with this [Contract/Subscription Agreement]. At the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's Supplier expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientSubscriber's normal conduct of business;
5.2.6. each audit referred to at Condition 2.2.5 may be conducted no more than once every twelve (f12) month period unless the Supplier has reasonable grounds to suspect none compliance in which case this limit shall not apply;
5.2.7. if any of the audits referred to in Clause 9.3(e) Condition 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's ’s other rights, the Client Subscriber shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and,
(g) 5.2.8. if any of the audits referred to in Clause 9.3(e) Condition 2.2.5 reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's ’s other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days underpayment.
5.3. The Customer shall use reasonable endeavours to procure that the Subscriber shall not access, store, distribute or transmit any material during the course of its use of the date Service that:
5.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
5.3.2. facilitates illegal activity;
5.3.3. depicts sexually explicit images;
5.3.4. promotes unlawful violence;
5.3.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or,
5.3.6. is otherwise illegal or causes damage or injury to any person or property; and,
5.3.7. the Supplier reserves the right, without liability or prejudice to its other rights to the Subscriber, to disable the Subscriber's access to any material that breaches the provisions of this Condition.
5.4. The Customer shall use reasonable endeavours to procure that the Subscriber shall not 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 the Contract:
5.4.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the relevant audit Software and/or User Information (as applicable) in any form or upon request media or by any means; or
5.4.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or
5.4.3. access all or any part of the Service and User Information in order to build a product or service which competes with the Service; or
5.4.4. use the Cloud Service and/or User Information to provide services to third parties; or
5.4.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or User Information available to any third party except the Authorised Users, or
5.4.6. attempt to obtain, or assist third parties in obtaining, access to the Service and/or User Information, other than as provided under this Condition 5; or
5.4.7. introduce or permit the introduction of, any Virus into the Supplier’s network and information systems.
5.5. The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the User Information and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.65.6. The rights provided under this Clause 14.19 Condition 5 are granted to the Client only, Subscriber only and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination Subscriber but this shall not prohibit the scope of the licences under term Authorised User such that an individual may qualify as an Authorised User even if an employee, agent or contractor of a subsidiary or holding company of the Subscription Services will not affect any other Services provided under the applicable Order Pack or this AgreementSubscriber.
Appears in 1 contract
Sources: General Terms and Conditions for Purchase of Cloud Services
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier Causeway hereby grants to the Client Customer a non-non- exclusive, non-transferable right and licenceright, without (subject to clause Error! Reference s ource not found.) the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password confidential;
(d) 2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Causeway within five (5) 5 Business Days of the Supplier’s ▇▇▇▇▇▇▇▇'s written request from at any time to timeor times;
(e) 2.2.4 it shall permit the Supplier ▇▇▇▇▇▇▇▇ to audit the Client’s use Services in order to establish the name of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierCauseway's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.5 if any of the audits referred to in Clause 9.3(e) clause 2.2.4 reveal that any password person other than an Authorised User has been provided permitted to any individual who is not an Authorised Useraccess and use the Services, then without prejudice to the Supplier▇▇▇▇▇▇▇▇'s other rights, the Client Customer shall promptly disable ensure that such passwords person ceases to access and use the Supplier shall not issue any new passwords to any such individualServices; and
(g) 2.2.6 if any of the audits referred to in Clause 9.3(e) clause 2.2.4 reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersCauseway, then without prejudice to the SupplierCauseway's other rights, the Client Customer shall pay to the Supplier Causeway an amount equal to such underpayment as calculated in accordance with the prices set out in Part 1, Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property; and Causeway reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Supplierparties and except to the extent expressly permitted under this agreement:
(a) 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
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
2.4.3 use the Services and/or Documentation to provide services to third parties;
2.4.4 subject to clause 23.1, 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
2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify Causeway.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier Perceiv hereby grants to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicencessublicenses, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 2.2.3 each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and that Documentation, each password shall be changed from time to time and each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(e) 2.2.4 it shall permit the Supplier Perceiv to audit the ClientCustomer’s use of the Third Party Services in order to establish the name and Subscription Services for password of each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierPerceiv's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.5 if any of the audits audit referred to in Clause 9.3(e) reveal clause 2.2.4 reveals that any password the Customer has been provided underpaid Subscription Fees to any individual who is not an Authorised UserPerceiv, then without prejudice to the SupplierPerceiv's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier Perceiv an amount equal to such underpayment as calculated in accordance with Perceiv’s standard fees from time to time, together with Perceiv’s reasonable costs of such audit, within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not, and shall procure that the Authorised Users do not, access, store, distribute or upon request by transmit any Viruses, or any material during the Suppliercourse of its or their use of the Services that:
2.3.1 is unlawful, promptly harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property, and Perceiv reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to such individualsany material that breaches the provisions of this clause.
9.4. Unless otherwise set out in 2.4 The Customer shall not, and shall procure that its Authorised Users will not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made parties and except to the User Subscriptions 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 accordance 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; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with this Clause 9 over the previous twelve (12) months Services and/or the Documentation; or
2.4.3 subject to clause 15.9, 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
2.4.4 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Client onlyServices and/or the Documentation and, and shall not be considered granted to in the event of any subsidiary such unauthorised access or holding company of the Client unless otherwise agreed in a Order Packuse, promptly notify Perceiv.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Software Supply Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 2.2.3 each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than [MONTHLY] and that each Authorised User shall keep their his password confidential;
(d) 2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five ([5) ] Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) 2.2.5 it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised UserUser and the Supplier's data processing facilities to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.6 if any of the audits referred to in Clause 9.3(e) clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) 2.2.7 if any of the audits referred to in Clause 9.3(e) clause 2.2.5 reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten ([10) ] Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
2.4.1 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:
(a) 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
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 use the Services and/or Documentation to provide services to third parties; or
2.4.4 subject to clause 22.1, 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
2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
User Subscriptions. 9.1. In consideration of the Fee paid by the Client
2.1 Subject to the Supplier in respect of Customer purchasing the User Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-non- transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) it shall permit the Supplier to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;; and
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(d) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; and
(g) if 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Usersany such unauthorised access or use, without prejudice to promptly notify the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Software License Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause
3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-non- exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than 72 days and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(e) it shall permit the Supplier to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 19.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Services Agreements
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 3.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with this Schedule, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 and clause 3, the other terms and conditions of this AgreementAgreement and the EULA, the Supplier hereby agrees to procure that the Author grants to the Client Customer a non-non- exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) Software and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 3.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 3.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services Software and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to timetime (or shall not exceed the maximum number of concurrent Authorised Users where concurrent subscription is specified in the Order);
(b) 3.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services Software and/or Subscription ServicesDocumentation;
(c) 3.2.3 each Authorised User shall keep a secure password or other biometric authentication access credentials for their use of the Third Party Services and/or Subscription Services (as Software and Documentation, that such access credentials shall be changed no less frequently than the case may be) EULA requires and that each Authorised User shall keep their password access credentials confidential;
(d) 3.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) 3.2.5 it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Software in order to establish the name and access credentials of the Third Party Services and Subscription Services for each Authorised UserUser and the Customer's data processing facilities to audit compliance with this Agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 3.2.6 if any of the audits referred to in Clause 9.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individualsparagraph 3.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Client Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement and the applicable Service Authorisation, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the Client's Customer’s internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to timetime and as otherwise described in the Service Authorisation;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current the number of Authorised Users and provide such list to the Supplier within five (5) 30 Business Days of the Supplier’s written request from at any time or times. The Customer will in any event keep the Supplier regularly updated as to timethe number of Authorised Users in order to ensure additional User Subscriptions are purchased as appropriate;
(ec) it shall permit the Supplier to audit the Client’s use Services in order to establish the number of the Third Party Services Authorised Users and Subscription Services for each Authorised UserUser Subscriptions. Such audit may be conducted no more than once per quarter, at the Supplier's ’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's Customer’s normal conduct of business;; and
(fd) if any of the audits audit referred to in Clause 9.3(eclause 2.2(c) reveal reveals that any password the Customer has been provided underpaid Subscription Fees to any individual who is not an Authorised Userthe Supplier or Reseller as the case may be, then without prejudice to the Supplier's ’s other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier or Reseller as applicable an amount equal to such underpayment within ten (10) 10 Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individualsaudit.
9.4. Unless otherwise set out in the Order Pack2.3 The Customer shall not access, the Supplier may adjust the Minimum Users on renewal to reflect store, distribute or transmit any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months Viruses, or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased any material during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company course of its use of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack that:(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or this Agreement.racially or ethnically offensive;
Appears in 1 contract
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.2 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier CHL hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Order during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Order shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned the licence stated in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesOrder is a multi- user licence;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and that Order and each Authorised User shall keep their his password confidential;
2.3 The Customer shall at all times comply with the provisions of the AUP and take reasonable security precautions. CHL reserves the right, without liability to the Customer, to:
(a) disable the Customer’s access to any material that breaches the provisions of the agreement;
(b) suspend the Customer’s access where they have committed any material breach of the terms including non-payment and
(c) charge the Customer our standard hourly rate for work on any breach of the AUP together with the cost of equipment and material needed to:
(i) investigate or otherwise respond to any suspected violation of this AUP;
(ii) remedy any harm caused to us or any of our customers by the use of the Customer’s service in violation of this AUP;
(iii) respond to complaints; and
(iv) have Internet Protocol numbers removed from any “blacklist”.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, 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 Order (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Order in order to build a product or service which competes with the Services and/or the Order; or
(c) use the Services and/or Order to provide services to third parties; or
(d) it shall maintain a writtensubject to clause 19.1, up license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Order available to date list of current any third party except the Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;Users, or
(e) it attempt to obtain, or assist third parties in obtaining, access to the Services and/or Order, other than as provided under this clause 2.
2.5 The Customer shall permit use all reasonable endeavours to prevent any unauthorised access to, or use of, the Supplier to audit Services and/or the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior noticeOrder and, in such a manner as not to substantially interfere with the Client's normal conduct event of business;
(f) if any of the audits referred to in Clause 9.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit unauthorised access or upon request by the Supplieruse, promptly disable access to such individualsnotify CHL.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Cloud Terms of Service
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier Technology Forge hereby grants to the Client Customer a non-exclusive, non-non- transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Technology Forge within five 5 (5five) Business Days of the SupplierTechnology Forge’s written request from at any time to timeor times;
(e) it shall permit the Supplier Technology Forge to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierTechnology Forge's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierTechnology Forge's other rights, the Client Customer shall promptly disable such passwords and the Supplier Technology Forge shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersTechnology Forge, then without prejudice to the Supplier's Technology Forge’s other rights, the Client Customer shall pay to the Supplier Technology Forge an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten 10 (10ten) Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property, and Technology Forge reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Supplierparties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the tf beacon Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the tf beacon Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 19.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify Technology Forge.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 3.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with this Schedule, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 and clause 3, the other terms and conditions of this AgreementAgreement and the EULA, the Supplier grants hereby agrees grant to the Client Customer a non-exclusive, non-transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) Software and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 3.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 3.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services Software and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to timetime (or shall not exceed the maximum number of concurrent Authorised Users where concurrent subscription is specified in the Order);
(b) 3.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services Software and/or Subscription ServicesDocumentation;
(c) 3.2.3 each Authorised User shall keep a secure password or other biometric authentication access credentials for their use of the Third Party Services and/or Subscription Services (as Software and Documentation, that such access credentials shall be changed no less frequently than the case may be) Documentation requires and that each Authorised User shall keep their password access credentials confidential;
(d) 3.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) 3.2.5 it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Software in order to establish the name and access credentials of the Third Party Services and Subscription Services for each Authorised UserUser and the Customer's data processing facilities to audit compliance with this Agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 3.2.6 if any of the audits referred to in Clause 9.3(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individualsparagraph 3.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Client Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by 2.1 Subject to:
(a) the Client purchasing Credits and Views and paying the relevant Credit and View Fees to Diligencia in accordance with clause 8.1;
(b) the Supplier in respect of the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 and clause 2; and
(c) the other terms and conditions of this Agreementagreement, the Supplier Diligencia grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) Service during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the Client's internal business operationsoperations (which, for the avoidance of any doubt, shall include the Client incorporating data obtained from use of the Service within the reports it prepares for its own end users).
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) Service, that such password shall be changed no less frequently than monthly, and that each Authorised User shall keep their his password confidential;
(db) it shall maintain a writtenwritten or online, up to date list of current Authorised Users and provide such list to the Supplier Diligencia within five (5) Business Days of the Supplier’s Diligencia's written request from at any time to timeor times;
(ec) it shall permit the Supplier Diligencia to audit the Client’s use Service in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierDiligencia's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(fd) if any of the audits referred to in Clause 9.3(eclause 2.2(c) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierDiligencia's other rights, the Client shall promptly disable such passwords and the Supplier Diligencia shall not issue any new passwords to any such individual; and
(ge) if any of the audits referred to in Clause 9.3(eclause 2.2(c) reveal that the Client has underpaid Credit and View Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersDiligencia, then without prejudice to the SupplierDiligencia's other rights, the Client shall pay to the Supplier Diligencia an amount equal to such underpayment as calculated in accordance with the prices agreed within ten (10) Business Days of the date of the relevant audit audit.
2.3 The Client and any Authorised User shall not at any time:
(a) distribute or upon request transmit any Viruses to the Service or the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website;
(b) misuse the Service or the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website by knowingly introducing Viruses or any other material which is malicious or technologically harmful;
(c) gain or attempt to gain unauthorised access to the SupplierService or the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website, the server on which that site is stored, or any server, computer or database connected to such site; or
(d) attack the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website via a denial-of-service attack or a distributed denial-of service attack, and in the event of any breach of this clause 2.3, the Client’s right to use the Service will cease immediately and without further notice.
2.4 The Client shall not:
(a) except as allowed by mandatory provisions of applicable law attempt to:
(i) (except to the extent expressly permitted under this agreement) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or
(b) access all or any part of the Service in order to build a product or service which competes with the Service; or
(c) use the Service to provide any services to third parties (except that the Client may incorporate data obtained from use of the Service within the reports it prepares for its own end users); or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the Authorised Users except as permitted by this agreement; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Service, other than as provided under this clause 2.
2.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify Diligencia.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackClient.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Service Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 10.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as and Documentation, that such password shall be changed according to the case may be) Customer policy and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name of the Third Party Services and Subscription Services for each Authorised UserUser to audit compliance with this agreement. Such Each such audit may be conducted no more than once per quarterannum, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password the Customer has been provided underpaid Subscription Fees to any individual who is not an Authorised Userthe Supplier, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses or Known Vulnerability or Latent Vulnerability, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer 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; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 25.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Cloud Software Services / Managed Services Terms and Conditions
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 6.1 Subject to the Supplier in respect of Customer paying the Subscriptions ServicesFees, and subject to the restriction sets restrictions set out in this Clause 9 clause 6 and the other terms and conditions of this the Agreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Software Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the Client's Customer’s internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 6.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Software Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Software Services;
(c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) Software Services, that such password shall be changed no less frequently than every 6 months and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s written request from at any time to timeor times;
(e) it shall permit the Supplier or the Supplier’s designated auditor to audit the Client’s use Software Services in order to establish the number of Authorised Users to audit compliance with the Third Party Services and Subscription Services for each Authorised UserAgreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's ’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's Customer’s normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 6.2(e) reveal that any password the Customer has been provided underpaid Subscription Fees to any individual who is not an Authorised Userthe Supplier, then without prejudice to the Supplier's ’s other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of invoice the audits referred to Customer in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier accordance with clause 10 with an amount equal to such underpayment within ten (10) Business Days of as calculated in accordance with the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise prices set out in relevant Order Form and the Order Pack, Customer shall pay the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions invoice in accordance with clause 10.
6.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Clause 9 over the previous twelve clause.
6.4 The Customer shall not:
(12a) months or except as otherwise agreed may be allowed by any applicable law which is incapable of exclusion by agreement between the Partiesparties and except to the extent expressly permitted under the 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 Services 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 Services; or
(b) access all or any part of the Software Services in order to build a product or service which competes with the Software Services; or
(c) use the Software Services to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software Services available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Software Services, other than as provided under this clause 6; or
(f) introduce or permit the introduction of any Virus or Vulnerability into the Supplier’s network and information systems.
9.5. 6.5 The relevant Order Pack Customer shall specify whether use all reasonable endeavours to prevent any unauthorised access to, or not use of, the Client is permitted to adjust the number of Minimum Users purchased during the Term Software Services and, if permittedin the event of any such unauthorised access or use, shall provide a framework as to how such adjustment can be requested by promptly notify the ClientSupplier.
9.6. 6.6 The rights provided under this Clause 14.19 clause 6 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Terms and Conditions
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 10.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2.1 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-non- transferable right and licenceright, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Subscription Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than [MONTHLY] and that each Authorised User shall keep their password confidential;
(d) it shall maintain keep a written, up to date list of current all Authorised Users and provide such list to shall notify the Supplier within five (5) [two] Business Days if any updates to any list of the Supplier’s written request from time Authorised Users are made or required, including when Authorised Users cease to timebe employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users;
(e) it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised UserUser and the Customer's data processing facilities to audit compliance with this Agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Paragraph 1 of Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Subscription Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 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, Customer shall not and shall procure that its Authorised Users shall not:
(a) disassemble, reverse engineer, decompile, copy or adapt the whole or any part of the Software for the purposes of correcting errors in the Software;
(b) copy, adapt, reverse compile, decompile, reverse engineer, disassemble or translate the whole or any part of the Software;
(c) arrange or create derivative works based on the Software;
(d) make for any purpose including (without limitation error correction) any alterations, modifications, additions or enhancements to the Software nor permit the whole or any part of the Software to be combined or merged with or become incorporated in any other programme;
(e) assign, distribute, licence, hire, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Software or use the Software on behalf of any third party or make available the Software to any third party nor allow or permit a third party to do any of the same;
(f) remove or alter any copyright or other proprietary notice on any of the Software; access all or any part of the Subscription Services and Documentation in order to build a product or service which competes with the Subscription Services and/or the Documentation;
(g) use the Subscription Services and/or Documentation to provide services to third parties;
(h) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Documentation, other than as provided under this clause 2; or
(i) introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.
2.5 The Customer 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 Subscription Services via the access method provided by the Supplier 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 Customer under this Agreement, including all obligations and restrictions relating to the Supplier’s Confidential Information.
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.7 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Saas Subscription Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-non- exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than MONTHLY and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s written request from at any time to timeor times;
(e) it shall permit the Supplier to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(eclause 2.2(e) reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitate illegal activity;
(c) depict sexually explicit images;
(d) promote unlawful violence;
(e) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) cause damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, 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 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 19.1, 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
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Software as a Service (Saas) Subscription Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 3.1 Subject to the Supplier Client:
3.1.1 purchasing the User Subscription in respect of accordance with clause 4.3 and clause 9.1; and
3.1.2 complying with the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreement, the Supplier Company hereby grants to the Client a non-exclusive, non-transferable sub- licence and right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Software and the Services and/or Subscription Services (as applicable) and access the Portal during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the Client's internal business operationsoperations and for business use only.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 3.2 In relation to the Authorised Users, the Client undertakes that:
(a) 3.2.1 the maximum number of Authorised Users that it authorises to access the Portal and use the Third Party Services and/or Subscription Services at the Authorised Location(s) shall not exceed the number of User Subscriptions Authorised Users for which it has purchased from time to timetime purchased licenses under this Agreement (the “Maximum Authorised Users”);
(b) 3.2.2 it will not allow or suffer any User Subscription to be used by more at any site, premises or location other than one individual the Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesLocation(s);
(c) each Authorised User 3.2.3 it shall keep a the Access Requirements private, confidential and secure password or other biometric authentication for their from unauthorised use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password confidentialdisclosure;
(d) 3.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Company within five (5) 5 Business Days of the Supplier’s Company's written request from at any time to timeor times;
(e) 3.2.5 it shall permit the Supplier Company to audit the Client’s use Services in order to establish the name(s) and location of the Third Party Services and Subscription Services for each Authorised UserUsers. Such audit may be conducted no more than once per quarter, at the Supplier's Company’s expense, and this right shall be exercised with reasonable prior notice, notice and in such a manner as not substantially to substantially interfere with the Client's normal conduct of business;
(f) 3.2.6 if any of the audits referred to in Clause 9.3(e) clause 3.2.5 reveal that any password has the Access Requirements have been provided to any individual who is not an Authorised UserUser then, then without prejudice to the SupplierCompany's other rights, the Client shall promptly disable such passwords remove access of that individual and immediately confirm the Supplier shall not issue any new passwords same in writing to any such individualthe Company; and
(g) 3.2.7 if any of the audits referred to in Clause 9.3(e) clause 3.2.5 reveal that the Client has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersCompany then, without prejudice to the SupplierCompany's other rights, the Client shall pay to the Supplier Company an amount equal to such underpayment within ten (10) 10 Business Days of the date of the relevant audit audit.
3.3 The Client is responsible for conduct and communications in relation to the Authorised Users and for the duration of the provision of the Services. In this regard, the Client expressly agrees to use the Services and access the Portal only for purposes that are legal, proper and related to its business activities.
3.4 The Client shall not access, store, post, distribute or upon request transmit any Viruses or any material (including within the Documentation, the Client Data and/or the Content) during the course of its use of the Services that:
3.4.1 is unlawful, inappropriate, harmful, threatening, defamatory, abusive, obscene, infringing, harassing or racially or ethnically offensive;
3.4.2 infringes any Intellectual Property Rights;
3.4.3 facilitates illegal or unauthorised activity;
3.4.4 depicts sexually explicit images;
3.4.5 promotes unlawful violence;
3.4.6 violates legal rights (such as rights of privacy and publicity) of others;
3.4.7 is discriminatory based on sex, age, race, gender, colour, religious belief, sexual orientation, and/or disability;
3.4.8 is otherwise illegal or causes (or might reasonably be expected to cause) damage or injury to any person or property;
3.4.9 promotes any pyramid schemes, chain letters or disruptive commercial messages;
3.4.10 contains any information that the Client knows or reasonably should know, should not be legally distributed in such manner; and/or
3.4.11 impersonates another person or entity, or falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material.
3.5 The Company reserves the right, without liability or prejudice to its other rights, to disable the Client's access to:
3.5.1 any material that the Company (in its absolute discretion) considers to breach the provisions of clause 3.4; and/or
3.5.2 (in the case of persistent or material breach of clause 3.4, as determined by the SupplierCompany in its absolute discretion) the Services, the Software and the Portal.
3.6 The Client acknowledges and agrees that the Company does not pre-screen, control, edit or endorse the Content and has no obligation to monitor the Content. Instead the Services enable the Client to access the Content that has been uploaded and made available via the Portal.
3.7 Notwithstanding clause 3.6, the Company may monitor the Content and may delete at any time and at its sole discretion, any Content (or part thereof) if it determines following investigation and in good faith that any Content (or part thereof) does not conform with this Agreement. The Company (or its licensors) will have no liability or responsibility for performance or non-performance of such activities.
3.8 The Client shall not:
3.8.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
3.8.1.1 and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services and/or the Portal in any form or media or by any means; or
3.8.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, the Services, and/or the Portal; or
3.8.2 access all or any part of the Software, Services and/or Portal in order to build a product or service which competes with the Software, Services and/or the Portal;
3.8.3 use the Services, Software and/or Portal to provide services to third parties;
3.8.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software and/or the Portal available to any third party except the Authorised Users;
3.8.5 attempt to obtain, or assist third parties in obtaining, access to the Software, Services, and/or Portal, other than as provided under this clause 3;
3.8.6 remove any notices in relation to Intellectual Property Rights within the Portal;
3.8.7 interfere with or disrupt the Services or servers or networks connected to the Portal, or disobey any requirements, procedures, policies or regulations of networks connected to the Services and/or the Portal;
3.8.8 use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Portal or collect information about users for any unauthorised purpose;
3.8.9 submit Content that falsely expresses or implies that such Content is sponsored or endorsed by the Company, S2B and/or any of its third party licensors;
3.8.10 apply for user accounts by automated means or under false or fraudulent pretences;
3.8.11 promote or provide instructional information about illegal activities or promote physical harm or injury against the Company and/or any person; and/or
3.8.12 transfer, download and/or attempt to transfer or download any information, data or documentation from the Portal to any location outside of the Portal (whether in electronic or hard copy form), unless expressly authorised in writing by the Company.
3.9 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Portal and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Company of the same.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 3.10 The rights provided under this Clause 14.19 clause 3 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackClient.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Terms of Use and License Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client to the 6.1 The Supplier in respect of the Subscriptions Services, and subject to the restriction sets out in this Clause 9 and the other terms of this Agreement, the Supplier or relevant Third Party grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Term solely in object code form and for the Client's internal business operationsoperations pursuant to the terms of the applicable Licence Agreement and/or Third Party Terms.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 6.2 In relation to the Authorised Users, the Client undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(cb) each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password any passwords used confidential;
(dc) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(ed) it shall permit the Supplier to audit the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(fe) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(e6.2(d) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by the Supplier, promptly disable access to such individuals.
9.4. 6.3 The Client may, from time to time during any Term:
(a) subject to the Statement of Work, request that the User Subscriptions are increased but the Client is not permitted to decrease below the Minimum Commitment provisioned; or
(b) request Additional Usage at any point in excess of the User Subscriptions, by giving the Supplier written notice subject to the following:
(i) The Supplier shall evaluate the Client's request for Additional Usage and grant or refuse the request (in its sole discretion).
(ii) If the Supplier approves the Client’s request to purchase Additional Usage, the Client shall(in accordance with the payment terms set out in the Statement of Work) pay to the Supplier the relevant Fees for such Additional Usage at the relevant price at the time of the request and, if such Additional Usage is purchased by the Client part way through the Term, such fees shall be pro-rated for the remainder of the Term, if possible depending upon the Third Party Terms, and the Minimum Commitment shall be increased in line with such Additional Usage for the remainder of the Term.
6.4 Unless otherwise set out in the Order PackStatement of Work, the Supplier may adjust the Minimum Users on Commitment upon renewal (or as otherwise set out in the Third Party Terms) to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 6 over the previous twelve (12) months or as otherwise agreed between the Parties].
9.5. 6.5 The relevant Order Pack shall specify whether or not Supplier reserves the Client is permitted right to adjust automatically align quantities of Products provided whereby these products are required to be licenced for all active users, the number list of Minimum Users purchased during the Term and, if permitted, shall provide a framework as services to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 subject to quantity align are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed held in a Order Pack.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.Schedule 4
Appears in 1 contract
Sources: Master Services Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-non- transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the Client's Customer’s internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 2.2.3 each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than [MONTHLY] and that each Authorised User shall keep their his password confidential;
(d) 2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five ([5) ] Business Days of the Supplier’s written request from at any time to timeor times;
(e) 2.2.5 it shall permit the Supplier to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's ’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's Customer’s normal conduct of business;
(f) 2.2.6 if any of the audits referred to in Clause 9.3(e) clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's ’s other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) 2.2.7 if any of the audits referred to in Clause 9.3(e) clause 2.2.5 reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within ten ([10) ] Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
2.3.6 causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
2.4.1.1 and except to the extent expressly permitted under this agreement, 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
2.4.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 use the Services and/or Documentation to provide services to third parties; or
2.4.4 subject to clause 19.1, 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
2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier, promptly disable access to such individuals.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Software as a Service (Saas) Subscription Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-non- transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operationsoperations in relation to the Project.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 2.2.3 each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(e) 2.2.4 it shall permit the Supplier to audit the Client’s use Services in order to establish the name and company of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.5 if any of the audits referred to in Clause 9.3(e) clause 2.2.4 reveal that any password user account has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords user accounts and the Supplier shall not issue any new passwords user account to any such individual; and
(g) 2.2.6 if any of the audits referred to in Clause 9.3(e) clause 2.2.4 reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request by transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that, in the Supplier’s reasonable opinion, breaches the provisions of this clause.
2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
2.4.1.1 and except to the extent expressly permitted under this agreement, 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
2.4.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 use the Services and/or Documentation to provide services to third parties; or
2.4.4 subject to clause 22.1, 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
2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 12, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-non- transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) of this agreement solely in object code form and for the ClientCustomer's internal business operationsoperations in relation to the Project.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 2.2.3 each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(e) 2.2.4 it shall permit the Supplier to audit the Client’s use Services in order to establish the name and company of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.5 if any of the audits referred to in Clause 9.3(e) clause 2.2.4 reveal that any password user account has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords user accounts and the Supplier shall not issue any new passwords user account to any such individual; and
(g) 2.2.6 if any of the audits referred to in Clause 9.3(e) clause 2.2.4 reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the Commercial Terms within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request by transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that, in the Supplier’s reasonable opinion, breaches the provisions of this clause.
2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
2.4.1.1 and except to the extent expressly permitted under this agreement, 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
2.4.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 use the Services and/or Documentation to provide services to third parties; or
2.4.4 subject to clause 22.1, 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
2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Saas Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with Clause 3.3 and Clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 2 and the other terms and conditions of this Agreement, the Supplier Incaplex hereby grants to the Client Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operationsoperations or as otherwise agreed by the parties from time to time in writing.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised UserUser for example where a prior Authorised User has terminated his/her employment with the Customer or otherwise changed job or function and no longer requires use of the Services, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 2.2.3 each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and Documentation, that such password shall be changed no less frequently than MONTHLY and that each Authorised User shall keep their his password confidential;
(d) 2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Incaplex within five (5) 5 Business Days of the Supplier’s Incaplex's written request from at any time to timeor times;
(e) 2.2.5 it shall permit the Supplier Incaplex to audit (including on site and/or remotely through Incaplex’s capture of IP and/or MAC addresses and other login/logout activity data to which it has access) the Client’s Services in order to establish the name and password of each Authorised User and verify use of the Third Party Services and Subscription Services for each Authorised UserServices. Such audit may be conducted no more than once per quarter, at the SupplierIncaplex's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.6 if any of the audits referred to in Clause 9.3(e) 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierIncaplex's other rights, the Client Customer shall promptly disable such passwords and the Supplier Incaplex shall not issue any new passwords to any such individual; and
(g) 2.2.7 if any of the audits referred to in Clause 9.3(e) 2.2.5 reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rightsIncaplex, the Client Customer shall pay to the Supplier Incaplex an amount equal to such underpayment as calculated in accordance with the relevant prices set out in Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
2.3.6 causes damage or injury to any person or property; and Incaplex reserves the right, without liability to the Customer, to disable the Customer's access to any material that breaches the provisions of this Clause.
2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Supplierparties:
(a) and except to the extent expressly permitted under this Agreement, 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 including any part of Incaplex Data, the data models or screens, and any data (including but not limited to care pathways, vaccine data, medication data, countries data, risk data, memos) that has been entered by Incaplex or one of its agents; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 except as provided for in this Agreement, use the Services and/or Documentation to provide services to third parties; or
2.4.4 subject to Clause 19.1, 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
2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify Incaplex.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Service Agreement
User Subscriptions. 9.1. In consideration 2.1 Subject to the Buyer’s payment of the Fee paid by Subscription Fees in accordance with clause 9.1, the Client to the Supplier in respect of the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2.1 and the other terms and conditions of this Agreementagreement, the Supplier hereby grants to the Client Buyer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) solely in object code form and for the Client's internal business operationsSubscription Term.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Buyer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
(c) each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) Services, that such password shall be changed at reasonable intervals and that each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(e) it shall permit the Supplier to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;User;
(fe) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Buyer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(gf) if any of the audits referred to in Clause 9.3(eclause 2.2(d) reveal that the Client Buyer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's ’s other rights, the Client Buyer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Buyer shall not access, store, distribute or upon request by transmit any Viruses, or any material during the Suppliercourse of its use of the Services that:
(a) is unlawful, promptly harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Buyer, to disable the Buyer’s access to such individualsany material that breaches the provisions of this clause.
9.4. Unless otherwise set out in 2.4 The Buyer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made parties:
(i) and except to the User Subscriptions extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in accordance any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services in order to build a product or service which competes with this Clause 9 over the previous twelve Services; or
(12c) months subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(d) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order Packclause 1.2.
9.7. Termination 2.5 The Buyer shall use best endeavours to prevent any unauthorised access to, or use of, the Services, in the event of any such unauthorised access or use, promptly notify the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this AgreementSupplier.
Appears in 1 contract
Sources: Software as a Service Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreementagreement, the Supplier I4C Technology hereby grants to the Client Customer a non-non- exclusive, non-transferable right and licenceright, without the right to grant sublicencessublicenses, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 2.2.3 each Authorised User shall keep a secure password or other biometric authentication for their his use of the Third Party Services and/or Subscription Services (as the case may be) and that Documentation, each password shall be changed from time to time and each Authorised User shall keep their his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier’s written request from time to time;
(e) 2.2.4 it shall permit the Supplier I4C Technology to audit the ClientCustomer’s use of the Third Party Services in order to establish the name and Subscription Services for password of each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierI4C Technology's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.5 if any of the audits audit referred to in Clause 9.3(e) reveal clause 2.2.4 reveals that any password the Customer has been provided underpaid Subscription Fees to any individual who is not an Authorised UserI4C Technology, then without prejudice to the SupplierI4C Technology's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in Clause 9.3(e) reveal that the Client has underpaid Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier I4C Technology an amount equal to such underpayment as calculated in accordance with I4C Technology’s standard fees from time to time, together with I4C Technology’s reasonable costs of such audit, within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not, and shall procure that the Authorised Users do not, access, store, distribute or upon request by transmit any Viruses, or any material during the Suppliercourse of its or their use of the Services that:
2.3.1 is unlawful, promptly harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property, and I4C Technology reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to such individualsany material that breaches the provisions of this clause.
9.4. Unless otherwise set out in 2.4 The Customer shall not, and shall procure that its Authorised Users will not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made parties and except to the User Subscriptions 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 accordance 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; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with this Clause 9 over the previous twelve (12) months Services and/or the Documentation; or
2.4.3 subject to clause 15.9, 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
2.4.4 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. The rights provided under this Clause 14.19 are granted clause 2; and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Client onlyServices and/or the Documentation and, and shall not be considered granted to in the event of any subsidiary such unauthorised access or holding company of the Client unless otherwise agreed in a Order Packuse, promptly notify I4C Technology.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
Sources: Software Supply Agreement
User Subscriptions. 9.1. In consideration of the Fee paid by 2.1 Subject to the Client to purchasing the Supplier User Subscriptions in respect of accordance with paragraph 3, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 paragraph 2 and the other terms and conditions of this Agreementthe Contract, the Supplier Company grants to the Client a non-exclusive, non-transferable nontransferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Cloud Services and/or Subscription Services (as applicable) during the relevant licence term (as set out in the applicable Order Pack) Term solely in object code form and for the Client's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Cloud Services shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Cloud Services;
(c) 2.2.3 each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) Cloud Services, that each Authorised User will enable multi-factor authentication when possible and that each Authorised User shall keep their password confidential;
(d) 2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier Company within five (5) Business Days 5 business days of the Supplier’s companies written request from at any time to timeor times;
(e) 2.2.5 it shall permit the Supplier Company to audit the Client’s use Cloud Services to establish the name and password of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at the SupplierCompany's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
(f) 2.2.6 if any of the audits referred to in Clause 9.3(e) paragraph 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the SupplierCompany's other rights, the Client shall promptly disable such passwords and the Supplier Company shall not issue any new passwords to any such individual; and
(g) 2.2.7 if any of the audits referred to in Clause 9.3(e) paragraph 2.2.5 reveal that the Client has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to the Supplier's other rightsCompany, the Client shall pay to the Supplier Company an amount equal to such underpayment (with interest) within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Client shall not access, store, distribute or upon request transmit any viruses, or any material during its use of the Cloud Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 promotes unlawful violence
2.3.4 depicts sexually explicit images; promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
2.3.6 causes damage or injury to any person or property; and the Company reserves the right, without liability to the client to disable the clients access to any material that breaches the provisions of this paragraph.
2.4 The Client shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Supplierparties, or otherwise to the extent expressly permitted under these terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.3 access all or any part of the Cloud Services in order to build a product or service which competes with the Cloud Services; or
2.4.4 use the Cloud Services to provide services to third parties; or
2.4.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Cloud Services available to any third party except the Authorised Users, or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Cloud Services and/or Documentation, other than as provided under this paragraph 2.
2.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Cloud Services and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Company.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 these terms are granted to the Client only, only and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackClient.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
Appears in 1 contract
User Subscriptions. 9.1. In consideration of the Fee paid by the Client 2.1 Subject to the Supplier Customer purchasing the User Subscriptions in respect of accordance with clause 3.3 and clause 9.1, the Subscriptions Services, and subject to the restriction sets restrictions set out in this Clause 9 clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Client Customer a non-exclusive, non-non- transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) and the Documentation during the relevant licence term (as set out in the applicable Order Pack) Subscription Term solely in object code form and for the ClientCustomer's internal business operations.
9.2. Once an order for Subscription Services has been accepted by the Supplier, Subscription Services shall continue for the duration set out in the applicable Order Pack unless and until terminated in compliance with the Agreement.
9.3. 2.2 In relation to the Authorised Users, the Client Customer undertakes that:
(a) 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Third Party Services and/or Subscription Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription ServicesDocumentation;
(c) 2.2.3 each Authorised User shall keep a secure password or other biometric authentication for their use of the Third Party Services and/or Subscription Services (as the case may be) and that each Authorised User shall keep their password confidential;
(d) 2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) 5 Business Days of the Supplier’s 's written request from at any time to timeor times;
(e) 2.2.5 it shall permit the Supplier or the Supplier's designated auditor to audit the Client’s use Services in order to establish the name and password of the Third Party Services and Subscription Services for each Authorised UserUser and the Customer's data processing facilities to audit compliance with this Agreement. Such Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the ClientCustomer's normal conduct of business;
(f) 2.2.6 if any of the audits referred to in Clause 9.3(e) clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) 2.2.7 if any of the audits referred to in Clause 9.3(e) clause 2.2.5 reveal that the Client Customer has underpaid Subscription Fees to the Supplier and/or individuals are using the Third Party Services who are not Authorised UsersSupplier, then without prejudice to the Supplier's other rights, the Client Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of schedule 1 within ten (10) 10 Business Days of the date of the relevant audit audit.
2.3 The Customer shall not access, store, distribute or upon request transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
2.4.1 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:
2.4.1.1 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
2.4.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 use the Services and/or Documentation to provide services to third parties; or
2.4.4 subject to clause 22.1, 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
2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
2.4.6 introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly disable access to such individualsnotify the Supplier.
9.4. Unless otherwise set out in the Order Pack, the Supplier may adjust the Minimum Users on renewal to reflect any adjustments made to the User Subscriptions in accordance with this Clause 9 over the previous twelve (12) months or as otherwise agreed between the Parties.
9.5. The relevant Order Pack shall specify whether or not the Client is permitted to adjust the number of Minimum Users purchased during the Term and, if permitted, shall provide a framework as to how such adjustment can be requested by the Client.
9.6. 2.6 The rights provided under this Clause 14.19 clause 2 are granted to the Client Customer only, and shall not be considered granted to any subsidiary or holding company of the Client unless otherwise agreed in a Order PackCustomer.
9.7. Termination of the licences under the Subscription Services will not affect any other Services provided under the applicable Order Pack or this Agreement.
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