Authorization Limitations and Restrictions. Licensee shall not, and shall not permit any other Person to, access or use the Services or NCIT Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not, except as this Agreement expressly permits: (a) modify or create derivative works or improvements of the Services or NCIT Materials; (b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaS, cloud or other technology or service; (d) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT Materials, in whole or in part; (e) bypass or breach any security device or protection used by the Services or NCIT Materials or access or use the Services or NCIT Materials other than by an Authorized User through the use of such Authorized User’s own then valid Access Credentials; (f) input, upload, transmit or otherwise provide to or through the Services or NCIT Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code; (g) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Systems or NCIT’s provision of services to any third party, in whole or in part; (h) remove, delete, alter or obscure any trademarks, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Materials, including any copy thereof; (i) access or use the Services or NCIT Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer), or that violates any Law; (j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations; (k) access or use the Services or NCIT Materials for purposes of competitive analysis of the Services or NCIT Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s detriment or commercial disadvantage; or (l) otherwise access or use the Services or NCIT Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 11 contracts
Samples: Software and Services License Agreement (Tirios Propco Series LLC), Software and Services License Agreement (Casa Shares Assets, LLC), Software and Services License Agreement (Ysmd, LLC)
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services or NCIT HP Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services or NCIT HP Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT HP Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT HP Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services or NCIT HP Materials or access or use the Services or NCIT HP Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT HP Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT HP Systems or NCIT’s HP's provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, SpecificationXXXX, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT HP Materials, including any copy thereof;
(ih) access or use the Services or NCIT HP Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer), or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services or NCIT HP Materials for purposes of competitive analysis of the Services or NCIT HP Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s the HP's detriment or commercial disadvantage; or
(lj) otherwise access or use the Services or NCIT HP Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 3 contracts
Samples: Participating Addendum, Software as a Service Agreement, Software as a Service Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the CiteRight Services or NCIT CiteRight Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreementAgreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the CiteRight Services or NCIT CiteRight Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any CiteRight Services or NCIT CiteRight Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the CiteRight Services or NCIT CiteRight Materials, in whole or in partany part thereof;
(ed) bypass or breach any Disabling Device, security device or protection used by the CiteRight Services or NCIT CiteRight Materials or access or use the CiteRight Services or NCIT CiteRight Materials other than by an Authorized User through the use of such Authorized User’s his or her own then then-valid Access Credentials;
(fe) knowingly input, upload, transmit or otherwise provide to or through the CiteRight Services or NCIT Systems, CiteRight Systems any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) knowingly damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the CiteRight Services, NCIT CiteRight Systems or NCITCiteRight’s provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarkstrade- marks, Specifications, Documentation, SpecificationXXXX, warranties or disclaimers, or any copyright, trademarktrade-xxxx, patent or other intellectual property or proprietary rights notices from any CiteRight Services or NCIT CiteRight Materials, including any copy thereof;
(ih) knowingly access or use the CiteRight Services or NCIT CiteRight Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right IP Right, contractual agreement, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer)party, or that violates any applicable Law;
(ji) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(k) knowingly access or use the CiteRight Services or NCIT CiteRight Materials for purposes of competitive analysis of the CiteRight Authorized Users to, immediately: (a) take commercially reasonable and lawful measures within their respective control that are necessary to stop the activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the CiteRight Services and CiteRight Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access, other than data contained on backup systems as part of normal course backup processes); and (b) notify CiteRight of any such activity. Services or NCIT CiteRight Materials, the or for the5. Data Backup development, provision or use of a competing software service or product or any other purpose that is to NCIT’s detriment or commercial disadvantageproduct; or
(lj) otherwise access or use the CiteRight Services or NCIT CiteRight Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 3 contracts
Samples: Software as a Service (Saas) Subscription Agreement, Software as a Service (Saas) Subscription Agreement, Software as a Service (Saas) Subscription Agreement
Authorization Limitations and Restrictions. Licensee shall As a material term of this Agreement, you may not, and shall may not permit any Authorized User, or any other Person to, access or use the Services or NCIT GiveCentral Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not, except as this Agreement expressly permitsYou agree not to:
(a) modify copy, modify, or create derivative works or improvements of the Services or NCIT GiveCentral Materials;
(b) copy the Software and Documentationdisplay, unless for archival store, process or backup purposes only; transmit:
(i) material that infringes a third party's intellectual property or proprietary rights;
(ii) hateful or violent material, or material advocating discrimination against individuals or groups;
(iii) obscene, profane, or otherwise objectionable material;
(iv) material that is false, indecent, defamatory, offensive, threatening, harmful to minors in such caseany way, all titlesthreatening, trademarksinvasive of privacy or publicity rights, and copyrightabusive, proprietary and restricted rights notices shall be reproduced in all such copiesillegal, and all copies shall be subject harassing, violent, tasteless, pornographic or sexually oriented;
(v) material advocating or advancing criminal hacking, cracking, or phishing;
(vi) material related to the terms of this Agreementillegal drugs;
(vii) malicious material;
(viii) unlawful software;
(ix) material that violates, encourages or furthers conduct that would violate any applicable laws;
(c) generate or facilitate unsolicited commercial email that violates the CAN-SPAM Act or any other applicable anti-spam law or regulation;
(d) generate or facilitate SMS, MMS or other text messages or push notifications that violate the Telephone Consumer Protection Act, the Do-Not-Call Implementation Act, or any other applicable law including anti-spam, telemarketing, or telephone consumer protections law or regulations;
(e) use the Services to advertise or sell any goods or service;
(f) operate, conduct, or promote, directly or indirectly, raffles, lotteries or other similar gaming activities, whether for charitable purposes or otherwise;
(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT GiveCentral Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dh) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT GiveCentral Materials, in whole or in part;
(ei) bypass or breach any security device or protection used by the Services or NCIT GiveCentral Materials or access or use the Services or NCIT GiveCentral Materials other than by an you or Authorized User Users through the use of such Authorized User’s own then valid Access Credentials;
(fj) input, upload, transmit or otherwise provide to or through the Services or NCIT GiveCentral Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gk) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT GiveCentral Systems or NCIT’s GiveCentral's provision of services to any third party, in whole or in part;
(hl) remove, delete, alter or obscure any trademarks, specifications, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT GiveCentral Materials, including any copy thereof;
(im) access or use the Services or NCIT GiveCentral Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT GiveCentral customer), or that violates any Lawapplicable law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(kn) access or use the Services or NCIT GiveCentral Materials for purposes of competitive analysis of the Services or NCIT GiveCentral Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s GiveCentral's detriment or commercial disadvantage;
(o) promise or provide goods or services in exchange for making a donation; or
(lp) otherwise access or use the Services or NCIT GiveCentral Materials beyond the scope of the authorization granted under Section 3.16.1.
Appears in 3 contracts
Samples: Terms of Use, Terms of Use, Terms of Use
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services or NCIT Provider Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services or NCIT Provider Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT Provider Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services or NCIT Provider Materials or access or use the Services or NCIT Provider Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Provider Systems or NCIT’s Provider's provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, SpecificationUser Terms, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Provider Materials, including any copy thereof;
(ih) access or use the Services or NCIT Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT Provider customer), or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services or NCIT Provider Materials in a fraudulent manner, intentionally input any inaccurate data into the Services, or make any misrepresentations in connection with the use of the Services;
(j) access or use the Services or Provider Materials for purposes of competitive analysis of the Services or NCIT Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s the Provider's detriment or commercial disadvantage;
(k) access or use the Services or Provider Materials in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or
(l) otherwise access or use the Services or NCIT Provider Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 2 contracts
Samples: Software as a Service Agreement, Software as a Service Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services or NCIT Provider Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services or NCIT Provider Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT Provider Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services or NCIT Provider Materials or access or use the Services or NCIT Provider Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Provider Systems or NCITProvider’s provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Provider Materials, including any copy thereof;
(ih) access or use the Services or NCIT Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT Provider customer), or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services or NCIT Provider Materials for purposes of competitive analysis of the Services or NCIT Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITthe Provider’s detriment or commercial disadvantage; or
(lj) otherwise access or use the Services or NCIT Provider Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 2 contracts
Samples: Software as a Service User Agreement, Software as a Service User Agreement
Authorization Limitations and Restrictions. Licensee shall not, and shall not permit any other Person to, access or use the Services or NCIT Licensor`s Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not, except as this Agreement expressly permits:
(a) modify or create derivative works or improvements of the Services or NCIT Licensor`s Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Licensor`s Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaS, cloud or other technology or service;
(d) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT Licensor`s Materials, in whole or in part;
(e) bypass or breach any security device or protection used by the Services or NCIT Licensor`s Materials or access or use the Services or NCIT Licensor`s Materials other than by an Authorized User through the use of such Authorized User’s own then valid Access Credentials;
(f) input, upload, transmit or otherwise provide to or through the Services or NCIT Licensor`s Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(g) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Licensor`s Systems or NCITLicensor’s provision of services to any third party, in whole or in part;
(h) remove, delete, alter or obscure any trademarks, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Licensor`s Materials, including any copy thereof;
(i) access or use the Services or NCIT Licensor`s Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT Licensor`s customer), or that violates any Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Licensor`s Materials involve the provision of investment advice or recommendations;
(k) access or use the Services or NCIT Licensor`s Materials for purposes of competitive analysis of the Services or NCIT Licensor Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITLicensor’s detriment or commercial disadvantage; or
(l) otherwise access or use the Services or NCIT Licensor Materials beyond the scope of the authorization granted under Section 3.14.1.
Appears in 2 contracts
Samples: User Agreement, User Agreement
Authorization Limitations and Restrictions. Licensee shall not, and shall not permit any other Person to, access or use the Services or NCIT Licensor Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not, except as this Agreement expressly permits:
(a) modify or create derivative works or improvements of the Services or NCIT Licensor Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in . In such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Licensor Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(d) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT Licensor Materials, in whole or in part;
(e) bypass or breach any security device or protection used by the Services or NCIT Licensor Materials or access or use the Services or NCIT Licensor Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
(f) input, upload, transmit or otherwise provide to or through the Services or NCIT Licensor Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(g) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Licensor Systems or NCIT’s Licensor's provision of services to any third party, in whole or in part;
(h) remove, delete, alter or obscure any trademarks, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Licensor Materials, including any copy thereof;
(i) access or use the Services or NCIT Licensor Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT Licensor customer), or that violates any applicable Law;
(j) take any action that which might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(k) access or use the Services or NCIT Licensor Materials for purposes of competitive analysis of the Services or NCIT Licensor Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s the Licensor's detriment or commercial disadvantage; or
(l) otherwise access or use the Services or NCIT Licensor Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 2 contracts
Samples: Software and Services License Agreement (REITless Impact Opportunity Zone Strategies LLC), Software and Services License Agreement (Reitless Impact Income Strategies LLC)
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person person to, access or use the Services or NCIT Materials except as expressly permitted by this Agreement and, in the case of Third Party Materialsthird-party materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services or NCIT MaterialsServices;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Materials to any Personperson, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT MaterialsServices, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services or NCIT Materials or access or use the Services or NCIT Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentialsaccess credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT SystemsCUE Platform, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Codeharmful code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Systems the CUE Platform or NCITCUE’s provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Documentationspecifications, Specificationdocumentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT MaterialsServices, including any copy thereof;
(ih) access or use the Services or NCIT Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer), or that violates any Lawapplicable law;
(i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
(j) take any action that might lead a third send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third-party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendationsprivacy rights;
(k) send or store material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;
(l) attempt to gain unauthorized access to the Service or its related systems or networks;
(m) use the Services in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
(n) use the Services for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
(o) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, the CUE Platform, or which, as determined by CUE, may harm CUE or users of the CUE Platform or Services or expose them to liability;
(p) use any device, software or routine that interferes with the proper working of the Services or the CUE Platform;
(q) access or use the Services or NCIT Materials for purposes of competitive analysis of the Services or NCIT MaterialsServices, the development, provision or use of a competing software service or product or any other purpose that is to NCITCUE’s detriment or commercial disadvantage; or
(lr) otherwise access or use the Services or NCIT Materials beyond the scope of the authorization granted under Section 3.1this Agreement.
Appears in 2 contracts
Samples: Terms of Service, Terms of Service
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services Subscriptions or NCIT KLaunch Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services Subscriptions or NCIT KLaunch Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services Subscriptions or NCIT KLaunch Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services Subscriptions or NCIT KLaunch Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services Subscriptions or NCIT KLaunch Materials or access or use the Services Subscriptions or NCIT KLaunch Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentialsaccess credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services Subscriptions or NCIT KLaunch Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the ServicesSubscriptions, NCIT KLaunch Systems or NCITKLaunch’s provision of services Subscriptions to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, SpecificationTerms of Use, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services Subscriptions or NCIT KLaunch Materials, including any copy thereof;
(ih) access or use the Services Subscriptions or NCIT KLaunch Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT KLaunch customer), or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services Subscriptions or NCIT KLaunch Materials for purposes of competitive analysis of the Services Subscriptions or NCIT KLaunch Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITKLaunch’s detriment or commercial disadvantage; or
(l) otherwise access or use the Services or NCIT Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 1 contract
Samples: Klaunch Subscription Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Driveri Services or NCIT Netradyne Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:permits:
(ai) copy, modify or create derivative works or improvements of the Driveri Services or NCIT Netradyne Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(cii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Driveri Services or NCIT Netradyne Materials to any Personperson, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(diii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Driveri Services or NCIT Netradyne Materials, in whole or in part;
(eiv) bypass or breach any security device or protection used by the Driveri Services or NCIT Netradyne Materials or access or use the Services or NCIT Netradyne Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentialsaccess credentials;
(fv) input, upload, transmit or otherwise provide to or through the Driveri Services or NCIT Netradyne Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Codeharmful code;
(gvi) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Driveri Services, NCIT Netradyne Systems or NCIT’s Netradyne's provision of services to any third third-party, in whole or in part;
(hvii) remove, delete, alter or obscure any trademarks, Specifications, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Driveri Services or NCIT Netradyne Materials, including any copy thereof;
(iviii) access Access, scrape images from, or use the Driveri Services or NCIT Netradyne Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer)third-party, or that violates any Lawapplicable law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(kix) access or use the Driveri Services or NCIT Netradyne Materials for purposes of competitive analysis of the Driveri Services or NCIT Netradyne Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s the Netradyne's detriment or commercial disadvantage;
(x) access or use the Driveri Services or Netradyne Materials in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or
(lxi) otherwise access or use the Driveri Services or NCIT Netradyne Materials beyond the scope of the authorization granted under Section 3.18(e).
Appears in 1 contract
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services or NCIT Provider Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services or NCIT Provider Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) copy, reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT Provider Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services or NCIT Provider Materials or access or use the Services or NCIT Provider Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Provider Systems or NCIT’s Provider's provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, SpecificationEnd-User License Agreement (XXXX), warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Provider Materials, including any copy thereof;
(ih) access or use the Services or NCIT Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT Provider customer), or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services or NCIT Provider Materials for purposes of competitive analysis of the Services or NCIT Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s the Provider's detriment or commercial disadvantage; or
(lj) otherwise access or use the Services or NCIT Provider Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 1 contract
Samples: Website Use Agreement
Authorization Limitations and Restrictions. Licensee Client shall not, and shall not permit any other Person to, access or use the Services SaaS or NCIT Materials Sphera Property except as expressly permitted by this Agreement and, in Exhibit A and the case of Third Party Materials, the applicable third party license agreementOrder Form. For purposes of clarity and without limiting the generality of the foregoing, Licensee Client shall not, except as this Agreement Exhibit A expressly permits:
: (a1) copy, modify or create derivative works or improvements of the Services SaaS or NCIT Materials;
Sphera Property; (b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c2) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services SaaS or NCIT Materials Sphera Property to any Person, including on or in connection with the internet or any time-time- sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
; (d3) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services SaaS or NCIT MaterialsSphera Property, in whole or in part;
; (e4) bypass or breach any security device or protection used by the Services SaaS or NCIT Materials Sphera Property or access or use the Services SaaS or NCIT Materials Sphera Property other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
; (f5) input, upload, transmit or otherwise provide to or through the Services SaaS or NCIT Sphera Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
; (g6) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the ServicesSaaS, NCIT Sphera Systems or NCIT’s Sphera's provision of services to any third third-party, in whole or in part;
; (h7) remove, delete, alter or obscure any trademarks, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services SaaS or NCIT MaterialsSphera Property, including any copy thereof;
; or (i) 8) access or use the Services SaaS or NCIT Materials Sphera Property in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer)third-party, or that violates any Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(k) access or use the Services or NCIT Materials for purposes of competitive analysis of the Services or NCIT Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s detriment or commercial disadvantage; or
(l) otherwise access or use the Services or NCIT Materials beyond the scope of the authorization granted under Section 3.1applicable law.
Appears in 1 contract
Samples: Saas and Services Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services or NCIT Provider Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services or NCIT Provider Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT Provider Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services or NCIT Provider Materials or access or use the Services or NCIT Provider Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Provider Systems or NCIT’s Provider's provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Provider Materials, including any copy thereof;
(ih) access or use the Services or NCIT Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer)party, or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services or NCIT Provider Materials for purposes of competitive analysis of the Services or NCIT Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s the Provider's detriment or commercial disadvantage; or
(lj) otherwise access or use the Services or NCIT Provider Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 1 contract
Samples: Master Subscription Agreement
Authorization Limitations and Restrictions. Licensee Client shall not, and shall not permit any other Person to, access or use the Services, Professional Services or NCIT Clearsense Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Client shall not, directly or indirectly, except as this Agreement expressly permits:
(a) i. copy, modify or create derivative works or improvements of the Services or NCIT Clearsense Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) ii. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services Services, Professional Services, or NCIT Clearsense Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(d) iii. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT Clearsense Materials, in whole or in part;
(e) iv. bypass or breach any security device or protection used by the Services Services, Professional Services, or NCIT Clearsense Materials or access or use the Services Services, or NCIT Clearsense Materials other than by an Authorized User User, as applicable and subject to the limitations of this Agreement, and through the use of such Authorized User’s his or her own then valid Access Credentials;
(f) v. input, upload, transmit or otherwise provide to or through the Services Services, Professional Services, or NCIT Clearsense Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(g) vi. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Professional Services, Clearsense Systems or NCITClearsense’s provision of services to any third party, in whole or in part;
(h) vii. remove, delete, alter or obscure any trademarks, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services Services, Professional Services, or NCIT Clearsense Materials, including any copy thereof;
(i) viii. access or use the Services, Professional Services or NCIT Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer), or that violates any Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(k) access or use the Services or NCIT Clearsense Materials for purposes of competitive analysis of the Services or NCIT Clearsense Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITthe Clearsense’s detriment or commercial disadvantage; or
(l) ix. access or use the Services, Professional Services or Clearsense Materials in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or
x. otherwise access or use the Services Services, Professional Services, or NCIT Clearsense Materials beyond the scope of the authorization granted under Section 3.1.3.A.
Appears in 1 contract
Samples: Master Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services or NCIT HEALTHeNET Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreementExchange Agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Exchange Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services or NCIT HEALTHeNET Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT HEALTHeNET Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT HEALTHeNET Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services or NCIT HEALTHeNET Materials or access or use the Services or NCIT HEALTHeNET Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT SystemsNetwork, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Systems Network or NCITHEALTHeNET’s provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT HEALTHeNET Materials, including any copy thereof;
(ih) access or use the Services or NCIT HEALTHeNET Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party party, including but not limited to Data Sources (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT HEALTHeNET customer), or that violates any Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services or NCIT HEALTHeNET Materials for purposes of competitive analysis of any Data Supplier(s), or of the Services or NCIT HEALTHeNET Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITHEALTHeNET’s detriment or commercial disadvantage; or;
(lj) access or use the Services or HEALTHeNET Materials in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage;
(k) otherwise access or use the Services or NCIT HEALTHeNET Materials beyond the scope of the authorization granted under Section 3.1; or
(l) allow any Authorized User to receive, maintain, store, access, or transmit Patient Data through or from HEALTHeNET outside of the United States and its territories.
Appears in 1 contract
Samples: Data Exchange Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the CiteRight Services or NCIT CiteRight Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreementAgreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the CiteRight Services or NCIT CiteRight Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any CiteRight Services or NCIT CiteRight Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the CiteRight Services or NCIT CiteRight Materials, in whole or in partany part thereof;
(ed) bypass or breach any Disabling Device, security device or protection used by the CiteRight Services or NCIT CiteRight Materials or access or use the CiteRight Services or NCIT CiteRight Materials other than by an Authorized User through the use of such Authorized User’s his or her own then then-valid Access Credentials;
(fe) knowingly input, upload, transmit or otherwise provide to or through the CiteRight Services or NCIT Systems, CiteRight Systems any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) knowingly damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the CiteRight Services, NCIT CiteRight Systems or NCITCiteRight’s provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarkstrade- marks, Specifications, Documentation, SpecificationEULA, warranties or disclaimers, or any copyright, trademarktrade-mark, patent or other intellectual property or proprietary rights notices from any CiteRight Services or NCIT CiteRight Materials, including any copy thereof;
(ih) knowingly access or use the CiteRight Services or NCIT CiteRight Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right IP Right, contractual agreement, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer)party, or that violates any applicable Law;
(ji) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(k) knowingly access or use the CiteRight perform the CiteRight Services or NCIT Materials for purposes of competitive analysis of in accordance with the Services or NCIT Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s detriment or commercial disadvantageAvailability Requirement and Specifications; or
(l) otherwise access or use the Services or NCIT Materials beyond the scope of the authorization granted under Section 3.1.and
Appears in 1 contract
Samples: Saas Subscription Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services Subscriptions or NCIT KSG Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:permits:
(a) copy, modify or create derivative works or improvements of the Services Subscriptions or NCIT KSG Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services Subscriptions or NCIT KSG Materials to any Person, including on or in connection with the internet or any time-time- sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services Subscriptions or NCIT KSG Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services Subscriptions or NCIT KSG Materials or access or use the Services Subscriptions or NCIT KSG Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services Subscriptions or NCIT KSG Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the ServicesSubscriptions, NCIT KSG Systems or NCITKSG’s provision of services Subscriptions to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, SpecificationTerms of Use, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services Subscriptions or NCIT KSG Materials, including any copy thereof;
(ih) access or use the Services Subscriptions or NCIT KSG Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT KSG customer), or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services Subscriptions or NCIT KSG Materials for purposes of competitive analysis of the Services Subscriptions or NCIT KSG Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITKSG’s detriment or commercial disadvantage; or
(lj) otherwise access or use the Services Subscriptions or NCIT KSG Materials beyond the scope of the authorization granted under Section 3.12.1.
Appears in 1 contract
Samples: KSG Subscription Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services or NCIT Provider Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services or NCIT Provider Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT Provider Materials, in whole or in partany part thereof;
(ed) bypass or breach any Provider Disabling Device, security device or protection used by the Services or NCIT Provider Materials or access or use the Services or NCIT Provider Materials other than by an Authorized User through the use of such Authorized User’s his or her own then then-valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT Systems, Provider Systems any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Provider Systems or NCITProvider’s provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarkstrade-marks, Specifications, Documentation, Specification, warranties or disclaimers, or any copyright, trademarktrade-mark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Provider Materials, including any copy thereof;
(ih) access or use the Services or NCIT Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property IP Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT Provider customer), or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services or NCIT Provider Materials for purposes of competitive analysis of the Services or NCIT Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITthe Provider’s detriment or commercial disadvantage;
(j) access or use the Services or Provider Materials in, or in association with, the design, construction, maintenance or operation of any hazardous environments, systems, applications or products, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or
(lk) otherwise access or use the Services or NCIT Provider Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 1 contract
Samples: Software as a Service Subscription License Agreement
Authorization Limitations and Restrictions. Licensee Neither Customer nor any Sub-licensee shall, nor shall not, and shall not either of them permit any other Person to, access or use the Services or NCIT EHS Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreementCloud Services Agreement. For purposes of clarity and without Without limiting the generality of the foregoing, Licensee neither Customer nor any Sub-licensee shall, nor shall noteither of them permit any Person to, except as this Cloud Services Agreement or applicable Law expressly permits:
(a) copy, modify or create derivative works or improvements of the Services or NCIT EHS Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT EHS Materials to any PersonPerson other than an Authorized User, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT EHS Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services or NCIT EHS Materials or access or use the Services or NCIT EHS Materials other than by an Authorized User through the use of such Authorized User’s own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT EHS Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT EHS Systems or NCITEHS’s provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT EHS Materials, including any copy thereof;
(ih) access or use the Services or NCIT EHS Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer)party, or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services or NCIT EHS Materials for purposes of competitive analysis of the Services or NCIT EHS Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITEHS’s detriment or commercial disadvantage; or;
(lj) otherwise access or use the Services or NCIT EHS Materials beyond the scope of the authorization granted under Section 3.1; or
(k) transmit, upload, store or otherwise transfer any PII or other information set forth in Section 6.1 to the Services or EHS Materials, and will not use the Services or EHS Materials in connection with PII or other information set forth in Section 6.1.
Appears in 1 contract
Samples: Cloud Services Agreement
Authorization Limitations and Restrictions. Licensee Except for any Word-Tech Partners engaged by Customer, and subject to Section 3.3, Customer shall not, and shall not permit any other Person to, access or use the Hosted Services or NCIT DocMinder® Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreementAgreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement or applicable Law expressly permits:
(a) copy, modify or create derivative works or improvements of the Hosted Services or NCIT DocMinder® Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Hosted Services or NCIT DocMinder® Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Hosted Services or NCIT DocMinder® Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Hosted Services or NCIT DocMinder® Materials or access or use the Hosted Services or NCIT DocMinder® Materials other than by an Authorized User through the use of such Authorized User’s own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Hosted Services or NCIT Word-Tech Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Hosted Services, NCIT Word-Tech Systems or NCIT’s Word-Tech's provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Hosted Services or NCIT DocMinder® Materials, including any copy thereof;
(ih) access or use the Hosted Services or NCIT DocMinder® Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer)party, or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Hosted Services or NCIT DocMinder® Materials for purposes of competitive analysis of the Hosted Services or NCIT Materials, DocMinder® Materials or the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s detriment or commercial disadvantageproduct; or;
(lj) otherwise access or use the Hosted Services or NCIT DocMinder® Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 1 contract
Samples: Hosted Services Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services Services, Provider Materials, or NCIT Third-Party Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreementAgreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
: (a) copy, modify or create derivative works or improvements of the Services or NCIT Provider Materials;
; (b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
; (dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services Services, Provider Materials, or NCIT Third-Party Materials, in whole or in part;
; (ed) bypass or breach any security device or protection used by the Services Services, Provider Materials, or NCIT Third-Party Materials or access or use the Services Services, Provider Materials, or NCIT Third-Party Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
; (fe) input, upload, transmit or otherwise provide to or through the Services Services, Provider Systems, or NCIT SystemsThird-Party Materials, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
; (gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Systems Provider Systems, Third-Party Materials or NCITProvider’s provision of services to any third party, in whole or in part;
; (hg) remove, delete, alter or obscure any trademarks, specifications, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services Services, Provider Materials, or NCIT Third-Party Materials, including any copy thereof;
; (h) access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes; or (i) access or use the Services or NCIT Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer), or that violates any Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(k) access or use the Services or NCIT Materials for purposes of competitive analysis of the Services or NCIT Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s detriment or commercial disadvantage; or
(l) otherwise access or use the Services or NCIT Materials beyond the scope of the authorization granted under Section 3.14.1.
Appears in 1 contract
Samples: Master Subscription Agreement
Authorization Limitations and Restrictions. Licensee shall not, and shall not permit any other Person to, access or use the Services or NCIT COMPANY Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not, except as this Agreement expressly permits:
(a) modify or create derivative works or improvements of the Services or NCIT COMPANY Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT COMPANY Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaS, cloud or other technology or service;
(d) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT COMPANY Materials, in whole or in part;
(e) bypass or breach any security device or protection used by the Services or NCIT COMPANY Materials or access or use the Services or NCIT COMPANY Materials other than by an Authorized User through the use of such Authorized User’s own then valid Access Credentials;
(f) input, upload, transmit or otherwise provide to or through the Services or NCIT COMPANY Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(g) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT COMPANY Systems or NCITCOMPANY’s provision of services to any third party, in whole or in part;
(h) remove, delete, alter or obscure any trademarks, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT COMPANY Materials, including any copy thereof;
(i) access or use the Services or NCIT COMPANY Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT COMPANY customer), or that violates any Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT COMPANY Materials involve the provision of investment advice or recommendations;
(k) access or use the Services or NCIT COMPANY Materials for purposes of competitive analysis of the Services or NCIT COMPANY Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITCOMPANY’s detriment or commercial disadvantage; or
(l) otherwise access or use the Services or NCIT COMPANY Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 1 contract
Samples: Click Through Software and Services License Agreement
Authorization Limitations and Restrictions. Licensee shall not, and shall not permit any other Person tot o, access or use the Services or NCIT Licensor‘s Materials except as expressly permitted by this Agreement andan d, in the case of Third Party Materials, the applicable third party license agreement. For purposes of clarity clarit y and without limiting the generality of the foregoing, Licensee shall not, except as this Agreement expressly expres sly permits:
(a) modify or create derivative works or improvements of the Services or NCIT Licensor‘s Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titlesti tles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copiesco pies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Licensor‘s Materials to any Person, including on or in connection with the internet or any time-time- sharing, service bureau, SaaS, cloud or other technology or service;
(d) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access acces s to the source code of the Services or NCIT Licensor‘s Materials, in whole or in part;
(e) bypass or breach any security device or protection used by the Services or NCIT Licensor‘s Materials or access acc ess or use the Services or NCIT Licensor‘s Materials other than by an Authorized User through the use of such Authorized User’s own then valid Access Credentials;
(f) input, upload, transmit or otherwise provide to or through the Services or NCIT Licensor‘s Systems, any information infor mation or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(g) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the th e Services, NCIT Licensor‘s Systems or NCITLicensor’s provision of services to any third party, in whole or in part;
(h) remove, delete, alter or obscure any trademarks, Documentation, Specification, warranties or disclaimersdisclaim ers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Licensor‘s Materials, including any copy thereof;
(i) access or use the Services or NCIT Licensor‘s Materials in any manner or for any purpose that infringes, misappropriates mis appropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT Licensor‘s customer), or that violates any Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services Service s or NCIT Licensor‘s Materials involve the provision of investment advice or recommendations;
(k) access or use the Services or NCIT Licensor‘s Materials for purposes of competitive analysis of the Services or NCIT Licensor Materials, the development, provision or use of a competing software service or product or any an y other purpose that is to NCITLicensor’s detriment or commercial disadvantage; or
(l) otherwise access or use the Services or NCIT Licensor Materials beyond the scope of the authorization granted xxxxx xx under Section 3.14.1.
Appears in 1 contract
Samples: User Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services Subscriptions or NCIT K Launch Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third third- party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services Subscriptions or NCIT K Launch Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services Subscriptions or NCIT K Launch Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services Subscriptions or NCIT K Launch Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services Subscriptions or NCIT K Launch Materials or access or use the Services Subscriptions or NCIT K Launch Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentialsaccess credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services Subscriptions or NCIT K Launch Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the ServicesSubscriptions, NCIT K Launch Systems or NCITK Launch’s provision of services Subscriptions to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, SpecificationTerms of Use, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services Subscriptions or NCIT K Launch Materials, including any copy thereof;
(ih) access or use the Services Subscriptions or NCIT K Launch Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT K Launch customer), or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services Subscriptions or NCIT K Launch Materials for purposes of competitive analysis of the Services Subscriptions or NCIT K Launch Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITK Launch’s detriment or commercial disadvantage; or
(l) otherwise access or use the Services or NCIT Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 1 contract
Samples: K Launch Subscription Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services Subscriptions or NCIT KLaunch Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:permits:
(a) copy, modify or create derivative works or improvements of the Services Subscriptions or NCIT KLaunch Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services Subscriptions or NCIT KLaunch Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services Subscriptions or NCIT KLaunch Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services Subscriptions or NCIT KLaunch Materials or access or use the Services Subscriptions or NCIT KLaunch Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentialsaccess credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services Subscriptions or NCIT KLaunch Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the ServicesSubscriptions, NCIT KLaunch Systems or NCITKLaunch’s provision of services Subscriptions to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, SpecificationTerms of Use, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services Subscriptions or NCIT KLaunch Materials, including any copy thereof;
(ih) access or use the Services Subscriptions or NCIT KLaunch Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT KLaunch customer), or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services Subscriptions or NCIT KLaunch Materials for purposes of competitive analysis of the Services Subscriptions or NCIT KLaunch Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITKLaunch’s detriment or commercial disadvantage; or
(l) otherwise access or use the Services or NCIT Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 1 contract
Samples: Klaunch Subscription Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the CiteRight Services or NCIT CiteRight Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreementAgreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the CiteRight Services or NCIT CiteRight Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any CiteRight Services or NCIT CiteRight Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the CiteRight Services or NCIT CiteRight Materials, in whole or in partany part thereof;
(ed) bypass or breach any Disabling Device, security device or protection used by the CiteRight Services or NCIT CiteRight Materials or access or use the CiteRight Services or NCIT CiteRight Materials other than by an Authorized User through the use of such Authorized User’s his or her own then then-valid Access Credentials;
(fe) knowingly input, upload, transmit or otherwise provide to or through the CiteRight Services or NCIT Systems, CiteRight Systems any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) knowingly damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the CiteRight Services, NCIT CiteRight Systems or NCITCiteRight’s provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarkstrade- marks, Specifications, Documentation, SpecificationXXXX, warranties or disclaimers, or any copyright, trademarktrade-mark, patent or other intellectual property or proprietary rights notices from any CiteRight Services or NCIT CiteRight Materials, including any copy thereof;
(ih) knowingly access or use the CiteRight Services or NCIT CiteRight Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right IP Right, contractual agreement, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer)party, or that violates any applicable Law;
(ji) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(k) knowingly access or use the CiteRight Services or NCIT CiteRight Materials for purposes of competitive analysis of the CiteRight Authorized Users to, immediately: (a) take commercially reasonable and lawful measures within their respective control that are necessary to stop the activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the CiteRight Services and CiteRight Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access, other than data contained on backup systems as part of normal course backup processes); and (b) notify CiteRight of any such activity. Services or NCIT CiteRight Materials, the or for the5. Data Backup development, provision or use of a competing software service or product or any other purpose that is to NCIT’s detriment or commercial disadvantageproduct; or
(lj) otherwise access or use the CiteRight Services or NCIT CiteRight Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 1 contract
Samples: Software as a Service (Saas) Subscription Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services Subscriptions or NCIT KSG Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services Subscriptions or NCIT KSG Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services Subscriptions or NCIT KSG Materials to any Person, including on or in connection with the internet or any time-time- sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services Subscriptions or NCIT KSG Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services Subscriptions or NCIT KSG Materials or access or use the Services Subscriptions or NCIT KSG Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services Subscriptions or NCIT KSG Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the ServicesSubscriptions, NCIT KSG Systems or NCITKSG’s provision of services Subscriptions to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, SpecificationTerms of Use, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services Subscriptions or NCIT KSG Materials, including any copy thereof;
(ih) access or use the Services Subscriptions or NCIT KSG Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT KSG customer), or that violates any Law;applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services Subscriptions or NCIT KSG Materials for purposes of competitive analysis of the Services Subscriptions or NCIT KSG Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITKSG’s detriment or commercial disadvantage; or
(lj) otherwise access or use the Services Subscriptions or NCIT KSG Materials beyond the scope of the authorization granted under Section 3.12.1.
Appears in 1 contract
Samples: KSG Subscription Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services or NCIT Provider Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not, except as this Agreement expressly permits:.
(a) copy, modify or create derivative works or improvements of the Services or NCIT Provider Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT Provider Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services or NCIT Provider Materials or access or use the Services or NCIT Provider Materials other than by an Authorized User through the use of such Authorized User’s his or her own then then-valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Provider Systems or NCITProvider’s provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Provider Materials, including any copy thereof;
(ih) access or use the Services or NCIT Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer)party, or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services or NCIT Provider Materials for purposes of competitive analysis of the Services or NCIT Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITthe Provider’s detriment or commercial disadvantage; or
(lj) otherwise access or use the Services or NCIT Provider Materials beyond the scope of the authorization granted under Section 3.13.1 hereto.
Appears in 1 contract
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services or NCIT Provider Materials except as expressly permitted by this Agreement and, in the case of Third Third-Party Materials, the applicable third third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services or NCIT Provider Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT Provider Materials, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services or NCIT Provider Materials or access or use the Services or NCIT Provider Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Provider Systems or NCIT’s Provider's provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Specifications, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Provider Materials, including any copy thereof;
(ih) access or use the Services or NCIT Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT Provider customer), or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services or NCIT Provider Materials for purposes of competitive analysis of the Services or NCIT Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s the Provider's detriment or commercial disadvantage
(j) access or use the Services or Provider Materials in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or
(lk) otherwise access or use the Services or NCIT Provider Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 1 contract
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the CiteRight Services or NCIT CiteRight Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreementAgreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the CiteRight Services or NCIT CiteRight Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any CiteRight Services or NCIT CiteRight Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service; any third party, or that violates any applicable Law;
(di) knowingly access or use the CiteRight Services or CiteRight Materials for purposes of competitive analysis of the CiteRight Services or CiteRight Materials, or for the development, provision or use of a competing software service or product; or
(j) otherwise access or use the CiteRight Services or CiteRight Materials beyond the scope of the authorization granted under Section 3.1.
(c) reverse engineer, disassemble, decompile, decompile,4. Customer Obligations. decode, adapt or otherwise attempt to derive or gain access to the source code of the CiteRight Services or NCIT CiteRight Materials, in whole or in partany part thereof;
(ed) bypass or breach any Disabling Device, security device or protection used by the CiteRight Services or NCIT CiteRight Materials or access or use the CiteRight Services or NCIT CiteRight Materials other than by an Authorized User through the use of such Authorized User’s his or her own then then-valid Access Credentials;
(fe) knowingly input, upload, transmit or otherwise provide to or through the CiteRight Services or NCIT Systems, CiteRight Systems any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) knowingly damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the CiteRight Services, NCIT CiteRight Systems or NCITCiteRight’s provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarkstrade- marks, Specifications, Documentation, SpecificationXXXX, warranties or disclaimers, or any copyright, trademarktrade-mark, patent or other intellectual property or proprietary rights notices from any CiteRight Services or NCIT CiteRight Materials, including any copy thereof;
(ih) knowingly access or use the CiteRight Services or NCIT CiteRight Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right IP Right, contractual agreement, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT customer), or that violates any Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(k) access or use the Services or NCIT Materials for purposes of competitive analysis of the Services or NCIT Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCIT’s detriment or commercial disadvantage; or
(l) otherwise access or use the Services or NCIT Materials beyond the scope of the authorization granted under Section 3.1.of
Appears in 1 contract
Samples: Software as a Service (Saas) Subscription Agreement
Authorization Limitations and Restrictions. Licensee Customer shall not, and shall not permit any other Person to, access or use the Services or NCIT Provider Materials except as expressly permitted by this Agreement and, in the case of Third Party Materials, the applicable third party license agreementAgreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee Customer shall not, except as this Agreement expressly permits:
(a) copy, modify or create derivative works or improvements of the Services or NCIT Provider Materials, excluding Web Data;
(b) copy the Software and Documentation, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or NCIT Materials Provider Materials, excluding Web Data, to any Person, including on or in connection with the internet or any time-sharing, service bureau, SaaSsoftware as a service, cloud or other technology or service;
(dc) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or NCIT MaterialsServices, in whole or in part;
(ed) bypass or breach any security device or protection used by the Services or NCIT Provider Materials or access or use the Services or NCIT Provider Materials other than by an Authorized User through the use of such Authorized User’s his or her own then valid Access Credentials;
(fe) input, upload, transmit or otherwise provide to or through the Services or NCIT Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(gf) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, NCIT Provider Systems or NCITProvider’s provision of services to any third party, in whole or in part;
(hg) remove, delete, alter or obscure any trademarks, Documentation, Specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or NCIT Provider Materials, including any copy thereof;
(ih) access or use the Services or NCIT Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NCIT Provider customer), or that violates any applicable Law;
(j) take any action that might lead a third party (including an Authorized User) to conclude that the Services or NCIT Materials involve the provision of investment advice or recommendations;
(ki) access or use the Services or NCIT Provider Materials for purposes of competitive analysis of the Services or NCIT Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to NCITthe Provider’s detriment or commercial disadvantage; or
(lj) otherwise access or use the Services or NCIT Provider Materials beyond the scope of the authorization granted under Section 3.1.
Appears in 1 contract