CUSTOMER’S UNDERTAKINGS. 4.1 The Customer shall and shall procure that all persons accessing the Member Portal via the Customer (including each and every Authorised User) shall comply with the terms and conditions of the Member Portal Agreement at all times when accessing or utilising the Member Portal or any Information derived from it.
4.2 The Customer acknowledges and agrees that:
4.2.1 the terms and conditions of this Member Portal Agreement apply to any and all access to and use of the Member Portal by the Customer and its Authorised Users;
4.2.2 it shall be responsible for and shall manage and control all of the Customer’s access to and use of the Member Portal including via its allocated Authorised Users and User IDs;
4.2.3 it shall only provide access to the Member Portal to its Authorised Users;
4.2.4 it shall not disclose or distribute access to the Member Portal directly or indirectly to any third party except as explicitly permitted in accordance with this Member Portal Agreement;
4.2.5 at all times it shall be responsible for checking the accuracy and completeness of all information relating to the Customer on the Member Portal;
4.2.6 it shall not use the Member Portal for any purpose other than for entering Member Portal Transactions, managing the Customer’s own account, information and membership status;
4.2.7 it shall ensure that no information it provides to the Member Portal includes any Trojan horses, viruses, harmful source code or similar; and
4.2.8 it shall not use the Member Portal (or any information contained therein) for any illegal purpose or to bring the Exchange, its businesses or markets into disrepute or to make available, copy, reproduce, retransmit, disseminate, sell, licence, distribute, publish, broadcast or otherwise circulate the Information to any person other than in accordance with this Member Portal Agreement.
CUSTOMER’S UNDERTAKINGS. 7.1. League and each Participating Institution agree not to (i) make the SaaS Service or the Licensor Data available in any way for the use or benefit of any unauthorized party and to use commercially reasonable efforts to prevent unauthorized access to or use of the SaaS Service or the Licensor Data, and to notify Ex Libris as soon as possible after it becomes aware of any unauthorized access or use; (ii) copy, modify, create derivative works from or use the SaaS Service, the Licensor Data, the Documentation or related materials or other proprietary information received from Ex Libris, in whole or in part, other than as expressly permitted by this Subscription Agreement, unless Ex Libris so consents in writing; (iii) reverse engineer, decompile or disassemble the SaaS Service or any components thereof except as permitted by law; (iv) violate or abuse the password protections governing access to and use of the SaaS Service; (v) remove, deface, obscure, or alter Ex Libris' or any third party's copyright notices, trademarks or other proprietary rights notices affixed to or provided as part of the SaaS Service, the Licensor Data DocuSign Envelope ID: FD258E1D-4866-445B-B2A0-411F1F172E10 and/or the Documentation; (vi) use any robot, spider, scraper, or other automate d means to access the SaaS Service or the Licensor Data for any purpose without Ex Libris' written consent;
CUSTOMER’S UNDERTAKINGS. 3.1 The Customer shall:
3.1.1 comply with all applicable Laws with respect to its activities under this Agreement;
3.1.2 ensure that the Users Use the Apps, Service and the Documentation in accordance with the terms and conditions of this Agreement, the Terms of Service and shall be responsible for any User's breach of this Agreement and the Terms of Service;
3.1.3 ensure that its network and systems comply with the relevant specifications provided by the Service Provider from time to time;
3.1.4 be solely responsible for procuring and maintaining its network connections and telecommunications links from the Customer Systems to the Service Provider's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
3.1.5 procure that if a User knows or discovers the identity of a person or patient depicted in the Content or User Content, they will not disclose this information to a third party; and
3.1.6 procure that Users treat Content and User Content in accordance with the relevant Laws for the ethical management of patients and health information.
3.2 The Service Provider shall be entitled to use any Customer feedback to improve, modify or change the Apps, Service, Content and Documentation without payment to the Customer.
CUSTOMER’S UNDERTAKINGS. Customer (i) will use OnPage website, OnPage and related software and Service only in accordance with this Agreement and the relevant documentation; (ii) will ensure that any information that Customer provides to OnPage is true, accurate, current and complete; (iii) will not use or permit any other person to use the OnPage or related software or Service to transmit harassing, inciting, abusive, libelous, illegal or deceptive messages or information, or unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services, or messages or information that constitute IP Rights or other intellectual property infringement, breach of privacy or publicity rights, or moral or attribution rights, or messages or information that knowingly include software viruses, Trojan horses, worms, vandals, spyware and any other malicious applications; (iv) will not use or permit any other person to use the Site, Software or Services to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts; (v) will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to OnPage website, OnPage or related software or its entitlement to use the Services; (vi) will not undertake, cause, permit or authorize the modification, creation translation, or creation of any other derivative work, reverse engineering, decompiling, disassembling or hacking of Onsite website, OnPage or related software or any part thereof except to the extent permitted by law. Customer shall not copy or otherwise reproduce, reverse engineer, decompile, or permit any third party to use, copy or otherwise reproduce, all or any part of OnPage or related documentation except as expressly authorized in advance by OnPage.
CUSTOMER’S UNDERTAKINGS. 4.1 The Customer will comply with the Supplier's published terms, policies, and all applicable laws and regulations in using the Services.
4.2 The Customer will obtain and maintain any equipment and ancillary services necessary to connect to, access, or otherwise use the Services (including any necessary servers, web servers, network, modems, hardware, software, operating systems, and the like).
4.3 The Customer will maintain the security of the Customer's account(s) for using the Services, including the password(s) to such account(s) and all information contained in such account(s).
4.4 The Customer will not, directly or indirectly:
(a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or any underlying structure, ideas, know-how, or algorithms relevant to the Services or any part of the Software;
(b) modify, translate, or create derivative works based on the Services or any part of the Software;
(c) make illegal or unlawful use of the Services or the Software;
(d) breach the terms of this Agreement or any applicable laws or regulations.
4.5 The Customer acknowledges and agrees that the Supplier may, although has no obligation to do so, monitor the Customer's use of the Services and may prohibit any use of the Services where the Supplier believes that such use is or may be in breach of this Agreement.
4.6 The Customer will indemnify the Supplier against any losses, damages, expenses, or liabilities (including legal fees) in connection with any claim or action that arises from any use of the Services by the Customer in breach of this Agreement.
CUSTOMER’S UNDERTAKINGS. 3.1 The Customer undertakes not to perform and to procure that no Registered User or Authorised User performs any of the acts referred to in this clause 3 except to the extent permitted by overriding statutory requirements and the terms of the Agreement.
3.2 The Customer undertakes not to, and to ensure no Registered User or Authorised User shall:
3.2.1 copy the Software nor otherwise reproduce the same;
3.2.2 translate, adapt, vary, or modify the Software;
3.2.3 disassemble, decompile or reverse engineer the Software.
3.3 In addition, the Customer undertakes:
3.3.1 to supervise and control Use of the Software in accordance with the terms of this Agreement and any conduct policy relating to Use of the Software as notified to the Customer by STARVISION from time to time and to ensure that all Registered Users and Authorised Users comply with the terms of such policy and of this Agreement so far as applicable to them; and
3.3.2 not to provide or otherwise make available the Software in whole or in part (including but not limited to object and source program listings, object code and source code), in any form to any person other than STARVISION‟s employees without prior written consent from STARVISION.
3.4 The Customer is responsible for maintaining its own internet access and all necessary telecommunications equipment, software and other materials in order to be able to Use the Software.
3.5 The Customer shall document and promptly report all errors or malfunctions in Use of the Software to StarVision.
3.6 StarVision reserves the right to terminate or suspend the Customer‟s or any of its Registered User‟s or Authorised User‟s Use of the Software immediately if the Software or its servers is compromised, cracked or hacked or used inappropriately by any person in any way:
3.6.1 in a distributed denial of service attack;
3.6.2 to probe parts of other servers for vulnerability;
3.6.3 for any illegal activity;
3.6.4 to cause network disruption.
CUSTOMER’S UNDERTAKINGS. 4.1 It is a condition of the contract and the Customers warrants and undertakes that;
4.1.1 It is either the owner of the Goods, or is authorised by the owner to accept the conditions on the owner’s behalf.
4.1.2 The Goods presented to the Company shall be (and/or anyone else dealing with them);
a) Securely and properly packed for the performance of the services and in compliance with any applicable statutory regulations, recognised standards and best practice and are and will remain in a condition to be safely handled, stored and/or carried and so as not to cause injury, damage, contamination or deterioration (or the possibility of them) to any person premises, equipment or to any other goods/items in any way.
b) Are in the form and have at all material times been maintained at the temperature as may be required by the minimum standards stipulated under the applicable statutory regime for goods of that type then in force whereas directed by the customer
c) Do not contain substances the storage of which require the obtaining of any consent or licence outside the ordinary course of business of the company;
d) Do not contain any substances which, if released from the packaging, would or may cause pollution of the environment or harm to human health; and will not require any special treatment save as may be agreed in writing between the parties or as provided for in the regulations.
4.2 The warranties made in the condition 4 .1 shall be made on the date of the contract and to be repeated each day the goods are received and/or stored by the Company.
4.3 Before the Company assumes any responsibilities for or by reference to the Goods, the Customer will inform the Company in writing of any relevant matters; including any special precautions necessitated by the nature, weight or condition of the Goods and nay statutory or other duties specific to the Goods with which the Company or others may need to comply, and will promptly after invoicing pay the Company’s reasonable extra charges for complying
4.4 The Customer will promptly after invoicing reimburse all duties, taxes and expenses that the Company may be required to pay in respect of the Goods including where the liability to pay them arises due to the fault, other act or omission of the Company or its employees or sub- contractors.
4.5 Except in the extent previously notified in detail to, and accepted by, the Company in writing none of the Goods: are hazardous or contaminated; may cause pollution to the envi...
CUSTOMER’S UNDERTAKINGS. 3.1 ID and Password. Customer must select an ID and password to enable Customer to access Customer’s payment gateway account and use the Transaction Services. Customer will restrict access to such ID, password, and account to Customer’s employees and agents as may be reasonably necessary consistent with the purposes of this Agreement and will ensure that each such employee and agent accessing and using the account is aware of and otherwise complies with all applicable provisions of this Agreement regarding such use and access. Customer is solely responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes for purposes of giving Customer access to the Transaction Services. Xxxxxxxxx.Xxx shall be entitled to rely on information it receives from Customer and may assume that all such information was transmitted by or on behalf of Customer. Customer shall comply with all Xxxxxxxxx.Xxx recommendations and notices regarding the security of Customer’s ID, password and payment gateway account(s).
CUSTOMER’S UNDERTAKINGS. 19.6.1 Customer acknowledges and agrees that the use of the electronic vault warrant registry shall be in accordance with the undertakings and warranties contained within this Agreement and QAF.
19.6.2 Further to the above Clause 19.6.1, Customer undertakes to use the electronic vault warrant registry in good faith and in accordance with all instructions given (where applicable). The use of the electronic vault warrant registry by Customer is entirely at its own risk and subject to the limitations of liability contained within this Agreement at Clause 13.
19.6.3 Customer herein undertakes to hold harmless and indemnify BC from any loss or damage incurred by Customer or any of Customer’s clients, employees, or authorized representatives or anyone trading on MetalDesk through Customer’s Bullion Account.
19.6.4 For the avoidance of doubt, the limitations of liability and indemnifications contained within Clauses
CUSTOMER’S UNDERTAKINGS. 3.1 ID and Password. Customer will be provided with an ID and password to enable Customer to access Customer’s payment gateway account and use the GSPAYTECH Services. Customer will restrict access to such ID, pass word, and account to Customer’s employees and agents as may be reasonably necessary consistent with the purposes of this Agreement and will ensure that each such employee and agent accessing and using the account is aware of and otherwise complies with all applicable provisions of this Agreement regarding such use and access. Customer is solely responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes for purposes of giving Customer access to the GSPAYTECH Services. GSPAYTECH shall be entitled to rely on information it receives from Customer and may assume that all such information was transmitted by or on behalf of Customer. Customer s hall comply with all GSPAYTECH recommendations and notices regarding the security of Customer’s ID, password and payment gateway account(s).
