User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal educational and business operations. 2.2 In relation to the Authorised Users, the Customer undertakes that 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. 2.3 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (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 (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 in order to build a product or service which competes with the Services; or (c) use the Services to provide services to third parties; or (d) subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2. 2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier. 2.5 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 3 contracts
Sources: Terms and Conditions, Terms and Conditions, Terms and Conditions
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 3.2 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, 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 educational and business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that 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.
2.3 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) 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 ServicesServices and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 19.121, 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 ServicesServices and/or Documentation, other than as provided under this clause 2.; and
2.4 2.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.5 2.4 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Licensing Agreement
User Subscriptions. 2.1 3.1. Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreementAgreement, the Supplier Service Provider hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal educational and business operationsTerm.
2.2 3.1.1. The Customer may not distribute, sell, resell or provide access to any portion of the Services, use of the Services, or access to the Services for commercial purposes unless the Customer is registered with the Service Provider as a For-Profit Project and authorised thereto by the Service Provider.
3.1.2. Customers who are recipients of subsidised subscriptions (also known as an educational grant), such as a school, may only provide the Services or access to the Services to enrolled students.
3.2. In relation to the Authorised Users, the Customer undertakes that the that:
3.2.1. 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;
3.2.2. It will not allow or suffer any User Subscription to be used by more than one individual Authorised User;
3.2.3. Each Authorised User shall keep a secure password and login details for his use of the Services and Documentation;
3.2.4. It shall maintain a written, up to date list of current Authorised Users.
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 Services that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; and the Service Provider reserves the right to disable the Customer's access to any material that breaches the provisions of this clause.
3.4. The Customer shall not:
(a) except 3.4.1. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the partiesParties:
(i) 3.4.1.1. and except to the extent expressly permitted under this agreementAgreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republishre-publish, 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) 3.4.1.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) use the Services to provide services to third parties; or
(d) subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.
2.4 3.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, shall promptly notify the SupplierService Provider.
2.5 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Software as a Service Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreementthese terms, the Supplier hereby grants to the Customer User a personal, non-exclusive, non-transferable right, without the right to permit the Authorised Users grant sublicences, to use the Services and the Documentation during the Subscription Term Trial Period solely for to trial the Customer's internal educational and business operationsServices internally.
2.2 In relation to the Authorised Users, the Customer undertakes that the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of The User Subscriptions it has purchased from time to time.
2.3 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) parties and except to the extent expressly permitted under this agreement, these terms:
(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 ServicesServices and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, party; or
(e) attempt to obtain, or assist third parties in obtaining, access to the ServicesServices and/or Documentation, other than as provided under this clause 2.
2.4 2.3 The Customer User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.5 2.4 The User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights provided under this clause 2 are granted to the Customer onlyUser, and shall not be considered granted to disable the User's access to any subsidiary or holding company material that breaches the provisions of this clause.
2.5 Where the Supplier authorises the exporting of specific data as part of the CustomerServices, the User may publish that data, provided that it acknowledges the Supplier as the source of that data and the owner of copyright in that data.
Appears in 1 contract
Sources: End User Free Trial Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing paying: (a) the User Subscriptions applicable Subscription Fee in accordance with clause 3.3 6 which entitles employees, agents and clause 8.1, independent contractors authorised by the restrictions set out Customer (“Authorised Users”) to use the services described in this clause 2 the Order via ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (“Services”) and the other terms documents which describe the Services and conditions of the user instructions (“Documentation”) in the Location shown in the Order to access and use the Services in accordance with this agreement, agreement and (b) the Upload Fees in accordance with clause 6 per company nominated by the Customer from time to time (“Target” or “Portfolio Company”); the Supplier hereby grants to the Customer a non-exclusive, non-transferable right solely for the Customer's internal business operations during the Subscription Term, without the right to grant sublicences, to permit the Authorised Users to use the Services, including the supply of any data or information, in whatever form including images, still and moving, and sound recordings, the provision of which is comprised in the Services during the Subscription Term solely for the Customer's internal educational and business operations(“Data”).
2.2 In relation The Customer acknowledges that the Supplier may use its admin access to confirm that use of the Authorised UsersServices is in accordance with this agreement and, as appropriate and without prejudice to its other rights, the Supplier may: (i) promptly disable any passwords; (ii) charge the Customer undertakes that the maximum number of Authorised Users that it authorises to access and use for any unauthorised use; and/or (iii) at its discretion suspend or terminate the Services shall not exceed the number of User Subscriptions it has purchased from time to timeas a whole.
2.3 The Customer shall not access, store, distribute or transmit any worms, trojan horses, viruses, or any material during the course of its use of the Services that is unlawful or that might damage Supplier’s reputation.
2.4 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) 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 online software applications provided by the Supplier as part of the Services (“Software”) and/or Documentation (as applicable) in any form or media or by any means; or
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 ServicesServices and/or the Documentation; or
(c) use ensure Authorised Users do not share login credentials with anyone inside or outside of the Services Customer’s firm or Location, nor assign new login credentials to provide services to third partiesanyone outside the Customer firm; or
(d) subject use the Services and/or Documentation to clause 19.1, provide services to third parties save where expressly authorised by Supplier in writing in the Order; or
(e) 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
(ef) attempt to obtain, or assist third parties in obtaining, access to the ServicesServices and/or Documentation, other than as provided under this clause 2clause.
2.4 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, or suspicion of any such unauthorised access or use, promptly notify the Supplier.
2.5 2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby 3.1 Telent grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal educational business operations subject to the terms of this Agreement and business operationspurchase by the Customer of sufficient user subscriptions (as set out in the Service Description).
2.2 In relation to the Authorised Users, the 3.2 The Customer undertakes agrees that the maximum number of Authorised Users that it authorises to access and use the Services authorised users shall not exceed the number of User Subscriptions it user subscriptions purchased. The Customer will permit Telent to audit use of the Services. If an audit reveals that the Customer has purchased from time underpaid, then without prejudice to timeTelent’s other rights, the Customer shall pay an amount equal to such underpayment within ten (10) Business Days of the audit.
2.3 3.3 The Customer shall ensure that its authorised users comply with the Acceptable Use Policy at all times. Breach of the Acceptable Use Policy will be a material breach of this Agreement and, without prejudice to other rights, Telent reserves the right to disable the Customer’s access to any material which breaches the Policy.
3.4 The Customer shall not (and shall ensure that its authorised users do 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, 3.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) 3.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) 3.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes with the ServicesServices and/or the Documentation; or
(c) 3.4.4 use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 19.1, 3.4.5 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 Usersauthorised users, or
(e) 3.4.6 attempt to obtain, or assist third parties in obtaining, access to the ServicesServices and/or Documentation, other than as provided under this clause 2clause.
2.4 3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the SupplierTelent.
2.5 3.6 The rights provided under this clause 2 are granted Customer may, from time to the Customer onlytime, and shall not be considered granted purchase additional user subscriptions subject to any subsidiary or holding company payment of the Customerappropriate price specified in the Service Description.
Appears in 1 contract
Sources: Cloud Services Agreement
User Subscriptions. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier Red Sift hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal educational and business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that 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.
2.3 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreementthe 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 in order to build a product or service which competes with the ServicesServices and/or the Documentation; or
(c) except with Red Sift's prior written consent, use the Services to provide services to third parties; or
(d) subject to clause 19.121.1, 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 ServicesServices and/or Documentation, other than as provided under this clause 2.; provided that nothing in this clause 2.2 shall be deemed to prevent or restrict the Channel Partner from exercising its rights and carrying out its under its Channel Partner agreement
2.4 2.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the SupplierRed Sift.
2.5 2.4 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 1 contract
Sources: Service Terms and Conditions