Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term. 3.2 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account to enable the Customer to configure and administer the Hosted Services and enable registration of Customer End Users. 3.3 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 is subject to the following prohibitions: (a) the Customer must not sub-license its right to use the Hosted Services; (b) the Customer must not make any alteration to the Platform; and (c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider. 3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account. 3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosted Services. 3.7 The Customer must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of Use. 3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services. 3.9 The Customer must not use the Hosted Services: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. 3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term. 3.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 4 contracts
Samples: Software as a Service Agreement (Saas), Software as a Service Agreement (Saas), Software as a Service Agreement (Saas)
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.1 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on, or promptly following, the Effective Date.
4.2 The Provider hereby grants to enable the Customer a worldwide, non-exclusive licence to configure and administer use the Hosted Services and enable registration by means of a Supported Web Browser for the internal business purposes of the Customer End Usersin accordance with the Documentation during the Term.
3.3 4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents, suppliers and subcontractors of the Customer
(b) the Hosted Services are based on the agreed number of suppliers to be managed, communicated from time to time, and not by individual user accounts
4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person to access or use the Platform; andHosted Services;
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on use the Platform or Hosted Services without to provide services to third parties;
(d) the prior written consent of Customer must not make any alteration to the ProviderPlatform, except as permitted by the Documentation.
3.5 4.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use all reasonable endeavours to maintain the availability of the Hosted ServicesServices to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services but does not guarantee 100% availability.
3.7 4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.8 The Customer must comply with Schedule 2 (Acceptable Use Policy) and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 3 contracts
Samples: Saas Agreement, Saas Agreement, Saas Agreement
Hosted Services. 3.1 The Provider shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes by means of the Customer in accordance with the Documentation a Supported Web Browser during the Term.
3.2 3.3 The licence granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under Clause 3.2 is subject to enable the Customer to configure and administer following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and enable registration subcontractors of the Customer;
(b) the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars), providing that the Customer End Usersmay add or remove concurrent user licences in accordance with the procedure set out therein.
3.3 3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services; without the express written agreement of the provider.
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services ;
(bc) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services ; and
(e) the Customer must not make any alteration to the Platform; and
(c) , except as permitted by the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the ProviderDocumentation.
3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the Hosted Services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 3 contracts
Samples: Cloud Hosted Services Agreement, Cloud Hosted Services Agreement, Cloud Hosted Services Agreement
Hosted Services. 3.1 The Provider shall ensure that an Account for the Customer will be created and will provide the Customer with all details for that Account on the effective start date.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence license to use the Hosted Services for described in the business purposes of the Customer in accordance with the Documentation Services Order Form during the Term.
3.2 3.3 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account to enable the Customer to configure and administer the Hosted Services and enable registration of Customer End Users.
3.3 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 may only be used by the officers, employees, agents and subcontractors of the Customer
3.4 The license granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right permit any unauthorised person to access or use the Hosted Services;
(b) the Customer must not make any alteration to the Platform; and
(c) , except as permitted by the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.Documentation
3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical measures endeavors relating to Account access detailsdetails on his hosted services, including password complexity (min 8 chars with alternation of lower case and uppercase and min. 1 digit and 1 alphanumeric character), to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavors to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 The For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:
(a) a Force Majeure Event
(b) a failure of the internet or any public telecommunications network
(c) a failure of the Customer's computer systems or networks;
(d) any breach by the Customer must ensure that all persons using of the Hosted Services Agreement
(e) scheduled maintenance carried out in accordance with the authority of the Customer or by means of an Account comply with the Terms Of UseAgreement.
3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 For (c) in any way that may cause, damage to the avoidance of doubt, the Hosted Services or Platform
3.9 The Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 3.10 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this the Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 3 contracts
Samples: Hosted Services Agreement, Hosted Services Agreement, Hosted Services Agreement
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date and in accordance with the agreed delivery plan and service schedule.
3.2 The Provider hereby grants to enable the Customer a worldwide, non-exclusive licence to configure and administer use the Hosted Services by means of a Supported Web Browser and enable registration through the Mobile App solely for the internal business purposes of the Customer End Usersduring the Term.
3.3 The Hosted Services licensed by the Provider to the Customer under Clause 3.2 may only be used by the officers, employees, agents and subcontractors of the Customer (“Users”).
3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access or use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person to access or use the Platform; andHosted Services;
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on use the Platform or Hosted Services without to provide services to third parties;
(d) the prior written consent of Customer must not republish or redistribute any content or material from the ProviderHosted Services; and
(e) the Customer must not make any alteration to the ROTA Technology.
3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an the Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavours to ensure 99% availability of the Hosted Services to the Customer, including the use of a backup service, however the Provider does not guarantee 100% availability of the Hosted Services.
3.7 The Customer must ensure that all persons using For the avoidance of doubt, in calculating the availability of the Hosted Services with for the authority purpose of the targets under clause 3.6, periods of downtime or disruption to the Hosted Services caused directly or indirectly by any of the following shall not be taken into account:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer or by means of an Account comply this Agreement; or
(e) scheduled maintenance carried out in accordance with the Terms Of Usethis Agreement.
3.8 The Customer shall comply and shall procure that all Users comply with Schedule 2 (Acceptable Use Policy).
3.9 The Customer must not knowingly use the Hosted Services in any way that causes, or may cause, damage or overload to the Hosted Services or Platform ROTA Technology or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the PlatformROTA Technology, either during or after the Term.
3.11 3.12 The Provider may suspend the provision of the Hosted Services without further notice to the Customer if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdueoverdue by more than 10 (ten) days, and the Provider has given to the Customer at least 30 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Master Terms and Conditions
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account to enable the Customer to configure and administer the Hosted Services and enable registration of Customer End Users.
3.3 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to use the Hosted Services;
(b) the Customer must not make any alteration to the Platform; and
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosted Services.
3.7 The Customer must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of Use.
3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date.
3.2 The Provider hereby grants to enable the Customer a non-exclusive licence to configure and administer use the Hosted Services and enable registration by means of a Supported Web Browser for the internal business purposes of the Customer End Usersin accordance with the Documentation during the Term.
3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer; and
(b) the Hosted Services may only be used by the named users identified in Schedule 1 (Hosted Services particulars, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein.
3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services;
(c) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and
(cf) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 The Customer must ensure that all persons using For the Hosted Services with the authority avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer or by means of an Account comply this Agreement; or
(e) scheduled maintenance carried out in accordance with the Terms Of Usethis Agreement.
3.8 Not Used
3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Insight License Agreement
Hosted Services. 3.1 5.1 The Provider shall provide, or shall ensure that the Platform will provide, to the Customer upon the completion of the Set Up Services the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
5.2 The Provider hereby grants to the Customer a worldwide, non-exclusive exclusive, non-transferable licence to solely for the purposes of use of the Hosted Services by means of the User Interface for the internal business purposes of the Customer Customer, in accordance with the Documentation during the Term.
3.2 5.3 The licence granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under Clause 5.2 is subject to enable the following limitations:
(a) the User Interface may only be used by the Authorised Users of either the Customer to configure and administer or an Affiliate of the Customer;
(b) the User Interface must not be used at any point in time by more than the number of concurrent Authorised Users specified in Schedule 1 (Hosted Services particulars), providing that the Customer may add or remove concurrent user licences in accordance with the licence change procedure defined by the Hosted Services and enable registration of Customer End Users.Services; and
3.3 5.4 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 5.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not make any alteration to the PlatformPlatform or any aspect of the Hosted Services; and
(cf) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 5.5 The Customer shall use implement and maintain reasonable endeavours, including appropriate organisational and technical security measures relating to Account access details, the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services using an Accountby means of the Access Credentials.
3.6 5.6 The parties acknowledge and agree that Schedule 2 3 (Availability SLA) shall govern the availability of the Hosted Services.
3.7 5.7 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account the Access Credentials comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 5.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 5.9 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.
5.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 5.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Saas Agreement
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.1 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date.
4.2 The Provider hereby grants to enable the Customer a worldwide, non-exclusive licence to configure and administer use the Hosted Services and enable registration by means of a Supported Web Browser for the internal business purposes of the Customer End Usersin accordance with the Documentation during the Term.
3.3 4.3 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person to access or use the PlatformHosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties. For the avoidance of doubt the Customer’s Affiliates shall be permitted to use the Hosted Services as though such Affiliate(s) were a party to this Agreement, subject always to any license or usage caps in force from time to time;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services; and
(ce) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 4.4 The Customer Provider shall use reasonable endeavours, including appropriate organisational and technical measures relating endeavours to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 The Customer must ensure that all persons using 4.5 For the Hosted Services with the authority avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any material breach by the Customer or by means of an Account comply this Agreement; or
(e) scheduled maintenance carried out in accordance with the Terms Of Usethis Agreement.
3.8 4.6 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.7 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.8 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.9 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Service Agreement
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.1 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date.
4.2 The Provider hereby grants to enable the Customer a worldwide, non-exclusive licence to configure and administer use the Hosted Services and enable registration of Customer End Usersduring the Term.
3.3 4.3 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to use the Hosted Services;
(b) the Customer must not make any alteration to the Platform; Platform and
(cb) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 4.4 The Customer Provider shall use use[ all] reasonable endeavours, including appropriate organisational and technical measures relating endeavours to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern maintain the availability of the Hosted ServicesServices to the Customer but does not guarantee 100% availability.
3.7 4.5 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.6 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an an[ administrator] Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 4.7 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.8 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.9 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.10 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least [30 days' '] written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Service Agreement
Hosted Services. 3.1 The Provider shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account.
3.2 The Provider hereby grants to the Customer a worldwidean England and Wales wide, non-exclusive licence license to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 3.3 The license granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under Clause 3.2 is subject to enable the Customer to configure and administer following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and enable registration subcontractors of the Customer End Usersin connection with the Customer sites identified within Schedule 1 paragraph 5 (physical Customer sites);
(b) the Hosted Services may only be used by the named users identified in Schedule 1 (Hosted Services particulars), providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein.
3.3 3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software, or access to the Software;
(c) the Customer must not permit any unauthorised person to access or use the Hosted Services;
(d) the Customer must not use the Hosted Services to provide services to third parties;
(e) the Customer must not republish or redistribute any content or material from the Hosted Services;
(f) the Customer must not make any alteration to the Platform; and
(cg) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
(h) the Customer must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.
3.5 The Customer shall use all reasonable endeavoursendeavors, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavors to maintain the availability of the Hosted ServicesServices to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must comply with the XXXX (Schedule 4) and must ensure that all persons using who use the Hosted Services Software with the authority of the Customer or by means of an Account comply with the Terms Of UseXXXX.
3.8 3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 14 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Software as a Service License, Support, and Maintenance Agreement
Hosted Services. 3.1 3.1. The Provider shall ensure that the Platform will, on or promptly following the Effective Date, automatically create an Instant for the Customer and provide to the Customer access to the Application.
3.2. The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 3.3. The licence granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under Clause 3.2 is subject to enable the Customer to configure and administer following limitations:
a) the Hosted Services may only be used by the officers, employees, agents and enable registration subcontractors of the Customer;
b) the Hosted Services must not be used at any point in time by more than the number of concurrent users specified Vidatum - ITT Appendix B Pricing Schedule v2.xlsx, providing that the Customer End Users.may add or remove concurrent user licences in accordance with the procedure set out therein
3.3 3.4. Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services;
c) the Customer must not use the Hosted Services to provide services to third parties d) the Customer must not republish or redistribute any content or material from the Hosted Services; e) the Customer must not make any alteration to the Platform; and
(cf) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.Services
3.5 The 3.5. 3The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.6 3.6. The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use all reasonable endeavours to maintain the availability of the Hosted ServicesServices to the Customer. Availability of the service will be defined in the SLA.
3.7 3.7. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
a) a Force Majeure Event;
b) a fault or failure of the internet or any public telecommunications network;
c) a fault or failure of the Customer's computer systems or networks;
d) any breach by the Customer of this Agreement; or
e) scheduled maintenance carried out in accordance with this Agreement.
3.8. The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 3.9. The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10. The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 3.11. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 3.12. The Provider may suspend the provision of the Hosted Services if any undisputed amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Saas Agreement
Hosted Services. 3.1 The Provider shall, on request, create administrator Accounts for the Customer and shall provide to the Customer login details for such Accounts.
3.2 The Provider hereby grants to the Customer a worldwide, non-non- exclusive licence to use the Hosted Services in Singapore by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 3.3 The licence granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under Clause 3.2 is subject to enable the Customer to configure and administer following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents, subcontractors and enable registration members of the Customer; and
(b) the Hosted Services may only be used by administrator Accounts created by the Provider or by user Accounts created by the Customer, providing that the Customer End Usersmay change, add or remove member accounts in accordance with the procedure set out therein.
3.3 3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services except to its members who shall be permitted to use the Hosted Services by means of user Accounts created by the Customer;
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services;
(bc) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and
(cf) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use commercially reasonable endeavours to maintain the availability of the Hosted ServicesServices to the Customer but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled or emergency maintenance carried out in accordance with this Agreement.
3.8 The Customer must comply with Schedule 1 (Acceptable Use Policy) and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of UseSchedule 1 (Acceptable Use Policy).
3.8 3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during before, during, or after the Term.
3.11 3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Terms of Service
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.1 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date.
4.2 The Provider hereby grants to enable the Customer a worldwide, non-exclusive licence to configure and administer use the Hosted Services and enable registration by means of a Supported Web Browser for the internal business purposes of the Customer End Usersduring the Term.
3.3 4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitation that the Hosted Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer.
4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not make any alteration to the Platform; and
(cf) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 4.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 3 (Availability SLA) shall govern the availability of the Hosted Services.
3.7 4.7 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 4.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' 15 days written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Network Terms and Conditions
Hosted Services. 3.1 The Provider 3.1. Keepthinking hereby grants to the Customer The Client a worldwide, non-exclusive licence to use the Hosted Services for the business purposes by means of the Customer a Supported Web Browser for, in accordance with the Documentation Documentation, during the Term.
3.2 3.2. The Provider shall create an Account for the Customer and shall provide licence granted by Keepthinking to The Client under Clause 3.1 is subject to the Customer login details for that Account to enable the Customer to configure and administer following limitations:
3.2.1. the Hosted Services may only be used by the officers, employees, agents and enable registration subcontractors of Customer End Users.The Client;
3.3 3.2.2. the Hosted Services may only be used by named users, providing that The Client may change, add or remove any number of designated named user;
3.3. Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider Keepthinking to the Customer The Client under Clause 3.1 3.2 is subject to the following prohibitions:
(a) the Customer 3.3.1. The Client must not sub-license its right to access and use the Hosted Services;
(b) 3.3.2. The Client must not permit any unauthorised person to access or use the Customer Hosted Services;
3.3.3. The Client must not make any alteration to the Platform, except as permitted by the Documentation; and
(c) 3.3.4. Except as otherwise specified in the Customer Solicitation, the Client must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services Services, without the prior written consent of the ProviderKeepthinking.
3.5 3.4. Keepthinking and The Customer Client shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an AccountServices.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) 3.5. Keepthinking shall govern use commercially reasonable endeavours to maintain the availability of the Hosted Services to The Client at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 The Customer must ensure that all persons using 3.6. For the Hosted Services with the authority avoidance of doubt, downtime caused directly or indirectly by any of the Customer following shall not be considered a breach of this Agreement:
3.6.1. a Force Majeure Event;
3.6.2. a fault or failure of the internet or any public telecommunications network;
3.6.3. a fault or failure of The Client's computer systems or networks;
3.6.4. any breach by means The Client of an Account comply this Agreement; or
3.6.5. scheduled maintenance carried out in accordance with the Terms Of Usethis Agreement.
3.8 3.7. The Customer Client must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 The Provider 3.8. Keepthinking may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basisClient’s non- payment in accordance with Texas Government Code Chapter 2251.
Appears in 1 contract
Hosted Services. 3.1 4.1 The Platform will automatically generate an Account for the Customer on the Effective Date and will provide to the Customer login details for that Account.
4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence license to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.3 The licence granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under Clause 4.2 is subject to enable the Customer to configure and administer following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and enable registration subcontractors of either the Customer End Usersor an Affiliate of the Customer;
(b) the Hosted Services may only be used by named users, providing that the Customer may change, add or remove a designated named user in accordance with the Documentation; and
(c) the Hosted Services must not be used at any point in time by more than the number of named users specified in Schedule 1 (Hosted Services Specification), providing that the Customer may add or remove concurrent user licences in accordance with the Documentation.
3.3 4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person to access or use the Platform; andHosted Services;
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on use the Platform or Hosted Services without to provide services to third parties;
(d) the prior written consent of Customer must not republish or redistribute any content or material from the ProviderHosted Services; and
(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation.
3.5 4.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 3 (Availability SLA) shall govern the availability of the Hosted Services.
3.7 4.7 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 4.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Service Agreement
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.1 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account upon the completion of the Setup Services.
4.2 The Provider hereby grants to enable the Customer a worldwide, non-exclusive license to configure and administer use the Hosted Services and enable registration for the internal business purposes of the Customer End Usersin accordance with the Documentation during the Term.
3.3 4.3 The license granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;
(b) the Hosted Services must not be used at any point in time by more than the number of concurrent users than the Customer has licenses for.
4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence license granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorized person to access or use the Platform; andHosted Services;
(c) the Customer must not conduct republish or request that redistribute any other person conduct content or material from the Hosted Services; and
(d) the Customer must not make any load testing or penetration testing on alteration to the Platform or Hosted Services without Platform, except as permitted by the prior written consent of the ProviderDocumentation.
3.5 4.5 The Customer shall use reasonable endeavoursendeavors, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised unauthorized person may gain access to the Hosted Services using an administrator Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 3 (Availability SLA) shall govern the availability of the Hosted Services.
3.7 4.7 The Customer must comply with Schedule 2 (Acceptable Use Policy) and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 4.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Hosted Services. 3.1 The Provider shall provide, or shall ensure that the Platform will provide, to the Customer upon the Effective Date the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 3.3 The licence granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under Clause 3.2 is subject to enable the Customer to configure following limitations:
(a) the User Interface may only be used through a Supported Web Browser; and
(b) the User Interface may only be used by the officers, employees, agents and administer subcontractors of the Hosted Services and enable registration of Customer End UsersCustomer.
3.3 3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services;
(c) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and
(cd) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 The Customer shall use implement and maintain reasonable endeavours, including appropriate organisational and technical security measures relating to Account access details, the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services using an Accountby means of the Access Credentials.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.
3.11 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 3.12 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 3.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Terms of Service
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on the Effective Date.
3.2 The Provider hereby grants to enable the Customer a nationwide, non-exclusive licence to configure and administer use the Hosted Services and enable registration by means of a Supported Web Browser for the internal business purposes of the Customer End Usersin accordance with the Documentation during the Term.
3.3 The licence granted by the Provider to the Customer is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer;
(b) the Hosted Services may only be used by the named users identified in Schedule 1 (Hosted Services particulars), providing that the Customer may change, add or remove a designated named user on written request to the Provider; and
(c) the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in Schedule 1 (Hosted Services particulars) providing that the Customer may add or remove concurrent user licences on written request to the Provider
3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and
(cf) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Saas Agreement
Hosted Services. 3.1 The Provider shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation this Agreement during the Term.
3.2 3.3 The licence granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under clause 3.2 is subject to enable the Customer to configure and administer following limitations:
(a) the Hosted Services may only be used by the named users identified by the Customer’s account created within and enable registration by the Hosted Services, providing that the Customer may change, add or remove a designated named user; and
(b) the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in the terms of your subscription or as extended through the purchase of additional user accounts, providing that the Customer End Usersmay add or remove concurrent user licences.
3.3 3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 clause 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person to access or use the Platform; andHosted Services;
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on use the Platform or Hosted Services without to provide services to third parties;
(d) the prior written consent of Customer must not make any alteration to the ProviderPlatform.
3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to Account administrator account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Accountadministrator account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must comply with Schedule 3 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account administrator account comply with the Terms Of UseSchedule 3 (Acceptable Use Policy).
3.8 3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Software as a Service and Software License Agreement
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.1 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on or within 1 month following the Effective Date.
4.2 The Provider hereby grants to enable the Customer a worldwide, non-exclusive licence to configure and administer use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Terms and enable registration of Customer End UsersConditions during the Term.
3.3 4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees and agents of the Customer;
(b) the Hosted Services may only be used by the named users identified in Schedule 1 (Hosted Services particulars), providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein; and
(c) the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in Schedule 1 (Hosted Services particulars)
4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and
(cf) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 4.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to administrator & doctor Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator or doctor Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance and unscheduled updates carried out in accordance with this Agreement.
4.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator & doctor Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least [30 days' '] written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Saas Agreement
Hosted Services. 3.1 4.1 The Provider Company shall ensure that the Hosted Services will, on the Effective Date, implement their account generation process which may take up to 7 days to generate an account for the Client (“Account”) at which point the Client will be provided with login details for that Account.
4.2 The Company hereby grants to the Customer Client a worldwide, non-exclusive licence to use the Hosted Services for the business purposes by means of the Customer in accordance with the Documentation a supported web browser during the Term.
3.2 4.3 The Provider shall create an Account for licence granted by the Customer and shall provide Company to the Customer login details for that Account Client under Clause 4.2 is subject to enable the Customer to configure and administer the Hosted Services only being used by the officers and enable registration employees or consultants, of Customer the Client and End Users.
3.3 4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider Company to the Customer Client under Clause 3.1 4.2 is subject to the following prohibitions:
(a) a. the Customer Client must not sub-license its right to access and use the Hosted Services;
(b) b. the Customer Client must not make permit any alteration unauthorised person to access or use the PlatformHosted Services;
c. the Client must not use the Hosted Services to provide services to third parties other than End Users; and
(c) d. the Customer Client must not conduct republish or request that redistribute any other person conduct any load testing content or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of material from the Hosted Services.
3.7 4.5 The Customer Company shall use reasonable endeavours to meet the service level targets set out in Part C of the Schedule.
4.6 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
a. a Force Majeure Event;
b. a fault or failure of the internet or any public telecommunications network;
c. a fault or failure of the Client's computer systems or networks;
d. any breach by the Client of this Agreement; or
e. scheduled maintenance carried out in accordance with this Agreement.
4.7 The Client must comply with Paragraph 2 (Client Responsibilities), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account Client comply with the Terms Of UseParagraph 2.
3.8 4.8 The Customer Client must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform Hosted Services or impairment of the availability or accessibility of the Hosted Services.
3.9 4.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 The Provider Company may suspend the provision of the Hosted Services if any amount due to be paid by the Customer Client to AWS for the benefit of the Provider Company under this Agreement is overdue, and the Provider Company has given to the Customer Client at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Saas Terms and Conditions
Hosted Services. 3.1 a. The Provider Company shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer;
b. The Company hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.;
3.2 c. The Provider shall create an Account for licence granted by the Customer and shall provide Company to the Customer login details for that Account is subject to enable the Customer to configure and administer following limitations:
i. the Hosted Services may only be used by the officers, employees, agents, and enable registration subcontractors of the Customer;
ii. the Hosted Services may only be used with the Power BI Tenant identified in the Hosted Services particulars; and
iii. the Hosted Services must not be used at any point in time in excess of the number of USERS and REPORTS permitted by the Enterprise License agreed. This information is available directly at xxxxx://xxx.xxxxxxxxxxxxxxx.xxx/pricing/;
iv. the Company reserves the right to make changes to these Enterprise Licenses, User numbers and Reports permitted
v. The Company will notify the Customer End Users.and/or Partner of any changes;
3.3 vi. the Customer may add or remove concurrent user in accordance with the License granted;
d. Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider Company to the Customer under Clause 3.1 is subject to the following prohibitions:
(a) i. the Customer must not not;
1) sub-license its right to access and use the Hosted Services;
(b2) permit any unauthorised person to access or use the Customer must not Hosted Services;
3) use the Hosted Services to provide services to third parties;
4) republish or redistribute any content or material from the Hosted Services;
5) make any alteration to the Platform, except as permitted by the Documentation; and
(c6) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.Company;
3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA7) shall govern the availability of the Hosted Services.
3.7 The Customer must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of Use.
3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.;
3.9 e. The Customer shall use reasonable endeavours, including reasonable security measures relating to authorised Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an authorised Account;
f. The Customer must comply the Acceptable Use section, and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an authorised Account comply with the same such conditions;
g. The Customer must not use the Hosted Services:
(a) i. in any way that is unlawful, illegal, fraudulent fraudulent, or harmful; or
(b) ii. in connection with any unlawful, illegal, fraudulent fraudulent, or harmful purpose or activity.;
3.10 iii. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code code, and source code) of the Platform, either during or after the Term.;
3.11 h. The Provider may suspend Company shall use all reasonable endeavours to maintain the provision availability of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, gateway between the public internet and the network of its intention to suspend the hosting services Company for the Hosted Services on but does not guarantee 100% availability.
i. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this basis.Agreement;
i. a Force Majeure Event;
ii. a fault or failure of the internet or any public telecommunications network;
iii. a fault or failure of the Customer's computer systems or networks;
iv. any breach by the Customer of this Agreement; or
v. scheduled maintenance carried out in accordance with this Agreement;
vi. a fault or failure of the Microsoft platform;
Appears in 1 contract
Hosted Services. 3.1 The Provider 4.1 TIF shall provide, or shall ensure that the Platform will provide, to the Customer upon the completion of the Set Up Services the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 TIF hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of the Web Interface and the App for the business purposes of the Customer in accordance publishing information for App Users and otherwise communicating with the Documentation App Users during the Term.
3.2 4.3 The Provider shall create an Account for the Customer and shall provide licence granted by TIF to the Customer login details for that Account under clause 4.2 is subject to enable the following limitations:
(a) the Web Interface may only be used through a Supported Web Browser;
(b) all Customer to configure Users must be the employees, agents and administer subcontractors of the Hosted Services and enable registration Customer; and
(c) any limitations (which may include limitations on Users and/or User accounts) specified in a Statement of Customer End UsersWork.
3.3 4.4 Except to the extent expressly permitted in this the Agreement or required by law on a non- excludable basis, the licence granted by the Provider TIF to the Customer under Clause 3.1 clause 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not make any alteration to the Platform; and
(ce) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the ProviderTIF.
3.5 4.5 The Customer shall use implement and maintain reasonable endeavours, including appropriate organisational and technical security measures relating to Account access details, the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services using an Accountby means of the Access Credentials.
3.6 4.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) the Services Statement shall govern the availability of the Hosted Services.
3.7 The Customer must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of Use.
3.8 4.7 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.8 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by TIF to its other customers using the Platform; and the Customer acknowledges that TIF may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.
4.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.10 The Customer must comply with Acceptable Use Policy and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of the Access Credentials comply with Acceptable Use Policy.
4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 The Provider 4.12 TIF may suspend the provision of the Hosted Services if any amount due from time to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to time suspend the Hosted Services on this basisfor the purposes of scheduled maintenance in accordance with the Services Statement.
Appears in 1 contract
Samples: App Services Terms and Conditions
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.1 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date.
4.2 The Provider hereby grants to enable the Customer a non-exclusive license to configure and administer use the Hosted Services and enable registration for the internal business purposes of the Customer End Usersduring the Term.
3.3 4.3 The license granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) the Hosted Services must not be used at any point in time by more than the number of concurrent users agreed upon, providing that the Customer may add or remove concurrent user licenses in accordance with the administration module in Services provided.
4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence license granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorized person to access or use the Platform; andHosted Services;
(c) the Customer must not conduct republish or request that redistribute any other person conduct content or material from the Hosted Services; and
(d) the Customer must not make any load testing or penetration testing on alteration to the Platform or Hosted Services without the prior written consent of the ProviderPlatform.
3.5 4.5 The Customer shall use reasonable endeavoursendeavors, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised unauthorized person may gain access to the Hosted Services using an administrator Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern the guarantee 99% availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services. Availability exclude planned downtime where Customer is notified at least a week ahead.
3.7 4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer’s computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.8 The Customer must comply with Appendix B (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with the Terms Of UseAppendix B (Acceptable Use Policy).
3.8 4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.10 The Customer must not use the Hosted ServicesHost Service:
(a) in In any way that is unlawful, illegal, fraudulent or harmful; or
(b) in In connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' days written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Software as a Service Agreement
Hosted Services. 3.1 4.1. The Provider shall ensure that the Platform will automatically generate an Account for the Customer and provide to the Customer login details for that Account.
4.2. The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes by means of the Customer in accordance with the Documentation a Supported Web Browser during the Term.
3.2 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account to enable the Customer to configure and administer the Hosted Services and enable registration of Customer End Users.
3.3 4.3. Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) a. the Customer must not sub-license its right to access and use the Hosted Services;
(b) b. the Customer must not make permit any alteration unauthorised person to access or use the Platform; andHosted Services;
(c) c. the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 4.4. The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 4.5. The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavours to maintain the availability of the Hosted ServicesServices to the Customer, but does not guarantee 100% availability.
3.7 4.6. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
a. Force Majeure Event;
b. a fault or failure of the internet or any public telecommunications network;
c. a fault or failure of the Customer's computer systems or networks;
d. any breach by the Customer of this Agreement; or
e. scheduled maintenance carried out in accordance with this Agreement.
4.7. The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 4.8. The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.9. The Customer must not use the Hosted Services:
(a) a. in any way that is unlawful, illegal, fraudulent or harmful; or
(b) b. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.10. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.11. The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Saas Agreement
Hosted Services. 3.1 4.1 [The Provider shall ensure that the Platform will generate an Account for the Customer and provide to the Customer login details for that Account.
4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.3 The licence granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under Clause 4.2 is subject to enable the Customer to configure and administer following limitations: the Hosted Services may only be used by the officers, employees, agents and enable registration subcontractors of Customer End Users.the Customer;
3.3 4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person to access or use the Platform; andHosted Services;
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on use the Platform or Hosted Services without to provide services to third parties;
(d) the prior written consent of Customer must not republish or redistribute any content or material from the ProviderHosted Services; and
(e) the Customer must not make any alteration to the Platform, [except as permitted by the Documentation].
3.5 4.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use all reasonable endeavours to maintain the availability of the Hosted ServicesServices to the Customer, but does not guarantee 100% availability.
3.7 The Customer must ensure that all persons using 4.7 For the Hosted Services with the authority avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer or by means of an Account comply this Agreement; or
(e) scheduled maintenance carried out in accordance with the Terms Of Usethis Agreement.
3.8 4.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Saas Agreement
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date.
3.2 The Provider hereby grants to enable the Customer a worldwide, non-exclusive license to configure and administer use the Hosted Services and enable registration for the internal business purposes of the Customer End Usersin accordance with the Documentation during the Term.
3.3 The license granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer;
3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence license granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) the Customer must may not sub-license its right to access and use the Hosted Services;
(b) the Customer must may not make permit any alteration unauthorized person to access or use the Platform; andHosted Services;
(c) the Customer must may not conduct or request that any other person conduct any load testing or penetration testing on use the Platform or Hosted Services without to provide services to third parties;
(d) the prior written consent Customer may not republish or redistribute any content or material from the Hosted Services to anyone except officers, employees, agents and subcontractors of the Provider.Customer;
3.5 The Customer shall use reasonable endeavoursendeavors, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised unauthorized person may gain access to the Hosted Services using an administrator Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use all reasonable endeavors to maintain the availability of the Hosted ServicesServices to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must shall ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account must comply with the Terms Of Use(Acceptable Use Policy).
3.8 3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) code of the Platform, either during or after the Term.
3.11 3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' 15 days written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Hosted Services Agreement
Hosted Services. 3.1 4.1 The Provider shall ensure that the Platform will automatically generate an Account for the Customer and provide to the Customer login details for that Account.
4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.3 The Provider shall create an Account for Hosted Services may only be used by the named users identified in Schedule 1 (Hosted Services particulars), providing that the Customer and shall provide to may change, add or remove a designated named user in accordance with the Customer login details for that Account to enable the Customer to configure and administer the Hosted Services and enable registration of Customer End Users.procedure set out therein;
3.3 4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person to access or use the Platform; andHosted Services;
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on use the Platform or Hosted Services without to provide services to third parties;
(d) the prior written consent of Customer must not republish or redistribute any content or material from the ProviderHosted Services other than to individuals within its own organisation ; and
(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation.
3.5 4.5 The Customer shall use reasonable endeavours, including appropriate organisational regular monitoring of usage and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Hosted Services. 3.1 1. The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 The Provider Company shall create an Account for the Customer and shall provide to the Customer login details for that Account upon the completion of the Set-Up Services.
2. The Company hereby grants to enable the Customer a worldwide, non-exclusive licence to configure and administer use the Hosted Services and enable registration by means of a Supported Web Browser for the internal business purposes of the Customer End Usersin accordance with the Documentation during the Term.
3.3 3. The licence granted by the Company to the Customer under Clause 6.2 is subject to the following limitations: - the Hosted Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer; - the Hosted Services may only be used by the named users identified in the Contract of Service OR configuration document, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein; and - the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in the Contract of Service.
4. Except to the extent expressly permitted in this Agreement these Terms and Conditions or required by law on a non- non-excludable basis, the licence granted by the Provider Company to the Customer under Clause 3.1 6.2 is subject to the following prohibitions:
(a) : - the Customer must not sub-license its right to access and use the Hosted Services;
(b) ; - the Customer must not permit any unauthorised person to access or use the Hosted Services; - the Customer may use the Hosted Services to provide services to third parties with the Company’s permission; - the Customer may republish or redistribute any content or material from the Hosted Services with the provider’s permission; and - the Customer must not make any alteration to the Platform; and
(c) , except as permitted by the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the ProviderDocumentation.
3.5 5. The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosted Services.
3.7 6. The Customer must comply with Schedule 1 (Acceptable Use Policy) and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with the Terms Of UseSchedule 1 (Acceptable Use Policy).
3.8 7. The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 8. The Customer must not use the Hosted Services:
(a) : - in any way that is unlawful, illegal, fraudulent or harmful; or
(b) or - in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 9. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 10. The Provider Company may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of Company under the Provider under this Agreement is overdue, and the Provider Company has given to the Customer at least 30 days' 14 days written notice, notice following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Terms & Agreement for the Provision of Hosted Microsoft Teams Call Recording
Hosted Services. 3.1 4.1 The Provider shall ensure that the Platform will automatically generate an Account for the Customer and provide to the Customer login details for that Account.
4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.3 The Provider shall create an Account for Hosted Services may only be used by the named users identified in Schedule 1 (Hosted Services particulars), providing that the Customer and shall provide to may change, add or remove a designated named user in accordance with the Customer login details for that Account to enable the Customer to configure and administer the Hosted Services and enable registration of Customer End Users.procedure set out therein;
3.3 4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person to access or use the Platform; andHosted Services;
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on use the Platform or Hosted Services without to provide services to third parties;
(d) the prior written consent of Customer must not republish or redistribute any content or material from the ProviderHosted Services other than to individuals within its own organisation; and
(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation.
3.5 4.5 The Customer shall use reasonable endeavours, including appropriate organisational regular monitoring of usage and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Terms and Services Agreement
Hosted Services. 3.1 The Provider shall ensure that the Platform will automatically generate an Account for the Customer and provide to the Customer login details for that Account.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 3.3 The Provider shall create an Account Hosted Services may only be used for the Customer and shall provide to Permitted Purpose by the users identified in Schedule 1, Section 4 (Hosted Services Particulars), providing that the Customer login details for that Account to enable may change, add, or remove a designated user in accordance with the Customer to configure and administer procedure agreed with the Hosted Services and enable registration of Customer End Users.Provider;
3.3 3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) 3.4.1 the Customer must not sub-license its right to access and use the Hosted Services;
(b) 3.4.2 the Customer must not permit any unauthorised person to access or use the Hosted Services;
3.4.3 the Customer must not use the Hosted Services to provide services to third parties;
3.4.4 the Customer must not republish or redistribute any content or material from the Hosted Services other than to individuals within its own organisation; and
3.4.5 the Customer must not make any alteration to the Platform; and
(c) , except as permitted by the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the ProviderDocumentation.
3.5 The Customer shall use reasonable endeavours, including appropriate organisational regular monitoring of usage and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavours to maintain the availability of the Hosted ServicesServices to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
3.7.1 a Force Majeure Event;
3.7.2 a fault or failure of the internet or any public telecommunications network;
3.7.3 a fault or failure of the Customer's computer systems or networks;
3.7.4 any breach by the Customer of this Agreement; or
3.7.5 scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must comply with and ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of UsePrivacyEngine Acceptable Use Policy (xxxxx://xxx.xxxxxxxxxxxxx.xx/download/AcceptableUsePolicy.pdf).
3.8 3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10 The Customer must not use the Hosted Services:
(a) 3.10.1 in any way that is unlawful, illegal, fraudulent fraudulent, or harmful; or
(b) 3.10.2 in connection with any unlawful, illegal, fraudulent fraudulent, or harmful purpose or activity.
3.10 3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code code, and source code) of the Platform, either during or after the Term.
3.11 3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' ’ written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basisbasis and the amount due remains unpaid after the notice period has expired.
Appears in 1 contract
Samples: Terms and Conditions of Service
Hosted Services. 3.1 The Provider shall ensure that the Platform will automatically generate an Account for the Customer and provide to the Customer login details for that Account.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account to enable the Customer to configure and administer the Hosted Services and enable registration of Customer End Users.
3.3 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) 3.3.1 the Customer must not sub-license its right to access and use the Hosted Services;
(b) 3.3.2 the Customer must not permit any unauthorised person to access or use the Hosted Services;
3.3.3 the Customer must not use the Hosted Services to provide services to third parties;
3.3.4 the Customer must not republish or redistribute any content or material from the Hosted Services other than to individuals within its own organisation; and
3.3.5 the Customer must not make any alteration to the Platform; and
(c) , except as permitted by the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the ProviderDocumentation.
3.5 3.4 The Customer shall use reasonable endeavours, including appropriate organisational regular monitoring of usage and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 3.5 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavours to maintain the availability of the Hosted ServicesServices to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services but does not guarantee 100% availability.
3.6 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
3.6.1 a Force Majeure Event;
3.6.2 a fault or failure of the internet or any public telecommunications network;
3.6.3 a fault or failure of the Customer's computer systems or networks;
3.6.4 any breach by the Customer of this Agreement; or
3.6.5 scheduled maintenance carried out in accordance with this Agreement.
3.7 The Customer must comply with and ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of Use.PrivacyEngine Acceptable Use Policy xxxxx://xxx.xxxxxxxxxxxxx.xx/Upload/documentation/AcceptableUsePolicy.pdf
3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 The Customer must not use the Hosted Services:
(a) 3.9.1 in any way that is unlawful, illegal, fraudulent fraudulent, or harmful; or
(b) 3.9.2 in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' ’ written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basisbasis and the amount due remains unpaid after the notice period has expired.
Appears in 1 contract
Samples: Terms and Conditions of Service
Hosted Services. 3.1 The Provider shall ensure that the Platform will automatically generate an Account for the Customer and provide to the Customer login details for that Account.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 3.3 The Provider shall create an Account for Hosted Services may only be used by authorised staff of the customer, the Customer and shall provide to may change, add or remove a designated user in accordance with the Customer login details for that Account to enable procedure agreed with the Customer to configure and administer the Hosted Services and enable registration of Customer End Users.Service Provider;
3.3 3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) 3.4.1 the Customer must not sub-license its right to access and use the Hosted Services;
(b) 3.4.2 the Customer must not permit any unauthorised person to access or use the Hosted Services;
3.4.3 the Customer must not use the Hosted Services to provide services to third parties;
3.4.4 the Customer must not republish or redistribute any content or material from the Hosted Services other than to individuals within its own organisation; and
3.4.5 the Customer must not make any alteration to the Platform; and
(c) , except as permitted by the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the ProviderDocumentation.
3.5 The Customer shall use reasonable endeavours, including appropriate organisational regular monitoring of usage and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
3.7.1 a Force Majeure Event;
3.7.2 a fault or failure of the internet or any public telecommunications network;
3.7.3 a fault or failure of the Customer's computer systems or networks;
3.7.4 any breach by the Customer of this Agreement; or
3.7.5 scheduled maintenance carried out in accordance with this Agreement.
3.8 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of UseSchedule 1 (Acceptable Use Policy).
3.8 3.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 3.10 The Customer must not use the Hosted Services:
(a) 3.10.1 in any way that is unlawful, illegal, fraudulent or harmful; or
(b) 3.10.2 in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 3.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' ’ written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Terms and Conditions of Service
Hosted Services. 3.1 4.1 The Provider shall ensure that the Platform will automatically generate an Account for the Customer and provide to the Customer login details for that Account.
4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.3 The licence granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under Clause 4.2 is subject to enable the Customer to configure and administer following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and enable registration subcontractors of the Customer;
(c) the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in pricing plan details at xxxxx://xxxxxxxxxxxxx.xxx#pricing, providing that the Customer End Usersmay add or remove concurrent user licences in accordance with.
3.3 4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and
(cf) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 4.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavours to maintain the availability of the Hosted ServicesServices to the Customer, but does not guarantee 100% availability.
3.7 4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
(f) a downtime due to hosting provider Amazon AWS.
4.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Saas Agreement
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.1 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account upon the completion of the Set Up Services.
4.2 The Provider hereby grants to enable the Customer a worldwide, non-exclusive licence to configure and administer use the Hosted Services and enable registration by means of a Supported Web Browser or applicable client program for the internal business purposes of the Customer End Usersin accordance with the Documentation during the Term.
3.3 4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;
4.4 Except to the extent expressly permitted in this Agreement these Terms and Conditions or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person to access or use the Platform; andHosted Services;
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on use the Platform or Hosted Services without to provide services to third parties;
(d) the prior written consent of Customer must not republish or redistribute any content or material from the ProviderHosted Services; and
(e) the Customer must not make any alteration to the Platform, except as and if permitted by the Documentation.
3.5 4.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosted Services.
3.7 4.7 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with the Terms Of UseSchedule 1 (Acceptable Use Policy).
3.8 4.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this the Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Terms and Conditions
Hosted Services. 3.1 The Provider shall ensure that the Platform is available, to the Customer upon the Effective Date to enable the Customer to complete their setup of the Hosted Services.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of the User Interface for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 3.3 The license granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under Clause 3.2 is subject to enable the Customer to configure following limitations:
(a) the User Interface may only be used through a Supported Web Browse;
(b) the User Interface may only be used by the officers, employees, agents and administer subcontractors of the Hosted Services and enable registration of Customer End Users.Customer;
3.3 3.4 Except to the extent expressly permitted in this Agreement these Terms and Conditions or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person or application to access or use the Platform; andHosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 The Customer shall use implement and maintain reasonable endeavours, including appropriate organisational and technical security measures relating to Account access details, the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services using an Accountby means of the Access Credentials.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use reasonable endeavors to maintain the availability of the Hosted ServicesServices to the Customer but does not guarantee 100% availability.
3.7 The For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public infrastructure network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer must ensure that all persons using of the Hosted Services Agreement; or
(e) scheduled maintenance carried out in accordance with the authority of the Customer or by means of an Account comply with the Terms Of UseAgreement.
3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 3.10 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this the Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Terms and Conditions
Hosted Services. 3.1 [The Provider hereby grants shall ensure that the Platform will [, on the Effective Date,] automatically generate an Account for the Customer and provide to the Customer a worldwide, non-exclusive licence to use the Hosted Services login details for the business purposes of the Customer in accordance with the Documentation during the Termthat Account.
3.2 ] OR [The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account [ on or promptly following the Effective Date].]
3.2 The Provider hereby grants to enable the Customer a [worldwide, non-exclusive] license to configure and administer use the Hosted Services and enable registration [ by means of Customer End Users[a Supported Web Browser]] [ for [the internal business purposes of the Customer]] [ in accordance with the Documentation] during the Term.
3.3 The license granted by the Provider to the Customer is subject to the following limitations:
(a) [the Hosted Services may only be used by [the officers, employees, agents and designated “customers” of the Customer]];
3.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence license granted by the Provider to the Customer under Clause 3.1 is subject to the following prohibitions:
(a) [the Customer must not sub-license its right to access and use the Hosted Services];
(b) [the Customer must not permit any unauthorized person to access or use the Hosted Services];
(c) [the Customer must not use the Hosted Services to provide services to third parties];
(d) [the Customer must not republish or redistribute any content or material from the Hosted Services]; and
(e) [the Customer must not make any alteration to the Platform; and
(c) Platform [, except as permitted by the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the ProviderDocumentation]].
3.5 The Customer shall use reasonable endeavoursendeavors, including appropriate organisational and technical reasonable security measures relating to [ administrator] Account access details, to ensure that no unauthorised unauthorized person may gain access to the Hosted Services using an [ administrator] Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use [ all] reasonable endeavors to maintain the availability of the Hosted Services to the Customer [at the gateway between the public internet and the network of the hosting services provider for the Hosted Services], but does not guarantee 100% availability.
3.7 The Customer must ensure that all persons using For the Hosted Services with the authority avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer or by means of an Account comply this Agreement; or
(e) scheduled maintenance carried out in accordance with the Terms Of Usethis Agreement.
3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least [30 days' '] written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Service Agreement
Hosted Services. 3.1 4.1 The Provider shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account.
4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services Services[ by means of a Supported Web Browser for [the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.3 The licence granted by the Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account under Clause 4.2 is subject to enable the Customer to configure and administer following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and enable registration subcontractors of Customer End Users.the Customer;
3.3 (b) the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)
4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person to access or use the Platform; andHosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 4.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an AccountServices.
3.6 4.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) Provider shall govern use all reasonable endeavours to maintain the 99% availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services.
3.7 4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of UseSchedule 2 (Acceptable Use Policy).
3.8 4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least [30 days' '] written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Saas Agreement
Hosted Services. 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 4.1 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account upon the completion of the Set Up Services.
4.2 The Provider hereby grants to enable the Customer a United Kingdom, non-exclusive licence to configure and administer use the Hosted Services and enable registration by means of a Supported Web Browser for the internal business purposes of the Customer End Usersin accordance with the Documentation during the Term.
3.3 4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer.
4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not make permit any alteration unauthorised person to access or use the Platform; andHosted Services;
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on use the Platform or Hosted Services without to provide services to third parties; and
(d) the prior written consent of Customer must not make any alteration to the ProviderPlatform, except as permitted by the Documentation.
3.5 4.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.6 4.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosted Services.
3.7 The Customer must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of Use.
3.8 4.7 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 4.8 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 4.9 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 4.10 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: Services Agreement
