User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Term solely for the Customer’s internal business operations. 2.2 In relation to the Authorised Users, the Customer undertakes that: 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time; 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 Services; and 2.2.3 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidential. 2.3 The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Service 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 WorkInConfidence 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 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 notify WorkInConfidence. 2.5 Where Customer grants access to the Service to any third party it shall be responsible for actions of such third party.
Appears in 4 contracts
Sources: Terms of Use, Terms of Use, Organisational Master Agreement
User Subscriptions. 2.1 2.1. Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.33.3 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreementagreement, WorkInConfidence the Supplier hereby grants to the Customer a non-non- exclusive, non-transferable right, without the right to grant sublicencessublicenses, to permit the Authorised Users to use the Services and the Service Definition Document during the Subscription Term solely for the Customer’s 's internal business operations.
2.2 2.2. In relation to the Authorised Users, the Customer undertakes that:
2.2.1 2.2.1. the maximum number of Authorised Users that it authorises to access and use the Services and the Service Definition Document shall not exceed the number of User Subscriptions it has purchased from time to time;
2.2.2 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 Services; andServices and/or the Service Definition Document;
2.2.3 2.2.3. each Authorised User shall keep a secure password for his use of the Services Services, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
2.2.4. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time or times;
2.2.5. it shall permit the Supplier to audit the Services in order to establish the name and password of 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 Customer's normal conduct of business;
2.2.6. if any of the audits referred to in 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 Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
2.2.7. if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the 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 10 Business Days of the date of the relevant audit.
2.3 2.3. The Customer shall not access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service Services that:
2.3.1 2.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 2.3.2. facilitates illegal activity;
2.3.3 2.3.3. depicts sexually explicit images;
2.3.4 2.3.4. promotes unlawful violence;
2.3.5 2.3.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 2.3.6. is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s 's access to any material that breaches the provisions of this clause.
2.4 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:
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 the Service Definition Document (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
2.4.2. access all or any part of the Services and the Service Definition Document in order to build a product or service which competes with the Services and/or the Service Definition Document; or
2.4.3. use the Services and/or the Service Definition Document to provide services to third parties; or
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 and/or the Service Definition Document 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 the Service Definition Document, 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 Service Definition Document and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access 2.6. The rights provided under this clause 2 are granted to the Service Customer only, and shall not be considered granted to any third party it shall be responsible for actions subsidiary or holding company of such third partythe Customer[DRAFTING NOTE: use the following wording where the client is a public sector body:[, nor to any Contracting Authority other than the Customer]].
Appears in 4 contracts
Sources: Secure Platform as a Service Agreement, Software as a Service Agreement, Testing Service Agreement
User Subscriptions. 2.1 Subject to the Customer you purchasing the User Subscriptions Services in accordance with clause 3.38.1, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreementthese terms, WorkInConfidence Derventio hereby grants to the Customer you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s your internal business operations.
2.2 The duration of the subscription will be as specified on the order form supplied to Derventio by the customer and will be the duration under which Derventio will process your data.
2.3 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 the maximum number of Authorised Users you undertake that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
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 Services; and
2.2.3 each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential.
2.3 The Customer 2.4 You shall not and you shall procure that no Individual shall access, store, distribute or transmit any virusesViruses, or any material during the course of its your use of the Service 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 WorkInConfidence Derventio reserves the right, without liability or prejudice to its other rights to the Customerrights, to disable the Customer’s your access to any material that breaches the provisions of this clause.
2.4 The Customer You shall not and you shall procure that no Individual shall:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) and except 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, Services and/or Documentation (as applicable) in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services and/or 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 15.5, 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 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidenceDerventio.
2.5 Where Customer grants access 2.6 The rights provided under this clause 2 are granted to the Service to any third party it shall be responsible for actions of such third partyyou only.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
User Subscriptions. 2.1 4.1. Subject to the Customer paying the Project Fees purchasing the User Subscriptions in accordance with the Payment Terms and clause 3.311, the restrictions set out in this clause 2 4 and the other terms and conditions of this Master the Agreement, WorkInConfidence Plotbox hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s 's internal business operations, more particularly the collating and management of cemetery data.
2.2 4.2. In relation to the Authorised Users, the Customer undertakes that:
2.2.1 : (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;User
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 Services; and
2.2.3 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidential.
2.3 4.3. The Customer shall not access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service Services that:
2.3.1 : (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 ; (b) facilitates illegal activity;
2.3.3 ; (c) depicts sexually explicit images;
2.3.4 ; (d) promotes unlawful violence;
2.3.5 ; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence Plotbox 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 4.4. 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 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 (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 23, 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
4.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencePlotbox.
2.5 Where Customer grants access 4.6. The rights provided under this clause 4 are granted to the Service Customer only, and shall not be considered granted to any third party it shall be responsible for actions affiliate, subsidiary or holding company of such third partythe Customer or other entity connected to the Customer.
Appears in 2 contracts
Sources: General Terms and Conditions, General Terms and Conditions
User Subscriptions. 2.1 Subject to the Customer you purchasing the User Subscriptions Services in accordance with clause 3.38.1, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreementthese terms, WorkInConfidence Derventio hereby grants to the Customer you a non-non- exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s your internal business operations.
2.2 The duration of the subscription will be as specified on the order form supplied to Derventio by the customer and will be the duration under which Derventio will process your data.
2.3 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 the maximum number of Authorised Users you undertake that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
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 Services; and
2.2.3 each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential.
2.3 The Customer 2.4 You shall not and you shall procure that no Individual shall access, store, distribute or transmit any virusesViruses, or any material during the course of its your use of the Service 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 WorkInConfidence Derventio reserves the right, without liability or prejudice to its other rights to the Customerrights, to disable the Customer’s your access to any material that breaches the provisions of this clause.
2.4 The Customer You shall not and you shall procure that no Individual shall:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) and except 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, Services and/or Documentation (as applicable) in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services and/or 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 15.5, 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 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidenceDerventio.
2.5 Where Customer grants access 2.6 The rights provided under this clause 2 are granted to the Service to any third party it shall be responsible for actions of such third partyyou only.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3. and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreementagreement, WorkInConfidence the Supplier hereby grants to the Customer a non-exclusive, non-non- transferable rightright and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s 's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 (i) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
2.2.2 (ii) 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 Services; andServices and/or Documentation;
2.2.3 (iii) each Authorised User shall keep a secure password for his their use of the Services and Documentation, and that each Authorised User shall keep his their password confidential.;
2.3 The Customer shall not access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service Services that:
2.3.1 (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (ii) facilitates illegal activity;
2.3.3 (iii) depicts sexually explicit images;
2.3.4 (iv) promotes unlawful violence;
2.3.5 (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (vi) is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s 's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(i) 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
(ii) 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
(iii) use the Services and/or Documentation to provide services to third parties; or
(iv) 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
(v) 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
(vi) 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 Service Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access 2.6 The rights provided under this clause 2 are granted to the Service Customer only, and shall not be considered granted to any third party it shall be responsible for actions subsidiary or holding company of such third partythe Customer.
Appears in 2 contracts
Sources: Managed Services Agreement, Cloud Software Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence The Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
2.2.2 (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 Services and/or Documentation;
(c) it shall, no more frequently than once per year, permit the Supplier or the Supplier’s designated auditor to audit the Services; and
2.2.3 each Authorised User shall keep a secure password for his , or use the Supplier’s requested software reporting, to verify that the Customer’s use of the Services and does not exceed the number of User Subscriptions purchased by the Customer;
(d) if any of the audits referred to in Clause 2.2(c)) reveal that each Authorised User the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall keep his password confidentialpay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Paragraph 1 of Schedule 1 in accordance with Clause 8.
2.3 The Customer shall not knowingly:
(a) distribute or transmit to the Supplier, via the Services, any Viruses or Known Vulnerability or Latent Vulnerability;
(b) store, access, storepublish, disseminate, distribute or transmit any viruses, or via the Services any material during the course of its use of the Service thatwhich:
2.3.1 (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (ii) facilitates illegal activity;
2.3.3 (iii) depicts sexually explicit images;
2.3.4 (iv) promotes unlawful violence;
2.3.5 (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (vi) is otherwise illegal or causes damage or injury to any person or property; ;
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 WorkInConfidence reserves the right, without liability or prejudice to its other rights except to the Customerextent 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 disable de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Customer’s Software;
(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;
(c) use the Services and/or Documentation to provide services to third parties;
(d) 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 any material that breaches the provisions of Services and/or Documentation, other than as provided under this clauseClause 2.
2.4 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or the Documentation and, in the event of if there is any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access 2.6 The rights provided under this Clause 2 are granted to the Service to Customer and any third party it shall be responsible for actions subsidiary or holding company of such third partythe Customer.
Appears in 2 contracts
Sources: Software as a Service (Saas) Subscription Agreement, Software as a Service (Saas) Subscription Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User and/or Site Subscriptions in accordance with clause 3.33.3 and clause 8.1, complying with the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Subscription Services during the Subscription Term solely for the Customer’s 's internal business operations.
2.2 In relation to the Authorised Users, the The Customer undertakes that:
2.2.1 the maximum number of Authorised Users that (a) it authorises to access and use the Services shall not exceed the number of User and/or Site Subscriptions it has purchased from time to time;; and
2.2.2 (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User user unless it has been reassigned in its entirety to another individual Authorised Useruser, in which case the prior Authorised User user shall no longer have any right to access or use the Subscription Services; and
2.2.3 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidential.
2.3 If an audit by the Supplier reveals that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with Schedule 2 within 10 Business Days of the date of the relevant audit.
2.4 The Customer shall not access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service Subscription Services that:
2.3.1 (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (b) facilitates illegal activity;
2.3.3 (c) depicts sexually explicit images;
2.3.4 (d) promotes unlawful violence;
2.3.5 (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s 's access to any material that breaches the provisions of this clause.
2.4 2.5 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 provided by the Supplier (as applicable) in any form or media or by any means;
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(b) access all or any part of the Subscription Services and any documentation provided by the Supplier in order to build a product or service which competes with the Subscription Services;
(c) use the Subscription Services to provide services to third parties;
(d) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or documentation provided by the Supplier available to any third party, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services , other than as provided under this clause 2.
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Subscription Services and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access 2.7 The rights provided under this clause 2 are granted to the Service Customer only, and shall not be considered granted to any third party it shall be responsible for actions subsidiary or holding company of such third partythe Customer.
Appears in 1 contract
Sources: Software as a Service Agreement
User Subscriptions.
2.1 Subject to the Customer Client purchasing the User Subscriptions in accordance with clause 3.33.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreementagreement, WorkInConfidence the Supplier hereby grants to the Customer Client a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services System during the Subscription Term solely for the Customer’s internal business Client's academic purposes and operations.
2.2 In relation to the Authorised Users, the Customer Client undertakes that:that:
2.2.1 (a) the maximum number of Authorised Users that it authorises to access and use the Services System shall not exceed the number of User Subscriptions it has purchased from time to time;; and
2.2.2 (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 Services; and
2.2.3 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidentialSystem.
2.3 The Customer Client shall not access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service System that:
2.3.1 (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (b) facilitates illegal activity;
2.3.3 (c) depicts sexually explicit images;
2.3.4 (d) promotes unlawful violence;
2.3.5 (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (f) is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence the Supplier reserves the right, without liability or prejudice to its other rights to the CustomerClient, to disable the Customer’s Client's access to any material that breaches the provisions of this clause.
2.4 The Customer Client 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 System Software 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 System Software; or
(b) access all or any part of the System in order to build a product or service which competes with the System; or
(c) use the System and/or the Services 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 System and/or 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 System.
2.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service System and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access 2.6 The rights provided under this clause 2 are granted to the Service Client only, and shall not be considered granted to any third party it shall be responsible for actions of such third partyperson connected to the Client in any capacity whatsoever.
Appears in 1 contract
Sources: System Subscription Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing and continuing to purchase the User Subscriptions Subscription in accordance with clause 3.38., the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreementagreement, WorkInConfidence the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services Services, the instruction manual and the outline tutorial during the Subscription Term solely for the Customer’s 's (or is customers as Authorised Users) internal business operations.
2.2 Either the Customer or an Authorised User may permit its employees or customers access to a Viewing Account (Viewing Account User) such access will terminate upon the termination of this agreement (irrespective of cause). A Viewing Account User will be required to accept these terms and conditions before the Viewing Account is activated.
2.3 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
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 Services; andServices and/or the instruction manual or the online tutorial;
2.2.3 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidential.
2.3 2.4 The Customer shall not access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service Services that:
2.3.1 (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (b) facilitates illegal activity;
2.3.3 (c) depicts sexually explicit images;
2.3.4 (d) promotes unlawful violence;
2.3.5 (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (f) is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s 's access to any material that breaches the provisions of this clause.
2.4 2.5 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, the instructions manual and the online tutorial (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer r 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 (hardware) or service which competes with the Services and/or the instruction manual and the online tutorial; or
(c) 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 the instruction manual and the online tutorial available to any third party except the Authorised Users, or
(d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or the instruction manual and the online tutorial other than as provided under this clause 2; or
(e) introduce or permit the introduction of, any Virus into the Supplier's network and information systems.
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or the instruction manual and the online tutorial and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access 2.7 The rights provided under this clause 2 are granted to the Service to any third party it shall be responsible for actions of such third partyCustomer and the Authorised Users only.
Appears in 1 contract
Sources: Software License Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.38.1, the restrictions set out in this clause 2 and the other terms and conditions of this Master AgreementContract, WorkInConfidence the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s 's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;1 per individual user account.
2.2.2 (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 Services; andServices and/or Documentation;
2.2.3 (c) each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential.
2.3 The Customer shall not access, store, distribute or transmit any viruses, Viruses or any material during the course of its use of the Service Services, and shall use reasonable endeavours to prevent the distribution or transmission of any Viruses or any material during the course of its use of the Services that:
2.3.1 (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (b) facilitates illegal activity;
2.3.3 (c) depicts sexually explicit images;
2.3.4 (d) promotes unlawful violence;
2.3.5 (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s '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 Contract, 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;
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where 2.6 The rights provided under this clause 2 are granted to the Customer grants only, and shall not be considered granted to any subsidiary or holding company of the Customer.
2.7 Subject to clauses 2.1 to 2.6, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in paragraph the quote provided and the Supplier shall grant access to the Service Services and the Documentation to any third party it shall such additional Authorised Users in accordance with the provisions of this Contract.
2.8 If the Customer wishes to purchase additional User Subscriptions, the Customer can add new Authorised Users by contacting support at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. Any additional Authorised Users purchased by the Customer in accordance with this clause 2.8 during a rolling monthly window that are not included in the current User Subscriptions will be responsible for actions invoiced at the next monthly invoice date as set out in paragraph 1 of such third partythe Quotation.
Appears in 1 contract
Sources: Service Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3section 7, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreementagreement, WorkInConfidence the Supplier hereby grants to the Customer a non-exclusive, non-transferable rightright and licence, without the right to grant sublicencessub-licences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s 's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;; and
2.2.2 (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 Services; and
2.2.3 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidentialand/or Documentation.
2.3 The Customer shall not access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service Services (including the provision of any Customer Data) that:
2.3.1 (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (b) facilitates illegal activity;
2.3.3 (c) depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 (d) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (e) is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s '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 17.1, 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
(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 Service Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access 2.6 The rights provided under this clause 2 are granted to the Service Customer only, and shall not be considered granted to any third party it shall be responsible for actions subsidiary or holding company of such third partythe Customer.
Appears in 1 contract
User Subscriptions. 2.1 3.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3Clause 4.2 and Clause 10.1, the restrictions set out in this clause 2 Clause 3 and the other terms and conditions of this Master Agreement, WorkInConfidence the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer’s internal business operations.
2.2 3.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 (a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
2.2.2 (b) the maximum number of Registrations in respect of an Event shall not exceed the number of Registrations it has purchased from time to time;
(c) 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 Services; and
2.2.3 (d) each Authorised User shall keep a secure password for his use of the Services Services, and that each Authorised User shall keep his such password confidential.
2.3 3.3 The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Service Services that:
2.3.1 (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (b) facilitates illegal activity;
2.3.3 (c) depicts sexually explicit images;
2.3.4 (d) promotes unlawful violence;
2.3.5 (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (f) is otherwise illegal or causes damage or injury to any person or property; ;
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 WorkInConfidence reserves the right, without liability or prejudice to its other rights except to the Customerextent 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 disable de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Customer’s 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 any services to third parties not specified in the Documentation; 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 available to any third party except the Authorised Users; and
(e) attempt to obtain, or assist third parties in obtaining, access to any material that breaches the provisions of Services, other than as provided under this clauseClause 3.
2.4 3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access 3.6 The rights provided under this Clause 3 are granted to the Service Customer only, and shall not be considered granted to any third party it shall be responsible for actions subsidiary or holding company of such third partythe Customer.
Appears in 1 contract
Sources: License Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence WorkInConfidence hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Term solely for the Customer’s internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
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 Services; and
2.2.3 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidentialconfidential.
2.3 The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Service 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 WorkInConfidence WorkInConfidence 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 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 notify WorkInConfidenceWorkInConfidence.
2.5 Where Customer grants access to the Service to any third party it shall be responsible for actions of such third party.
Appears in 1 contract
Sources: Organisational Master Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.33.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal 's business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
2.2.2 (b) it will not allow shall maintain a written (documented), up to date count of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or suffer any User Subscription times;
(c) it shall permit the Supplier to audit the Services in order to establish the quantity of Authorised Users. Such audit may be used by conducted no more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised Useronce per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in which case such a manner as not to substantially interfere with the prior Authorised User shall no longer have Customer's normal conduct of business;
(d) if any right to access or use the Services; and
2.2.3 each Authorised User shall keep a secure password for his use of the Services and audits referred to in clause 2.2(c) reveal that each Authorised User the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall keep his password confidentialpay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 in accordance with Clause 3.
2.3 The Customer shall not access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service Services that:
2.3.1 is (a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (b) facilitates illegal activity;
2.3.3 (c) depicts sexually explicit images;
2.3.4 (d) promotes unlawful violence;
2.3.5 is (e) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (f) are in a manner that is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence 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 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.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access to the Service to any third party it shall be responsible for actions of such third party.
Appears in 1 contract
Sources: Software Service Agreement
User Subscriptions. 2.1 Subject to the Customer Client purchasing the User Subscriptions in accordance with clause 3.33.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreementagreement, WorkInConfidence the Supplier hereby grants to the Customer Client a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services System during the Subscription Term solely for the Customer’s internal business Client's academic purposes and operations.
2.2 In relation to the Authorised Users, the Customer Client undertakes that:
2.2.1 (a) the maximum number of Authorised Users that it authorises to access and use the Services System shall not exceed the number of User Subscriptions it has purchased from time to time;; and
2.2.2 (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 Services; and
2.2.3 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidentialSystem.
2.3 The Customer Client shall not access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service System that:
2.3.1 (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (b) facilitates illegal activity;
2.3.3 (c) depicts sexually explicit images;
2.3.4 (d) promotes unlawful violence;
2.3.5 (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (f) is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence the Supplier reserves the right, without liability or prejudice to its other rights to the CustomerClient, to disable the Customer’s Client's access to any material that breaches the provisions of this clause.
2.4 The Customer Client 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 System Software 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 System Software; or
(b) access all or any part of the System in order to build a product or service which competes with the System; or
(c) use the System and/or the Services 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 System and/or 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 System.
2.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service System and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access 2.6 The rights provided under this clause 2 are granted to the Service Client only, and shall not be considered granted to any third party it shall be responsible for actions of such third partyperson connected to the Client in any capacity whatsoever.
Appears in 1 contract
Sources: System Subscription Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence hereby 3.1. Current Health grants to the Customer from the Effective Date a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services Services, Devices, Accessories, Dashboard and the Documentation during the Term solely for the Customer’s internal business operationsterm of this Agreement.
2.2 In relation 3.2. Where the Services involve access to analytical data and/or reports via a password protected section of the Current Health mobile applications or such other web application or portal notified to the Authorised UsersCustomer for this purpose, then the Customer undertakes that:
2.2.1 the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
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 Services; and
2.2.3 each Authorised User shall keep a secure password for his use of the Services Services, Devices, Accessories, Dashboard and Documentation (where applicable) and that each Authorised User shall keep his any password provided to him confidential.
2.3 3.3. The Customer shall not not, and ensure Authorised Users shall not, access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service Services or Devices that:
2.3.1 3.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 3.3.2. 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 3.3.3. in a manner that is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence Current Health reserves the right, without liability or prejudice to its other rights to the CustomerCustomer or Authorised Users, to disable the Customer’s or Authorised Users’ access to any material that breaches the provisions of this clause.
2.4 3.4. The Customer shall not, and ensure Authorised Users shall not (except to the extent expressly permitted under this Agreement):
3.4.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute (as applicable) all or any portion of the Software, Devices or Documentation (as applicable) in any form or media or by any means; or
3.4.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form (as applicable) all or any part of the Software or Devices; or
3.4.3. access all or any part of the Services, Devices, Dashboard and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3.4.4. attempt to obtain, or assist third parties in obtaining, access to the Services, Devices or Documentation, other than as provided under this clause 3.
3.5. The Customer shall, and ensure Authorised Users shall, keep all password and log-in details used in the relation to the Services and Devices secure, and shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services, Devices and the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidenceCurrent Health.
2.5 Where Customer grants access 3.6. The rights provided under this clause 3 are granted to the Service Customer and shall not be considered granted to any third party it shall be responsible for actions subsidiary or holding company of such third partythe Customer.
Appears in 1 contract
Sources: Services Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.33.2, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreementagreement, WorkInConfidence the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Order Term solely for the Customer’s 's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 (a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it set out in the Order Form or has otherwise purchased from time to time;
2.2.2 (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 Services; andat a time;
2.2.3 (c) each Authorised User shall keep a secure password for his use of the Services Services, and that each Authorised User shall keep his password confidential.;
(d) it shall permit, on reasonable notice, the Supplier or the Supplier's designated auditor to audit the Services in order to establish the number, name and password of each Authorised User and otherwise audit compliance with this Schedule D.
(e) if any of the audits referred to in clause 2.2(d) reveal that the Customer has underpaid Charges to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in in the Order Form within 10 Business Days of the date of the relevant audit;
2.3 The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Service that:
2.3.1 Services that 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 or is otherwise illegal or causes damage or injury to any person or property;
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 WorkInConfidence reserves the right, without liability or prejudice to its other rights except to the Customerextent expressly permitted under the Contract:
(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 disable de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Customer’s 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) 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 material that breaches Virus or Vulnerability into the provisions of this clauseSupplier's network and information systems.
2.4 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access 2.6 The rights provided under this clause 2 are granted to the Service Customer only, and shall not be considered granted to any third party subsidiary or holding company of the Customer unless specified in the Order Form.
2.7 the Supplier reserves the right to suspend the Services and/or User Subscription(s) if it shall be responsible for actions reasonably believes there is a breach of such third partythe requirements of this clause 2.
Appears in 1 contract
Sources: Terms and Conditions
User Subscriptions. 2.1 Subject to the Customer purchasing Authorised User registering for the User Subscriptions in accordance with clause 3.39.1, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence VPSL hereby grants to the Customer Authorised User a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the CustomerAuthorised User’s internal business operations.
2.2 In relation to the Authorised Users, the Customer Authorised User undertakes that:
2.2.1 Only the maximum number of Authorised Users that it authorises to may access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to timeServices;
2.2.2 it will not allow or suffer any User Subscription to be used by more anyone other 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 Services; and;
2.2.3 each the Authorised User shall keep a secure password for his use of the Services and Documentation, that each such password shall be changed no less frequently than monthly and that the Authorised User shall keep his password confidential.;
2.2.4 shall permit VPSL to audit the Services in order to establish the name and password of the Authorised User. Such audit may be conducted no more than once per quarter, at VPSL's expense, and this right shall be exercised with reasonable prior notice, and in such a manner as not to substantially interfere with the Authorised User's normal conduct of business;
2.2.5 if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to VPSL's other rights, VPSL shall promptly disable such passwords and account and VPSL shall not issue any new passwords to any such individual;
2.3 The Customer Authorised User shall not access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service 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 WorkInConfidence VPSL reserves the right, without liability or prejudice to its other rights to the CustomerAuthorised User, to disable the CustomerAuthorised User’s access to any material that breaches the provisions of this clause.
2.4 The Customer Authorised User 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 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 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 Authorised User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidenceVPSL.
2.5 Where Customer grants access 2.6 The rights provided under this clause 2 are granted to the Service Authorised User only, and shall not be considered granted to any third party it shall be responsible for actions associate, subsidiary or holding company of such third partythe Authorised User.
Appears in 1 contract
Sources: Mv Lite Access and Usage Agreement
User Subscriptions. 2.1 3.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.34.3 and clause 10.1, the restrictions set out in this clause 2 3 and the other terms and conditions of this Master Agreement, WorkInConfidence Prodeo hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services App during the Subscription Term solely for the Customer’s internal business operations.
2.2 3.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 3.2.1 the maximum number of Authorised Users that it authorises to access and use the Services App shall not exceed the number of User Subscriptions it has purchased from time to time;
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 Services; and
2.2.3 each 3.2.2 it shall maintain a written, up to date list of current Authorised User Users and provide such list to Prodeo within 5 Business Days of ▇▇▇▇▇▇’s written request at any time or times.
3.3 The Customer shall keep a secure password for his use of the Services not, and shall procure that each Authorised User shall keep his password confidential.
2.3 The Customer shall not not, access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service App that:
2.3.1 3.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 3.3.2 facilitates illegal activity;
2.3.3 3.3.3 depicts sexually explicit images;
2.3.4 3.3.4 promotes unlawful violence;
2.3.5 3.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 3.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; , and WorkInConfidence Prodeo 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 3.4 It is not ▇▇▇▇▇▇’s responsibility to carry out checks for the matters described in clause 3.3 and the Customer shall appoint at least one individual (the “Admin”) to regularly review the data and materials uploaded on to the App by the Authorised Users and to take all steps necessary to delete any data or material that breaches clause 3.3 above or is otherwise deemed to be inappropriate by the Customer and/or the Admin, each acting reasonably and in good faith.
3.5 The Customer shall encourage Authorised Users to avoid uploading special categories of personal data (which has the meaning given to it in the Data Protection Legislation) including health and medical information.
3.6 The Customer shall not:
3.6.1 except as may be allowed by any Applicable Laws which are incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
3.6.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
3.6.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App; or
3.6.2 subject to clause 16.4, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the App available to any third party except the Authorised Users; or
3.6.3 attempt to obtain, or assist third parties in obtaining, access to the App, other than as provided under this clause 3; or
3.6.4 introduce or permit the introduction of any Virus into Prodeo’s network and information systems; or
3.6.5 infringe ▇▇▇▇▇▇’s Intellectual Property Rights or those of any third party in relation to its use of the App (to the extent that such use is not licensed by this Agreement); or
3.6.6 use the App in a way that could damage, disable, overburden, impair or compromise Prodeo’s systems or security or interfere with other users.
3.7 The Customer shall:
3.7.1 ensure that its own computer systems and associated environment are protected against the introduction of any Viruses;
3.7.2 use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service App; and,
3.7.3 in the event of any such Virus being introduced or unauthorised access or use, promptly notify WorkInConfidenceProdeo.
2.5 Where Customer grants access to the Service to any third party it shall be responsible for actions of such third party.
Appears in 1 contract
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence The Supplier hereby grants to the Customer University a non-exclusive, non-transferable rightright and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Term solely for the Customer’s internal business operationsSubscription Term.
2.2 In relation to the Authorised Users, the Customer University undertakes that:
2.2.1 the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
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 Services; and
2.2.3 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidential.and/or Documentation;
2.3 The Customer University shall not knowingly:
2.3.1 distribute or transmit to the Supplier, via the Services, any Viruses;
2.3.2 store, access, storepublish, disseminate, distribute or transmit any viruses, or via the Services any material during the course of its use of the Service thatwhich:
2.3.1 2.3.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 2.3.2.2 facilitates illegal activity;
2.3.3 2.3.2.3 depicts sexually explicit images;
2.3.4 2.3.2.4 promotes unlawful violence;
2.3.5 2.3.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 2.3.2.6 is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence the Supplier reserves the right, without liability or prejudice to its other rights on no less than thirty (30) days' prior written notice to the CustomerUniversity, such notice specifying the breach of this clause and requiring it to be remedied within a period of no less than thirty (30) days’ from the date that the University receives the notice (depending on the scale of the breach), to disable the Customer’s University's access to any material the Services for the duration of time that breaches the provisions breach remains unremedied (subject to University demonstrating to the Supplier that it has taken all reasonable steps to mitigate the impact of this clausethe breach).
2.4 The Customer University shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or the Documentation and, in the event of if there is any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access The rights provided under this clause 2 are granted to the Service to University and any third party it shall be responsible for actions group company of such third partythe University.
Appears in 1 contract
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3Error! Reference source not found. and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreementagreement, WorkInConfidence the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s 's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;1 per user account.
2.2.2 (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 Services; andServices and/or Documentation;
2.2.3 (c) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential.;
2.3 The Customer shall not access, store, distribute or transmit any virusesViruses, or any material during the course of its use of the Service Services that:
2.3.1 (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (b) facilitates illegal activity;
2.3.3 (c) depicts sexually explicit images;
2.3.4 (d) promotes unlawful violence;
2.3.5 (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s '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 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
(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 Service Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access 2.6 The rights provided under this clause 2 are granted to the Service Customer only, and shall not be considered granted to any third party it shall be responsible for actions subsidiary or holding company of such third partythe Customer.
Appears in 1 contract
Sources: Saas Subscription Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, the license restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence Philips hereby grants to the Customer Customer, a non-exclusive, non-non- transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Purpose. Customer will name an administrative user who can create and delete Authorised User accounts for members of Customer’s internal business operationsorganisation or its Affiliates.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 the maximum number of : (a) it shall be responsible for compliance by Authorised Users that it authorises to access and use with the Services shall not exceed the number terms of User Subscriptions it has purchased from time to time;
2.2.2 this Agreement; (b) it will not allow or suffer any User Subscription 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 ServicesServices and/or its documentation; and
2.2.3 (c) each Authorised User shall keep a secure password for his its use of the Services and its documentation, and that each Authorised User shall keep his password confidential; (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Philips within 5 Business Days of Philips’ written request at any time or times; (f) it shall permit Philips to audit the Services for compliance with data protection legislation, if needed. Such audit may be conducted no more than once per quarter, and with reasonable prior notice; and (g) if an audit would reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Philips’ other rights, Customer shall promptly disable such passwords.
2.3 The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Service Services that:
2.3.1 (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 ; (b) facilitates illegal activity;
2.3.3 ; (c) depicts sexually explicit images;
2.3.4 ; (d) promotes unlawful violence;
2.3.5 ; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
2.3.6 is otherwise illegal or (f) causes damage or injury to any person or property; and WorkInConfidence Philips 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 will ensure that the Services provided hereunder are used in accordance with all applicable laws, regulations and third party rights, as well as the terms of this Agreement. Customer agrees to NOT: a) access (or attempt to access) the administrative interface or portal of the Services by any means other than through the interface that is provided by Philips in connection with the Services, unless it has been specifically allowed to do so in a separate written agreement with Philips, b) Attempt to disable or circumvent any security mechanisms used by Philips or any Philips applications except that Customer may request in writing to test or have tested the security of Philips, c) engage in any activity that intentionally interferes with or disrupts Services (or the servers and networks which are connected to the Services), d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make Services available to any third party, except as expressly authorized by this Agreement, e) use all reasonable endeavours the Services to prevent provide services to third parties, unless such third party is a “Sending Party” or “Receiving Party” subscribed to the PIPS Service; f) use or authorize the use of Services in any unauthorised access to, manner or use of, the Service and, for any purpose that is unlawful under applicable law and/or by any unauthorized user - and in the event of any such unauthorised unauthorized access or use, promptly to notify WorkInConfidence.
2.5 Where Philips; g) attempt to copy, decompile, disassemble, reverse engineer all or any part of Services or underlying software. Customer grants shall not develop Customer Applications to simulate or act as a single Application or otherwise access the Services in a manner intended to the Service to any third party it shall be responsible for actions of such third party.avoid incurring fees,
Appears in 1 contract
Sources: Collaboration Suite Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, the restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence The Supplier hereby grants to the Customer a non-exclusive, nonsub-transferable right, without the licensable right to grant sublicences, to permit the Customer’s Authorised Users to use the Services and the Documentation during the Term solely for the Customer’s 's internal business operations.
2.2 . In relation to the Authorised Users, the Customer undertakes that:
2.2.1 (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions subscriptions it has purchased from time to time;
2.2.2 (b) it will not allow shall permit the Supplier or suffer any User Subscription the Supplier's designated auditor 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 audit the prior Authorised User shall no longer have any right to access use or use the Services; and
2.2.3 each Authorised User shall keep a secure password for his use resale of the Services Each such audit may be conducted no more than once per year, at the Supplier's expense, and that each Authorised User this right shall keep his password confidential.
2.3 be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; The Customer shall not access, store, distribute or transmit any viruses, Viruses or any material during the course of its use of the Service Services that:
2.3.1 (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (b) facilitates illegal activity;
2.3.3 (c) depicts sexually explicit images;
2.3.4 (d) promotes unlawful violence;
2.3.5 (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 (f) is otherwise illegal or causes damage or injury to any person or property; and WorkInConfidence the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s 's access to any material that breaches the provisions of this clause.. The Customer shall not:
2.4 (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:
(b) 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
(c) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(d) 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
(e) introduce or permit the introduction of, any Virus into the Supplier's network and information systems. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencethe Supplier.
2.5 Where Customer grants access to the Service to any third party it shall be responsible for actions of such third party.
Appears in 1 contract
Sources: Saas Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, the license restrictions set out in this clause 2 and the other terms and conditions of this Master Agreement, WorkInConfidence Philips hereby grants to the Customer Customer, a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Purpose. Customer will name an administrative user who can create and delete Authorised User accounts for members of Customer’s internal business operationsorganisation or its Affiliates.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 the maximum number of (a) it shall be responsible for compliance by Authorised Users that it authorises to access and use with the Services shall not exceed the number terms of User Subscriptions it has purchased from time to timethis Agreement;
2.2.2 (b) it will not allow or suffer any User Subscription 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 Services; andServices and/or its documentation;
2.2.3 (c) each Authorised User shall keep a secure password for his its use of the Services and its documentation, and that each Authorised User shall keep his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Philips within 5 Business Days of Philips’ written request at any time or times;
(e) it shall permit Philips to audit the Services for compliance with data protection legislation, if needed. Such audit may be conducted no more than once per quarter, and with reasonable prior notice; and
(f) if an audit would reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Philips’ other rights, Customer shall promptly disable such passwords.
2.3 The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Service Services that:
2.3.1 (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 (b) facilitates illegal activity;
2.3.3 (c) depicts sexually explicit images;
2.3.4 (d) promotes unlawful violence;
2.3.5 (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
2.3.6 is otherwise illegal or (f) causes damage or injury to any person or property; and WorkInConfidence Philips 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 Customer will ensure that the Services provided hereunder are used in accordance with all applicable laws, regulations and third party rights, as well as the terms of this Agreement. Customer agrees to NOT:
a) access (or attempt to access) the administrative interface or portal of the Services by any means other than through the interface that is provided by Philips in connection with the Services, unless it has been specifically allowed to do so in a separate written agreement with Philips,
b) Attempt to disable or circumvent any security mechanisms used by Philips or any Philips applications except that Customer may request in writing to test or have tested the security of Philips,
c) engage in any activity that intentionally interferes with or disrupts Services (or the servers and networks which are connected to the Services),
d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make Services available to any third party, except as expressly authorized by this Agreement,
e) use the Services to provide services to third parties, unless such third party is a “Sending Party” or “Receiving Party” subscribed to the PIPS Service;
f) use or authorize the use of Services in any manner or for any purpose that is unlawful under applicable law and/or by any unauthorized user - and in the event of any such unauthorized access or use, promptly to notify Philips;
g) attempt to copy, decompile, disassemble, reverse engineer all or any part of Services or underlying software. Customer shall not develop Customer Applications to simulate or act as a single Application or otherwise access the Services in a manner intended to avoid incurring fees,
h) access the Services for the purpose of bringing an intellectual property infringement claim against Philips or for the purpose of creating a product or service competitive with the Services,
i) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service Services and/or its documentation and, in the event of any such unauthorised access or use, promptly notify WorkInConfidencePhilips.
2.5 Where Customer grants access 2.6 The rights provided under this clause 2 are granted to the Service Customer only, and shall not be considered granted to any third party it shall be responsible for actions affiliate or holding company of such third partythe Customer, unless this has been agreed between parties.
Appears in 1 contract
Sources: Hosted Solution Agreement