Authorised Users. 9.1 The parties acknowledge that, notwithstanding the licence restrictions set out at clause 11, there is in principle no limit on the number of Authorised Users who may access and use the Solutions and Environment or otherwise receive the Services. 9.2 In relation to the Authorised Users, the Customer: 9.2.1 is and shall at all times remain responsible for the acts and omissions of all Authorised Users as if they were the acts and/or omissions of the Customer itself; 9.2.2 will provide all Authorised Individuals with a copy of the User Notice prior to their accessing or using the Solutions, Environment and/or Services; 9.2.3 will ensure that each Authorised User keeps a secure and unique password for their use of the Solutions and access to the Environment and Services, that such password is changed no less frequently than once per Month and that each Authorised User keeps their password confidential; 9.2.4 Acknowledges that if any Authorised User does not log in for any continuous period of 30 days or more, EMIS may (at its discretion) prompt such user to change their password before allowing any further access to the Solutions, Environment and/or Services (for that user only); 9.2.5 shall maintain a written, up to date list of current Authorised Users and provide such list to EMIS within 5 Working Days of EMIS’ written request and shall otherwise notify EMIS as soon as reasonably practicable when any Authorised Users cease to be employed by the Customer (or, in the event that the Authorised User is from a different organisation (as approved by EMIS in accordance with the Agreement) then when they cease to be employed by such third party organisation) and/or cease to require access to the Solutions, Environment and/or Services; 9.2.6 acknowledges that EMIS has the right, acting reasonably but entirely in its discretion, to refuse to allow any particular proposed Authorised Individual from becoming an Authorised User; and 9.2.7 will not permit any Authorised User account to be used by more than one individual unless it has been reassigned in its entirety to another individual, in which case the prior Authorised Individual shall no longer have any right to access or use the Solutions, Environment and/or receive the Services. For the avoidance of doubt an Authorised User account cannot be reassigned on a regular or frequent basis between Authorised Users.
Appears in 1 contract
Samples: Master Services Agreement
Authorised Users. 9.1 6.1 The parties acknowledge thatClient shall designate its Authorised Users, notwithstanding the licence restrictions set out at clause 11, there is in principle with no limit on the number in number, and may make changes at any time. The Client shall be responsible for maintaining a current and accurate written list of Authorised Users who may and shall provide such list to Acolyte on request.
6.2 Authorised Users shall be the only users of the Application, and Authorised Users must access the Application solely for the benefit of the Client.
6.3 To be an Authorised User,an individual must:
6.3.1 Have authorisation from the client to access and use the Solutions application;
6.3.2 Complete the registration process, and Environment keep such registration information current during the term; and
6.3.3 Have a user id, such as his or otherwise receive her email, to enable his or her access to the Servicesapplication.
9.2 6.4 The Client is responsible for all damage and losses arising as a result of Authorised Users’ access to and use of the Application, such as, for instance, the granting of access to Candidate Data to third parties by an Authorised User in breach of this Agreement and Data Protection Legislation. Any breach of this Agreement by any Authorised User will be deemed to be a breach of this Agreement by the Client, and the Client will be liable for any losses arising.
6.5 The Client shall notify Acolyte as soon as reasonably possible if the Client becomes aware of any unauthorised use of the whole or any part of the Application by any of the Client’s employees, contractors or officers, or anyone else.
6.6 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application, and in the event of any such unauthorised access or use, promptly notify Acolyte.
6.7 In relation to the Authorised Users, the CustomerClient undertakes that:
9.2.1 is and 6.7.1 It shall at all times remain responsible for the acts and omissions of all Authorised Users as if they were the acts and/or omissions of the Customer itself;
9.2.2 will provide all Authorised Individuals with a copy of the User Notice prior to their accessing or using the Solutions, Environment and/or Services;
9.2.3 will ensure procure that each Authorised User keeps abides by the End User Terms;
6.7.2 It shall not knowingly permit anyone other than an Authorised User to use or access the Application;
6.7.3 Each Authorised User shall keep a secure and unique password for their his use of the Solutions and access to the Environment and Services, that such password is changed no less frequently than once per Month Application and that each Authorised User keeps shall keep his password confidential and not share their password confidentiallog-in credentials with anyone else, including other Authorised Users or Client personnel;
9.2.4 Acknowledges that if any 6.7.4 Authorised Users shall use only their own User does not log in for any continuous period of 30 days or more, EMIS may (at its discretion) prompt such user to IDs and never share their User ID; keep their respective User ID and password information secure and confidential; and change their password before allowing any further access to the Solutions, Environment and/or Services (for that user only)as frequently as is reasonably required by Acolyte;
9.2.5 6.7.5 It shall adopt and maintain reasonable security precautions for User IDs to prevent their disclosure to and use by unauthorised persons and promptly notify Acolyte upon becoming aware that the security or integrity of a writtenUser ID or password has been compromised;
6.7.6 It shall permit Acolyte to audit the Client’s use of the Application in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per year, up to date list of current Authorised Users at Acolyte’s expense, and provide such list to EMIS within 5 Working Days of EMIS’ written request and this right shall otherwise notify EMIS as soon as reasonably practicable when any Authorised Users cease to be employed by the Customer (orexercised with reasonable prior notice, in the event that the Authorised User is from such a different organisation (manner as approved by EMIS in accordance not to substantially interfere with the Agreement) then when they cease to be employed by such third party organisation) and/or cease to require access to the Solutions, Environment and/or ServicesClient’s normal conduct of business;
9.2.6 acknowledges 6.7.7 If any of the audits referred to in clause 5.7.6 reveal that EMIS any password has the right, acting reasonably but entirely in its discretion, been provided to refuse to allow any particular proposed Authorised Individual from becoming individual who is not an Authorised User; and, then without prejudice to Acolyte’s other rights, Acolyte shall promptly disable such passwords and Acolyte shall not issue any new passwords to any such individual.
9.2.7 will 6.8 The Client shall not, and shall not permit any Authorised User account to be used by more than one individual unless it has been reassigned in its entirety to another individualor third party to, in which case the prior Authorised Individual shall no longer have any right to access or use the SolutionsApplication in any way that:
6.8.1 Infringes, Environment and/or receive the Services. For the avoidance misappropriates or violates any Intellectual Property Rights or publicity, privacy or other right of doubt an Authorised User account cannot be reassigned on a regular Acolyte or frequent basis between Authorised Users.any third party;
6.8.2 Violates any applicable laws, statutes, ordinances, rules or regulations or any judicial or administrative orders; or
Appears in 1 contract
Samples: Terms of Business
Authorised Users. 9.1 The parties acknowledge that, notwithstanding the licence restrictions set out at clause 11, there is in principle no limit on the number of (a) You may permit an Authorised Users who may User to access and use the Solutions Platform subject to the terms and Environment conditions of the relevant Platform Terms of Services (“TOS”), without amendment, which for
i. Customer End Users is available at xxxxx://xxxxxxxx.xxx/tos/; or
ii. Agent End Users is available at xxxxx://xxxxxxxx.xxx/tos/. Nothing in the TOS operates to limit the rights or otherwise receive the Servicesobligations of each of you and us under this Agreement.
9.2 In relation to the Authorised Users(b) You acknowledge that we have no control over what you, the Customer:
9.2.1 is and shall at all times remain responsible for the acts and omissions of all Authorised Users as if they were the acts and/or omissions of the Customer itself;
9.2.2 will provide all Authorised Individuals with a copy of the User Notice prior to their accessing or using the Solutions, Environment and/or Services;
9.2.3 will ensure that each Authorised User keeps a secure and unique password for their use of the Solutions and access to the Environment and Services, that such password is changed no less frequently than once per Month and that each Authorised User keeps their password confidential;
9.2.4 Acknowledges that if any Authorised User or other third party does with or on the Platform, and the transactions that are made using the Platform. We are not log in a party to any transaction you and/or Authorised User(s) enter into with each other or between themselves using the Platform. Accordingly (and with the exception of liability that cannot be excluded), we accept no liability for any continuous period of 30 days claims or more, EMIS may (at its discretion) prompt such user to change their password before allowing any further access to the Solutions, Environment and/or Services (for that user only);
9.2.5 shall maintain a written, up to date list of current Authorised Users and provide such list to EMIS within 5 Working Days of EMIS’ written request and shall otherwise notify EMIS as soon as reasonably practicable when any Authorised Users cease to be employed demands by the Customer (or, in the event that the Authorised User is from a different organisation (as approved by EMIS in accordance with the Agreement) then when they cease to be employed by such third party organisation) and/or cease to require access to the Solutions, Environment and/or Services;
9.2.6 acknowledges that EMIS has the right, acting reasonably but entirely in its discretion, to refuse to allow any particular proposed Authorised Individual from becoming an Authorised User; and
9.2.7 will not permit any Authorised User account relating to be used by more than one individual unless it has been reassigned in its entirety to another individualthis Agreement, in which case the prior TOS, the Platform, transactions made using the Platform or the User Data (as that term is defined below).
(c) Where you permit an Authorised Individual shall no longer have any right User to access or use the SolutionsPlatform under clause 3.1 above, Environment and/or receive then you will:
(d) ensure that the Services. For Authorised User complies with the avoidance terms and conditions of doubt the relevant TOS; and
(e) indemnify us against any losses, liabilities, damages or penalties (inclusive of reasonable legal fees) suffered or incurred by us as a result of any:
i. breach of the TOS by an Authorised User account cannot be reassigned on a regular (or frequent basis between its employees, contractors, agents or officers); or
ii. claim by an Authorised UsersUser relating in any way to this Agreement, the TOS, the Platform, the transactions made using the Platform or the User Data.
(f) You will promptly notify us of any breach of the TOS by an Authorised User that you become aware, and do all that is reasonably necessary (at your cost) to halt any such breach. You will also provide us with reasonable assistance were we elect (in our discretion) to take legal action against an Authorised User or other third party to protect or enforce our rights under this Agreement or the relevant TOS.
Appears in 1 contract
Samples: Hosted Services Agreement
Authorised Users. 9.1 The parties acknowledge that, notwithstanding the licence restrictions set out at clause 11, there is in principle no limit on the number of Authorised Users who may access and use the Solutions and Environment or otherwise receive the Services.
9.2 In relation to the Authorised Users, the CustomerCompany undertakes that:
9.2.1 is and shall at all times remain responsible for (a) the acts and omissions maximum number of all Authorised Users as if they were that it authorises to access and use the acts and/or omissions Service and the Documentation shall not exceed the number of the Customer itselfUser Subscriptions it has purchased from time to time;
9.2.2 will provide all Authorised Individuals with a copy of the User Notice prior to their accessing or using the Solutions, Environment and/or Services;
9.2.3 will ensure that each Authorised User keeps a secure and unique password for their use of the Solutions and access to the Environment and Services, that such password is changed no less frequently than once per Month and that each Authorised User keeps their password confidential;
9.2.4 Acknowledges that if any Authorised User does not log in for any continuous period of 30 days or more, EMIS may (at its discretionb) prompt such user to change their password before allowing any further access to the Solutions, Environment and/or Services (for that user only);
9.2.5 shall maintain a written, up to date list of current Authorised Users and provide such list to EMIS within 5 Working Days of EMIS’ written request and shall otherwise notify EMIS as soon as reasonably practicable when any Authorised Users cease to be employed by the Customer (or, in the event that the Authorised User is from a different organisation (as approved by EMIS in accordance with the Agreement) then when they cease to be employed by such third party organisation) and/or cease to require access to the Solutions, Environment and/or Services;
9.2.6 acknowledges that EMIS has the right, acting reasonably but entirely in its discretion, to refuse to allow any particular proposed Authorised Individual from becoming an Authorised User; and
9.2.7 it will not permit allow or suffer any Authorised User account Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individualindividual Authorised User, in which case the prior Authorised Individual User shall no longer have any right to access or use the SolutionsService and the Documentation;
(c) each Authorised User shall use the Company Password for his use of the Service and and each Authorised User shall keep the Company Password confidential;
(d) it shall permit Xxxxxxx to audit the Service in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, Environment and/or receive at Cauwill’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Services. For Company's normal conduct of business and such audit shall not, for the avoidance of doubt doubt, require any access to the Company’s premises;
(e) if any of the audits referred to in clause 1.5
(d) reveal that any password has been provided to any individual who is not an Authorised User account canUser, then without prejudice to Xxxxxxx's other rights, the Company shall promptly disable such passwords and Cauwill shall not be reassigned on a regular or frequent basis between Authorised Usersissue any new passwords to any such individual; and
(f) if any of the audits referred to in clause 1.5(d) reveal that the Company has underpaid Charges to Cauwill, then without prejudice to Cauwill’s other rights, the Company shall pay to Cauwill an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule A within 10 Business Days of the date of the relevant audit.
Appears in 1 contract
Samples: Terms of Service
Authorised Users. 9.1 3.1 The parties acknowledge thatCustomer shall ensure that only Authorised Users use the Subscribed Services and that such use is at all times in accordance with the Agreement. The Customer shall ensure that Authorised Users are, notwithstanding at all times whilst they have access to the licence restrictions set out at clause 11Subscribed Services, there the employees or contractors of the Customer.
3.2 The Customer shall keep a list of all Authorised Users and shall notify the Supplier within two Business Days if any updates to the list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by the Customer such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in principle no limit on advance, the Customer shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.
3.3 The Customer shall ensure that the number of Authorised Users who may access does not exceed the number of Purchased Authorised User Accounts at any time. The Customer is entitled to remove one individual as an Authorised User and use replace them with another individual in accordance with the Solutions and Environment terms of the Agreement, but Authorised User accounts cannot be shared or otherwise receive used by more than one individual at the Servicessame time.
9.2 In relation 3.4 Without prejudice to any other right or remedy of the Supplier, in the event the Customer is in breach of clause 3.3 then the Customer shall be liable to pay for the number of Authorised Users, Users above the Customernumber of Purchased Authorised User Accounts for the relevant period during which infringement occurred.
3.5 The Customer shall:
9.2.1 is and shall at all times remain responsible 3.5.1 be liable for the acts and omissions of all the Authorised Users as if they were the acts and/or omissions of the Customer itselfits own;
9.2.2 will 3.5.2 only provide all Authorised Individuals Users with a copy of the User Notice prior to their accessing or using the Solutions, Environment and/or Services;
9.2.3 will ensure that each Authorised User keeps a secure and unique password for their use of the Solutions and access to the Environment Services via the access method provided by the Supplier and Services, that such password is changed no less frequently than once per Month and that each Authorised User keeps their password confidential;
9.2.4 Acknowledges that if any Authorised User does shall not log in for any continuous period of 30 days or more, EMIS may (at its discretion) prompt such user to change their password before allowing any further provide access to the Solutions, Environment and/or Services (for that user only);
9.2.5 shall maintain a written, up to date list of current Authorised Users and provide such list to EMIS within 5 Working Days of EMIS’ written request and shall otherwise notify EMIS as soon as reasonably practicable when any Authorised Users cease to be employed by the Customer (or, in the event that the Authorised User is from a different organisation (as approved by EMIS in accordance with the Agreementor permit access by) then when they cease to be employed by such third party organisation) and/or cease to require access to the Solutions, Environment and/or Services;
9.2.6 acknowledges that EMIS has the right, acting reasonably but entirely in its discretion, to refuse to allow any particular proposed Authorised Individual from becoming anyone other than an Authorised User; and
9.2.7 will not permit any 3.5.3 procure that each Authorised User account is aware of, and complies with, the obligations and restrictions imposed on the Customer under the Agreement, including all obligations and restrictions relating to be used by more than one individual unless it the Supplier’s Confidential Information.
3.6 The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer as necessary for use of the Services) their password or access details for the Subscribed Services.
3.7 The Customer shall (and shall ensure all Authorised Users shall) at all times comply with the Acceptable Use Policy and all other provisions of the Agreement.
3.8 If any password has been reassigned in its entirety provided to another individualan individual that is not an Authorised User, in which case the prior Customer shall, without delay, disable any such passwords and notify the Supplier immediately.
3.9 The Customer shall comply (and shall ensure all Authorised Individual Users comply) with all applicable laws, rules, and regulations governing export that apply to the Services, the Customer Data and the Documentation (or any part), and shall no longer have not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Customer Data or the Documentation (or any right to part) to, or access or use the SolutionsServices, Environment and/or receive the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of any country, without first obtaining such licence or other approval. Without prejudice to the Supplier’s obligations under the Data Protection Addendum, the Customer shall be solely responsible for ensuring its access, importation and use of the Services. For , the avoidance Customer Data and Documentation in or into any part of doubt an Authorised User account cannot be reassigned on a regular the Subscribed Territory or frequent basis between Authorised Userselsewhere complies with all export and other laws.
3.10 Clauses 3.5 to 3.9 (inclusive) shall survive termination or expiry of the Agreement.
Appears in 1 contract
Samples: Master Terms
Authorised Users. 9.1 The parties acknowledge that, notwithstanding the licence restrictions set out at clause 11, there is in principle no limit on the number of Authorised Users who may access and use the Solutions and Environment or otherwise receive the Services.
9.2 6.1. In relation to the Authorised Users, the CustomerCustomer undertakes that:
9.2.1 is and shall at all times remain responsible for the acts and omissions of all Authorised Users as if they were the acts and/or omissions of the Customer itself;
9.2.2 will provide all Authorised Individuals with a copy of the User Notice prior to their accessing or using the Solutions, Environment and/or Services;
9.2.3 will ensure that 6.1.1. each Authorised User keeps shall keep a secure and unique password for their use of the Solutions Service, regularly change their password, and access not disclose their password to the Environment and Services, that such password is changed no less frequently any other person;
6.1.2. it will not allow or suffer any subscription to be used by more than once per Month and that each one individual Authorised User keeps their password confidentialunless 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;
9.2.4 Acknowledges that if any 6.1.3. no password or login shall be used by more than one person, or by anyone who is not an Authorised User does not log in for any continuous period of 30 days or more, EMIS may (at its discretion) prompt such user to change their password before allowing any further access to the Solutions, Environment and/or Services (for that user only)User;
9.2.5 6.1.4. it shall maintain a written, up to date list of current Authorised Users and provide such list to EMIS CUBE within 5 Working five (5) Business Days of EMIS’ CUBE’s written request at any time; and
6.1.5. it shall be at all times responsible and liable for the acts and omissions of each Authorised User in relation to this Agreement (whether or not such Authorised User is a member of staff of the Customer) as though they were the acts and omissions of the Customer itself.
6.2. The Customer shall not (and shall otherwise notify EMIS as soon as reasonably practicable when any procure that its Authorised Users cease shall not):
6.2.1. except as may be allowed by any law which is incapable of exclusion by agreement between the parties and except to be employed the extent expressly permitted under this Agreement, attempt to copy, modify, republish, display, transmit, or distribute all or any portion of the Service in any form or media or by any means or attempt to reverse compile, disassemble, or reverse engineer all or any part of the Service;
6.2.2. access all or any part of the Service or the Content in order to build a product or service which competes with the Service;
6.2.3. attempt to circumvent any security or access restriction features within the Service; or
6.2.4. license, rent, lease, transfer, assign, disclose, or otherwise commercially exploit or make the Service available to any third party.
6.3. The Customer (orshall 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 CUBE of the same.
6.4. Customer shall ensure that the Authorised User is from a different organisation (as approved by EMIS Users do not use the Content other than in accordance with the Agreement) then when they cease to be employed by such third party organisation) and/or cease to require access to terms of applicable Order Forms, this Agreement and the Solutions, Environment and/or Services;
9.2.6 acknowledges that EMIS has the right, acting reasonably but entirely in its discretion, to refuse to allow any particular proposed Authorised Individual from becoming an Authorised User; and
9.2.7 will not permit any Authorised User account to be used by more than one individual unless it has been reassigned in its entirety to another individual, in which case the prior Authorised Individual shall no longer have any right to access or use the Solutions, Environment and/or receive the Services. For the avoidance of doubt an Authorised User account cannot be reassigned on a regular or frequent basis between Authorised UsersDocumentation.
Appears in 1 contract
Samples: End User License Agreement
Authorised Users. 9.1 5.1 The parties acknowledge thatClient shall designate its Authorised Users, notwithstanding the licence restrictions set out at clause 11, there is in principle with no limit on the number in number, and may make changes at any time. The Client shall be responsible for maintaining a current and accurate written list of Authorised Users who may and shall provide such list to Acolyte on request.
5.2 Authorised Users shall be the only users of the Application, and Authorised Users must access the Application solely for the benefit of the Client.
5.3 To be an Authorised User,an individual must:
5.3.1 Have authorisation from the Client to access and use the Solutions application;
5.3.2 Complete the registration process, and Environment keep such registration information current during the term; and
5.3.3 Have a user id, such as his or otherwise receive her email, to enable his or her access to the Servicesapplication.
9.2 5.4 The Client is responsible for all damage and losses arising as a result of Authorised Users’ access to and use of the Application, such as, for instance, the granting of access to Candidate Data to third parties by an Authorised User in breach of this Agreement and Data Protection Legislation. Any breach of this Agreement by any Authorised User will be deemed to be a breach of this Agreement by the Client, and the Client will be liable for any losses arising.
5.5 The Client shall notify Acolyte as soon as reasonably possible if the Client becomes aware of any unauthorised use of the whole or any part of the Application by any of the Client’s employees, contractors or officers, or anyone else.
5.6 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application, and in the event of any such unauthorised access or use, promptly notify Acolyte.
5.7 In relation to the Authorised Users, the CustomerClient undertakes that:
9.2.1 is and 5.7.1 It shall at all times remain responsible for the acts and omissions of all Authorised Users as if they were the acts and/or omissions of the Customer itself;
9.2.2 will provide all Authorised Individuals with a copy of the User Notice prior to their accessing or using the Solutions, Environment and/or Services;
9.2.3 will ensure procure that each Authorised User keeps abides by the End User Terms;
5.7.2 It shall not knowingly permit anyone other than an Authorised User to use or access the Application;
5.7.3 Each Authorised User shall keep a secure and unique password for their his use of the Solutions and access to the Environment and Services, that such password is changed no less frequently than once per Month Application and that each Authorised User keeps shall keep his password confidential and not share their password confidentiallog-in credentials with anyone else, including other Authorised Users or Client personnel;
9.2.4 Acknowledges that if any 5.7.4 Authorised Users shall use only their own User does not log in for any continuous period of 30 days or more, EMIS may (at its discretion) prompt such user to IDs and never share their User ID; keep their respective User ID and password information secure and confidential; and change their password before allowing any further access to the Solutions, Environment and/or Services (for that user only)as frequently as is reasonably required by Acolyte;
9.2.5 5.7.5 It shall adopt and maintain reasonable security precautions for User IDs to prevent their disclosure to and use by unauthorised persons and promptly notify Acolyte upon becoming aware that the security or integrity of a writtenUser ID or password has been compromised;
5.7.6 It shall permit Acolyte to audit the Client’s use of the Application in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per year, up to date list of current Authorised Users at Acolyte’s expense, and provide such list to EMIS within 5 Working Days of EMIS’ written request and this right shall otherwise notify EMIS as soon as reasonably practicable when any Authorised Users cease to be employed by the Customer (orexercised with reasonable prior notice, in the event that the Authorised User is from such a different organisation (manner as approved by EMIS in accordance not to substantially interfere with the Agreement) then when they cease to be employed by such third party organisation) and/or cease to require access to the Solutions, Environment and/or ServicesClient’s normal conduct of business;
9.2.6 acknowledges 5.7.7 If any of the audits referred to in clause 6.7.6 reveal that EMIS any password has the right, acting reasonably but entirely in its discretion, been provided to refuse to allow any particular proposed Authorised Individual from becoming individual who is not an Authorised User; and, then without prejudice to Acolyte’s other rights, Acolyte shall promptly disable such passwords and Acolyte shall not issue any new passwords to any such individual.
9.2.7 will 5.8 The Client shall not, and shall not permit any Authorised User account to be used by more than one individual unless it has been reassigned in its entirety to another individualor third party to, in which case the prior Authorised Individual shall no longer have any right to access or use the SolutionsApplication in any way that:
5.8.1 Infringes, Environment and/or receive the Services. For the avoidance misappropriates or violates any Intellectual Property Rights or publicity, privacy or other right of doubt an Authorised User account cannot be reassigned on a regular Acolyte or frequent basis between Authorised Users.any third party;
5.8.2 Violates any applicable laws, statutes, ordinances, rules or regulations or any judicial or administrative orders; or
Appears in 1 contract
Samples: Terms of Business
Authorised Users. 9.1 5.1 The parties acknowledge thatClient shall designate its Authorised Users, notwithstanding the licence restrictions set out at clause 11, there is in principle with no limit on the number in number, and may make changes at any time. The Client shall be responsible formaintaining a current and accurate written list of Authorised Users who may and shall provide such list to Acolyte on request.
5.2 Authorised Users shall be the only users of the Application, and Authorised Users must access the Application solely for the benefit of the Client.
5.3 TobeanAuthorisedUser,anindividualmust:
5.3.1 have authorisation from the Client to access and use the Solutions Application;
5.3.2 complete the registration process, and Environment keep such registration information current during the Term; and
5.3.1 have a User ID, such as his or otherwise receive her email, to enable his or her access to the ServicesApplication.
9.2 5.4 The Client is responsible for all damage and losses arising as a result of Authorised Users’ access to and use of the Application, such as, for instance, the granting of access to Candidate Data to third parties by an Authorised User in breach of this Agreement and Data Protection Legislation. Any breach of this Agreement by any Authorised User will be deemed to be a breach of this Agreement by the Client, and the Client will be liable for any losses arising.
5.5 The Client shall notify Acolyte as soon as reasonably possible if the Client becomes aware of any unauthorised use of the whole or any part of the Application by any of the Client’s employees, contractors or officers, or anyone else.
5.6 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application, and in the event of any such unauthorised access or use, promptly notify Acolyte.
5.7 In relation to the Authorised Users, the CustomerClient undertakes that:
9.2.1 is and 5.7.1 it shall at all times remain responsible for the acts and omissions of all Authorised Users as if they were the acts and/or omissions of the Customer itself;
9.2.2 will provide all Authorised Individuals with a copy of the User Notice prior to their accessing or using the Solutions, Environment and/or Services;
9.2.3 will ensure procure that each Authorised User keeps abides by the End User Terms;
5.7.2 it shall not knowingly permit anyone other than an Authorised User to use or access the Application;
5.7.3 each Authorised User shall keep a secure and unique password for their his use of the Solutions and access to the Environment and Services, that such password is changed no less frequently than once per Month Application and that each Authorised User keeps shall keep his password confidential and not share their password confidentiallog- in credentials with anyone else, including other Authorised Users or Client personnel;
9.2.4 Acknowledges that if any Authorised 5.7.4 authorised Users shall use only their own User does not log in for any continuous period of 30 days or more, EMIS may (at its discretion) prompt such user to IDs and never share their User ID; keep their respective User ID and password information secure and confidential; and change their password before allowing any further access to the Solutions, Environment and/or Services (for that user only)as frequently as is reasonably required by Acolyte;
9.2.5 5.7.5 it shall adopt and maintain reasonable security precautions for User IDs to prevent their disclosure to and use by unauthorised persons and promptly notify Acolyte upon becoming aware that the security or integrity of a writtenUser ID or password has been compromised;
5.7.6 it shall permit Acolyte to audit the Client’s use of the Application in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per year, up to date list of current Authorised Users at Acolyte’s expense, and provide such list to EMIS within 5 Working Days of EMIS’ written request and this right shall otherwise notify EMIS as soon as reasonably practicable when any Authorised Users cease to be employed by the Customer (orexercised with reasonable prior notice, in the event that the Authorised User is from such a different organisation (manner as approved by EMIS in accordance not to substantially interfere with the Agreement) then when they cease to be employed by such third party organisation) and/or cease to require access to the Solutions, Environment and/or ServicesClient’s normal conduct of business;
9.2.6 acknowledges 5.7.7 if any of the audits referred to in clause 5.7.6 reveal that EMIS any password has the right, acting reasonably but entirely in its discretion, been provided to refuse to allow any particular proposed Authorised Individual from becoming individual who is not an Authorised User; and, then without prejudice to Acolyte’s other rights, Acolyte shall promptly disable such passwords and Acolyte shall not issue any new passwords to any such individual.
9.2.7 will 5.8 The Client shall not, and shall not permit any Authorised User account to be used by more than one individual unless it has been reassigned in its entirety to another individualor third party to, in which case the prior Authorised Individual shall no longer have any right to access or use the SolutionsApplication in any way that:
5.8.1 infringes, Environment and/or receive the Services. For the avoidance misappropriates or violates any Intellectual Property Rights or publicity, privacy or other right of doubt an Acolyte or any third party;
5.8.2 violates any applicable laws, statutes, ordinances, rules or regulations or any judicial or administrative orders; or
5.8.3 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
5.9 In addition to any other rights Acolyte may have, Acolyte may, without liability, remove or disable access by any Authorised User account cannot be reassigned on a regular or frequent basis between Authorised Usersthat violates the foregoing restrictions.
Appears in 1 contract
Samples: Terms of Business
Authorised Users. 9.1 5.1 The parties acknowledge thatClient shall designate its Authorised Users, notwithstanding the licence restrictions set out at clause 11, there is in principle with no limit on the number in number, and may make changes at any time. The Client shall be responsible for maintaining a current and accurate written list of Authorised Users who may and shall provide such list to Acolyte on request.
5.2 Authorised Users shall be the only users of the Application, and Authorised Users must access the Application solely for the benefit of the Client.
5.3 To be an Authorised User, an individual must:
5.3.1 have authorisation from the Client to access and use the Solutions Application;
5.3.2 complete the registration process, and Environment keep such registration information current during the Term; and
5.3.3 have a User ID, such as his or otherwise receive her email, to enable his or her access to the ServicesApplication.
9.2 5.4 The Client is responsible for all damage and losses arising as a result of Authorised Users’ access to and use of the Application, such as, for instance, the granting of access to Candidate Data to third parties by an Authorised User in breach of this Agreement and Data Protection Legislation. Any breach of this Agreement by any Authorised User will be deemed to be a breach of this Agreement by the Client, and the Client will be liable for any losses arising.
5.5 The Client shall notify Acolyte as soon as reasonably possible if the Client becomes aware of any unauthorised use of the whole or any part of the Application by any of the Client’s employees, contractors or officers, or anyone else.
5.6 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application, and in the event of any such unauthorised access or use, promptly notify Acolyte.
5.7 In relation to the Authorised Users, the CustomerClient undertakes that:
9.2.1 is and 5.7.1 it shall at all times remain responsible for the acts and omissions of all Authorised Users as if they were the acts and/or omissions of the Customer itself;
9.2.2 will provide all Authorised Individuals with a copy of the User Notice prior to their accessing or using the Solutions, Environment and/or Services;
9.2.3 will ensure procure that each Authorised User keeps abides by the End User Terms;
5.7.2 it shall not knowingly permit anyone other than an Authorised User to use or access the Application;
5.7.3 each Authorised User shall keep a secure and unique password for their his use of the Solutions and access to the Environment and Services, that such password is changed no less frequently than once per Month Application and that each Authorised User keeps shall keep his password confidential and not share their password confidentiallog-in credentials with anyone else, including other Authorised Users or Client personnel;
9.2.4 Acknowledges that if any Authorised 5.7.4 authorised Users shall use only their own User does not log in for any continuous period of 30 days or more, EMIS may (at its discretion) prompt such user to IDs and never share their User ID; keep their respective User ID and password information secure and confidential; and change their password before allowing any further access to the Solutions, Environment and/or Services (for that user only)as frequently as is reasonably required by Acolyte;
9.2.5 5.7.5 it shall adopt and maintain reasonable security precautions for User IDs to prevent their disclosure to and use by unauthorised persons and promptly notify Acolyte upon becoming aware that the security or integrity of a writtenUser ID or password has been compromised;
5.7.6 it shall permit Acolyte to audit the Client’s use of the Application in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per year, up to date list of current Authorised Users at Acolyte’s expense, and provide such list to EMIS within 5 Working Days of EMIS’ written request and this right shall otherwise notify EMIS as soon as reasonably practicable when any Authorised Users cease to be employed by the Customer (orexercised with reasonable prior notice, in the event that the Authorised User is from such a different organisation (manner as approved by EMIS in accordance not to substantially interfere with the Agreement) then when they cease to be employed by such third party organisation) and/or cease to require access to the Solutions, Environment and/or ServicesClient’s normal conduct of business;
9.2.6 acknowledges 5.7.7 if any of the audits referred to in clause 5.7.6 reveal that EMIS any password has the right, acting reasonably but entirely in its discretion, been provided to refuse to allow any particular proposed Authorised Individual from becoming individual who is not an Authorised User; and, then without prejudice to Acolyte’s other rights, Acolyte shall promptly disable such passwords and Acolyte shall not issue any new passwords to any such individual.
9.2.7 will 5.8 The Client shall not, and shall not permit any Authorised User account to be used by more than one individual unless it has been reassigned in its entirety to another individualor third party to, in which case the prior Authorised Individual shall no longer have any right to access or use the SolutionsApplication in any way that:
5.8.1 infringes, Environment and/or receive the Services. For the avoidance misappropriates or violates any Intellectual Property Rights or publicity, privacy or other right of doubt an Acolyte or any third party;
5.8.2 violates any applicable laws, statutes, ordinances, rules or regulations or any judicial or administrative orders; or
5.8.3 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
5.9 In addition to any other rights Acolyte may have, Acolyte may, without liability, remove or disable access by any Authorised User account cannot be reassigned on a regular or frequent basis between Authorised Usersthat violates the foregoing restrictions.
Appears in 1 contract
Samples: Terms of Business
Authorised Users. 9.1 6.1 The parties acknowledge thatClient shall designate its Authorised Users, notwithstanding the licence restrictions set out at clause 11, there is in principle with no limit on the number in number, and may make changes at any time. The Client shall be responsible formaintaining a current and accurate written list of Authorised Users who may and shall provide such list to Acolyte on request.
6.2 Authorised Users shall be the only users of the Application, and Authorised Users must access the Application solely for the benefit of the Client.
6.3 To be an Authorised User,an individual must:
6.3.1 Have authorisation from the client to access and use the Solutions application;
6.3.2 Complete the registration process, and Environment keep such registration information current during the term; and
6.3.3 Have a user id, such as his or otherwise receive her email, to enable his or her access to the Servicesapplication.
9.2 6.4 The Client is responsible for all damage and losses arising as a result of Authorised Users’ access to and use of the Application, such as, for instance, the granting of access to Candidate Data to third parties by an Authorised User in breach of this Agreement and Data Protection Legislation. Any breach of this Agreement by any Authorised User will be deemed to be a breach of this Agreement by the Client, and the Client will be liable for any losses arising.
6.5 The Client shall notify Acolyte as soon as reasonably possible if the Client becomes aware of any unauthorised use of the whole or any part of the Application by any of the Client’s employees, contractors or officers, or anyone else.
6.6 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application, and in the event of any such unauthorised access or use, promptly notify Acolyte.
6.7 In relation to the Authorised Users, the CustomerClient undertakes that:
9.2.1 is and 6.7.1 It shall at all times remain responsible for the acts and omissions of all Authorised Users as if they were the acts and/or omissions of the Customer itself;
9.2.2 will provide all Authorised Individuals with a copy of the User Notice prior to their accessing or using the Solutions, Environment and/or Services;
9.2.3 will ensure procure that each Authorised User keeps abides by the End User Terms;
6.7.2 It shall not knowingly permit anyone other than an Authorised User to use or access the Application;
6.7.3 Each Authorised User shall keep a secure and unique password for their his use of the Solutions and access to the Environment and Services, that such password is changed no less frequently than once per Month Application and that each Authorised User keeps shall keep his password confidential and not share their password confidentiallog-in credentials with anyone else, including other Authorised Users or Client personnel;
9.2.4 Acknowledges that if any 6.7.4 Authorised Users shall use only their own User does not log in for any continuous period of 30 days or more, EMIS may (at its discretion) prompt such user to IDs and never share their User ID; keep their respective User ID and password information secure and confidential; and change their password before allowing any further access to the Solutions, Environment and/or Services (for that user only)as frequently as is reasonably required by Acolyte;
9.2.5 6.7.5 It shall adopt and maintain reasonable security precautions for User IDs to prevent their disclosure to and use by unauthorised persons and promptly notify Acolyte upon becoming aware that the security or integrity of a writtenUser ID or password has been compromised;
6.7.6 It shall permit Acolyte to audit the Client’s use of the Application in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per year, up to date list of current Authorised Users at Acolyte’s expense, and provide such list to EMIS within 5 Working Days of EMIS’ written request and this right shall otherwise notify EMIS as soon as reasonably practicable when any Authorised Users cease to be employed by the Customer (orexercised with reasonable prior notice, in the event that the Authorised User is from such a different organisation (manner as approved by EMIS in accordance not to substantially interfere with the Agreement) then when they cease to be employed by such third party organisation) and/or cease to require access to the Solutions, Environment and/or ServicesClient’s normal conduct of business;
9.2.6 acknowledges 6.7.7 If any of the audits referred to in clause 5.7.6 reveal that EMIS any password has the right, acting reasonably but entirely in its discretion, been provided to refuse to allow any particular proposed Authorised Individual from becoming individual who is not an Authorised User; and, then without prejudice to Acolyte’s other rights, Acolyte shall promptly disable such passwords and Acolyte shall not issue any new passwords to any such individual.
9.2.7 will 6.8 The Client shall not, and shall not permit any Authorised User account to be used by more than one individual unless it has been reassigned in its entirety to another individualor third party to, in which case the prior Authorised Individual shall no longer have any right to access or use the SolutionsApplication in any way that:
6.8.1 Infringes, Environment and/or receive the Services. For the avoidance misappropriates or violates any Intellectual Property Rights or publicity, privacy or other right of doubt an Authorised User account cannot be reassigned on a regular Acolyte or frequent basis between Authorised Users.any third party;
6.8.2 Violates any applicable laws, statutes, ordinances, rules or regulations or any judicial or administrative orders; or
Appears in 1 contract
Samples: Terms of Business
