Customer Rights and Responsibilities. 4.1. The Customer shall at all times comply with the AUP and shall procure that all Authorised Users do the same. 4.2. The Customer must at all times ensure that competent staff are suitably trained to manage and use the Service, and are aware of its technical limitations and procedures. 4.3. The Customer may not allow the Service to be repaired, serviced or otherwise attended to except by the Supplier’s staff. 4.4. The Customer shall maintain adequate security measures to safeguard the Services from access or use by any unauthorised person. 4.5. Except to the extent and in the circumstances expressly permitted by applicable law, the Customer shall not alter, modify, adapt or translate the whole or any part of the Product in any way nor permit the whole or any part of the Product to be combined with or become incorporated in any other computer programs nor decompile, disassemble or reverse engineer the same nor attempt to do any such things. Notwithstanding the above, all rights to any modifications to the Product shall belong to the Supplier and the Customer shall do all things necessary to vest such rights in the Supplier. 4.6. In relation to the Authorised Users, the Customer undertakes that: 4.6.1. the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased in relation to the Product from time to time; 4.6.2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services; 4.6.3. each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his or her password confidential; 4.6.4. it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User and/or that the maximum number of Authorised Users that the Customer has authorised to access and use the Services does not exceed the number of User Subscriptions it has purchased for a Product. Such audits may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; 4.6.5. if any of the audits referred to in Clause 4.6.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and 4.6.6. if any of the audits referred to in Clause 4.6.4 reveal that, or the Supplier otherwise becomes aware that, the Customer has underpaid Fees to the Supplier and/or that the maximum number of Authorised Users that the Customer has authorised to access and use the Services exceeds the number of User Subscriptions it has purchased for a Product, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prevailing prices for the Product within 10 business days of the date of the relevant audit.
Appears in 5 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Customer Rights and Responsibilities. 4.1. The Customer shall at all times comply with the AUP and shall procure that all Authorised Users do the same.
4.2. The Customer must at all times ensure that competent staff are suitably trained to manage and use the Service, and are aware of its technical limitations and procedures.
4.3. The Customer may not allow the Service to be repaired, serviced or otherwise attended to except by the Supplier’s staff.
4.4. The Customer shall maintain adequate security measures to safeguard the Services from access or use by any unauthorised person.
4.5. Except to the extent and in the circumstances expressly permitted by applicable law, the Customer shall not alter, modify, adapt or translate the whole or any part of the Product in any way nor permit the whole or any part of the Product to be combined with or become incorporated in any other computer programs nor decompile, disassemble or reverse engineer the same nor attempt to do any such things. Notwithstanding the above, all rights to any modifications to the Product shall belong to the Supplier and the Customer shall do all things necessary to vest such rights in the Supplier.
4.6. In relation to the Authorised Users, the Customer undertakes that:
4.6.1. the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased in relation to the Product from time to time;
4.6.2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
4.6.3. each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his or her password confidential;
4.6.4. it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User and/or that the maximum number of Authorised Users that the Customer has authorised to access and use the Services does not exceed the number of User Subscriptions it has purchased for a Product. Such audits may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
4.6.5. if any of the audits referred to in Clause 4.6.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
4.6.6. if any of the audits referred to in Clause 4.6.4 reveal that, or the Supplier otherwise becomes aware that, the Customer has underpaid Fees to the Supplier and/or that the maximum number of Authorised Users that the Customer has authorised to access and use the Services exceeds the number of User Subscriptions it has purchased for a Product, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prevailing prices for the Product within 10 business days of the date of the relevant audit.
4.7. In the event that the Customer has selected one of the Products set out below (as indicated in the Subscription Order Form), the Customer shall comply with the applicable obligations which relate to that Product set out in Schedule C which, for the avoidance of doubt, shall include the obligations set out in Paragraph 3.2 of Schedule C:
a) Journalist and Media Database;
b) Distribution Services; and/or
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Customer Rights and Responsibilities. 4.1. 4.1 The Customer shall at all times comply with may use the AUP Software within the authorised Sites (where appropriate) and shall procure that all Authorised Users do the same.
4.2. The Customer must at all times ensure that competent staff are suitably trained to manage and use the Service, and are aware number of its technical limitations and procedures.
4.3Sites and/or user licences does not exceed the corresponding Maximum Licence Number. The Customer may purchase further licences in respect of additional Sites or user licences by signing an additional Order Form and paying the corresponding charges.
4.2 The Customer shall
(a) ensure that its Employees use the Software in accordance with the terms and conditions of this agreement and shall be responsible for any Employee’s breach of this agreement;
(b) keep a complete and accurate record of all persons authorised to use the Software by it;
(c) notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person;
(d) ensure that the network and systems at each Site or for each remote user as the case may be complies with the relevant specifications provided by the Supplier from time to time (including but not allow limited to a wireless broadband connection with upload speeds of not less than 0.75Mbps in a Site) and be solely responsible for any failure of the Service Software to operate correctly arising from or relating to any upgrade to the Customer’s systems (including but not limited to hardware and operating system upgrades); and
(e) be repairedsolely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, serviced and all problems, conditions, delays, delivery failures and all other loss or otherwise attended damage arising from or relating to except the Customer's network connections or telecommunications links or caused by the internet.
4.3 The Customer shall use the Software in accordance with the Supplier’s user guides, videos and any training or guidance provided by the Supplier and in relation to scope of use:
(a) the Customer shall use the Software for the purpose of processing its data for its normal business purposes (which shall not include allowing the use of the Software by, or for the benefit of, any person other than its Employees or, to the extent permitted by clause 2, its Consumers);
(b) the Customer may not use the Software other than as specified in this agreement without the prior written consent of the Supplier, and the Customer acknowledges that additional Charges may be payable on any change of use approved by the Supplier’s staff.; and
4.4. The Customer shall maintain adequate security measures to safeguard the Services from access or use by any unauthorised person.
4.5. Except to the extent and in the circumstances expressly permitted by applicable law, (c) the Customer has no right (and shall not alterpermit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or translate make error corrections to the Software in whole or any in part of the Product in any way nor permit the whole or any part of the Product and shall take steps to be combined with or become incorporated in any other computer programs nor decompile, disassemble or reverse engineer the same nor attempt to do any such things. Notwithstanding the above, all rights to any modifications to the Product shall belong to the Supplier and the Customer shall do all things necessary to vest such rights in the Supplierprevent unauthorised copying.
4.6. In relation to the Authorised Users, the 4.4 The Customer undertakes that:
4.6.1. the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased in relation to the Product from time to time;
4.6.2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
4.6.3. each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his or her password confidential;
4.6.4. it shall permit the Supplier to audit inspect and have access to any records kept in connection with this licence, for the Services in order to establish the name and password purposes of each Authorised User and/or that the maximum number of Authorised Users ensuring that the Customer has authorised to access and use the Services does not exceed the number of User Subscriptions it has purchased for a Product. Such audits may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Customer of such access being required. In the event of any unauthorised use of the Software by the Customer's normal conduct , its Sites or Employees (whether the Supplier becomes aware of business;
4.6.5. if any such unauthorised use as a result of the audits referred to in Clause 4.6.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
4.6.6. if any of the audits referred to in Clause 4.6.4 reveal that, this clause or the Supplier otherwise becomes aware that, the Customer has underpaid Fees to the Supplier and/or that the maximum number of Authorised Users that the Customer has authorised to access and use the Services exceeds the number of User Subscriptions it has purchased for a Product, otherwise) then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated the Charges which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the prevailing prices for the Product within 10 business days of date when such use commenced, together with interest applied in accordance with clause 7.3 from such date to the date of payment.
4.5 The Customer may not use the relevant auditSoftware or any information provided by the Supplier to create any software substantially similar to the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
4.6 The Customer shall not:
(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part other than in accordance with this agreement;
(b) allow the Software to become the subject of any charge, lien or encumbrance; or
(c) deal in any other manner with any or all of its rights and obligations under this agreement.
4.7 The Customer shall not allow any third-party software developer to access the APIs or any other part of the Software (whether to provide software development services to the Customer or otherwise) without the prior written consent of the Supplier. The Customer acknowledges that such consent (if given) will be conditional on the developer entering into a developer licence agreement directly with the Supplier.
Appears in 1 contract
Samples: End User License Agreement (Eula)
