Hosted Services. 4.1 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. 4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] licence to use the Hosted Services[ by means of [the User Interface and the API]][ for [the internal business purposes of the Customer]][ in accordance with the Documentation] during [the Term]. 4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations: (a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]]; (b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of the Customer]]; (c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]]; (d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and (e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer]. 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 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 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 (f) [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]]. 4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials. 4.6 The Provider shall 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. 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 the Access Credentials] comply with Schedule 2 (Acceptable Use Policy). 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. 4.10 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. 4.11 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. 4.12 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. 4.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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: Esg Saas Agreement, Saas Agreement, Saas Agreement
Hosted Services. 4.1 [The Provider [shall provide, or shall ensure that the Platform will providewill[, on the Effective Date,] automatically generate an Account for the Customer and provide to the Customer upon login details for that Account.] 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] the Access Credentials necessary to enable the Customer to access and use the Hosted Services].]
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] licence to use the Hosted Services[ by means of [the User Interface and the APIa Supported Web Browser]][ for [the internal business purposes of the Customer]][ in accordance with the Documentation] during [the Term].
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface Hosted Services may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(cb) [the User Interface Hosted Services may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Servicesset out therein]];; and
(dc) [the User Interface 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)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Servicesset out therein]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
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 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 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
(f) [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]].
4.5 The Customer shall implement and maintain use reasonable endeavours, including reasonable security measures relating to the Access Credentials to[ administrator] Account access details, to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentialsusing an[ administrator] Account.
4.6 The Provider shall 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.
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[ Customer or by means of the Access Credentialsan[ administrator] Account comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 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.
4.11 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.
4.12 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.
4.13 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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 2 contracts
Samples: Saas Agreement, Saas Agreement
Hosted Services. 4.1 The Provider [shall provide, or shall ensure that the Platform will provide,] , to the Customer upon [the Effective Date] completion of the Set Up Services the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ Services by means of [the User Interface and the API]][ API for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer]];
(c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ applications approved by the Provider in writing and] and controlled by the Customer].
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 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 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
(f) [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]].
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 The Provider parties acknowledge and agree that Schedule 3 (Availability SLA) shall use[ all] reasonable endeavours to maintain govern 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.
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[ Customer or by means of the Access Credentials] Credentials comply with Schedule 2 (Acceptable Use Policy).
4.9 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.
4.10 4.9 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.
4.11 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.
4.12 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.
4.13 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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 2 contracts
Samples: Service Agreement, sums.org Agreement
Hosted Services. 4.1 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.
4.2 . The Provider hereby grants to the Customer a [worldwide, non-exclusive] licence to use the Hosted Services[ by means of [the User Interface and the API]][ for [the internal business purposes of the Customer]][ in accordance with the Documentation] during [the Term].
4.3 . The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) : [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) ] [the User Interface may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) ] [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]]users, providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) ] [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]]users, providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) and [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
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 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 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
(f) ] [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]].
4.5 . The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 . The Provider shall 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.
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) Event a fault or failure of the internet or any public telecommunications network;
(c) network a fault or failure of the Customer's computer systems or networks;
(d) networks any breach by the Customer of this Agreement; or
(e) or 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 the Access Credentials] comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 . 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.
4.11 . 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.
4.12 . 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.
4.13 . The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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. The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform[, providing that such scheduled maintenance must be carried out]. The Provider shall[ where practicable] give to the Customer [at least 5 Business Days'] prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services[ or have a material negative impact upon the Hosted Services]. The Provider shall ensure that [all scheduled maintenance] is carried out [outside Business Hours]. The Provider shall ensure that, during each calendar month, the aggregate period during which the Hosted Services are unavailable as a result of scheduled maintenance[, or negatively affected by scheduled maintenance to a material degree,] does not exceed [number] hours.
Appears in 1 contract
Samples: Saas Agreement
Hosted Services. 4.1 The Provider [shall provide, or shall ensure that the Platform will provide,] , to the Customer upon [the Effective Date] end of the subscription period, the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ Services by means of [the User Interface and services that the API]][ for [chosen subscription, at the internal business purposes of the Customer]][ in accordance with the Documentation] during [the Term]time, makes available.
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];.
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add Licensed Users or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];Invited Participants.
(dc) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 one physical individual per Licensed User (Hosted Services particulars)] OR [[identify document]], providing i e every Licensed User account is not to be used by any other than that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; named user) and
(ed) [the API may only be used by an application or applications[ applications approved by the Provider in writing and] and controlled by 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 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 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
(f) [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]].
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 The Provider shall use[ all] use all reasonable endeavours 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.
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[ Customer or by means of the Access Credentials] Credentials comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 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.
4.11 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.
4.12 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.
4.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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. 4.1 The Provider [shall provide, or shall ensure that the Platform will provide,] , to the Customer upon [the Effective Date] Date the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ Services by means of [the User Interface and in some cases the API]][ API for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ Browser or the Mobile App]];
(b) [the User Interface may only be used by [the Customer or the officers, employees, agents and subcontractors of the Customer]];
(c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ applications approved by the Provider in writing and] and controlled by the Customer].
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 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 republish or redistribute any content or material from the Hosted Services]Services unless in accordance with the Creative Common licenses explicitly mentioned;
(e) [the Customer must not make any alteration to the Platform[, except as permitted by the Documentation]]; and
(f) [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]].
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 The Provider shall use[ all] 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.
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; or
(f) downtime caused by flaws or bugs which are solved within 48 hours.
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[ Customer or by means of the Access Credentials] Credentials comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 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.
4.11 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.
4.12 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.
4.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least [30 days'] 14 days written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis. The Provider may also turn off features so the Customer can only access the free features from the moment any amount is overdue, until the full payment is received.
Appears in 1 contract
Samples: Growe Online Terms
Hosted Services. 4.1 The Provider [shall provide, or create an Account for the Customer and shall ensure that the Platform will provide,] provide to the Customer upon [login details for that Account on or promptly following the Effective Date] the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ Services by means of [the User Interface and the API]][ a Supported Web Browser for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface Hosted Services may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(cb) [the User Interface Hosted Services may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Servicesset out therein]];; and
(dc) [the User Interface 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)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Servicesset out therein]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
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 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 paying 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[, except as permitted by the Documentation]]; and
(f) [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]].
4.5 The Customer shall implement and maintain use reasonable endeavours, including reasonable security measures relating to the Access Credentials administrator Account access details, to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentialsusing an administrator Account.
4.6 The Provider shall use[ all] 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]Customer, but does not guarantee 100% availability.
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 the Access Credentials] comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 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.
4.11 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.
4.12 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.
4.13 4.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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. 4.1 5.1 The Provider [shall provide, or create an Account for the User and shall ensure that the Platform will provide,] provide to the Customer User login details for that Account upon [the Effective Date] completion of the Access Credentials necessary to enable the Customer to access and use the Hosted Set Up Services.
4.2 5.2 The Provider hereby grants to the Customer User a [worldwide, non-exclusive] licence exclusive license to use the Hosted Services[ Services by means of [the User Interface and the API]][ a Supported Web Browser for [the internal business purposes of the Customer]][ User in accordance with the Documentation] Documentation during [the Term].
4.3 5.3 The licence license granted by the Provider to the Customer User under Clause 4.2 5.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) [the User Interface Hosted Services may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]]officers, providing that employees, agents, suppliers and subcontractors of either the Customer may change, add User or remove a designated named user in accordance with [an Affiliate of the user change procedure defined by the Hosted Services]]User;
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
4.4 5.4 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 User under Clause 4.2 5.2 is subject to the following prohibitions:
(a) [the Customer User must not sub-license its right to access and use the Hosted Services];
(b) [the Customer User must not permit any unauthorised person or application to access or use the Hosted Services];
; (c) [the Customer c)the User 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 User must not make any alteration to the Platform[, except as permitted by the Documentation]]; and
(f) [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]].
4.5 5.5 The Customer User shall implement and maintain use reasonable endeavours, including reasonable security measures relating to the Access Credentials administrator Account access details, to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentialsusing an administrator Account.
4.6 5.6 The Provider parties acknowledge and agree that Schedule 3 (Availability SLA) shall use[ all] reasonable endeavours to maintain govern 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.
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 5.7 The Customer User must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer[ User or by means of the Access Credentials] an administrator Account comply with Schedule 2 (Acceptable Use Policy).
4.9 5.8 The Customer User 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.
4.10 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.
4.11 The Customer User 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.
4.12 5.10 For the avoidance of doubt, the Customer User 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.
4.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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
Hosted Services. 4.1 5.1 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.
4.2 5.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ Services by means of [the User Interface and the API]][ API for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 5.3 The licence granted by the Provider to the Customer under Clause 4.2 5.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer]];
(c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];Deliberately Blank
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]]on Licence Management Screen, providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ applications approved by the Provider in writing and] and controlled by the Customer].
4.4 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 4.2 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 Platform[, except as permitted by the Documentation]]; and
(f) [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]].
4.5 5.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 5.6 The Provider parties acknowledge and agree that Schedule 3 (Availability SLA) shall use[ all] reasonable endeavours to maintain govern 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.
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 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[ Customer or by means of the Access Credentials] Credentials comply with Schedule 2 (Acceptable Use Policy).
4.9 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.
4.10 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.
4.11 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.
4.12 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.
4.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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. 4.1 The Provider [shall provide, or create an Account for the Customer and shall ensure that the Platform will provide,] provide to the Customer upon [login details for that Account on or promptly following the Effective Date] the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] , revocable, non-transferable licence to access and use the Hosted Services[ Services by means of [the User Interface and the API]][ a Supported Web Browser for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitationslimitation:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface Hosted Services may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) [Customer who have been granted access to the User Interface may only be used Hosted Service by the named users identified in [Schedule 1 Systems Administrator (Hosted Services particulars“Authorised Users”)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
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 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]parties without prior written agreement;
(d) [the Customer must not republish or redistribute any content or material from the Hosted Services];Services other than Customer Data; and
(e) [the Customer must not make any alteration to the Platform[Hosted Service, except as permitted by the Documentation]]; and;
(f) [except as expressly permitted by this Agreement, permit any third party to access or use the Hosted Service or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);
(g) copy, translate, modify, adapt or create derivative works from the Hosted Service;
(h) frame or mirror any of Our Content on any other server or wireless or Internet- based device;
(i) attempt to discover or gain access to the source code for the Hosted Service or reverse engineer, modify, decrypt, extract, disassemble or decompile the Hosted Service’s software.
(j) attempt to interfere with the proper working of the Hosted Service and, in particular, must not attempt to circumvent security, usage monitoring, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Hosted Service or any associated website, computer system, server, router or any other internet-connected device;
(k) employ any hardware, software, device or technique to pool connections or reduce the number of devices or users that directly access or use the Hosted Service (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling') in order to circumvent any restrictions on scope of authorised use contained in this Agreement;
(l) obscure, amend or remove any copyright notice, trade mark or other proprietary marking on, or visible during the operation or use of, the Hosted Service; or
(m) use or launch any automated system, including, without limitation, "robots", "spiders" or offline readers that accesses the Hosted Service in a manner that sends more request messages to the Hosted Service’s servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser;
(n) use any part of the Hosted Service to upload, post, email, or transmit viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other software, files or programs that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or network equipment;
(o) probe, scan, or test the vulnerability of any network or website relating to the Hosted Service, nor breach the security or authentication measures on such network or website;
(p) register,operate or otherwise control more than one user account per Authorised User;
(q) use the Hosted Service to:
(i) upload, store, post, email, transmit or otherwise make available any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, likely to incite violence or hatred, discriminatory (on any ground), knowingly false or misleading, or that does not comply with all Applicable Laws or is otherwise objectionable or prohibited as set out in the Acceptable Use Policy;
(ii) impersonate any person or entity or otherwise misrepresent your relationship with any person or entity;
(iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Customer Data transmitted through the Hosted Service; engage in any fraudulent activity or further any fraudulent purpose;
(iv) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the government of the United Kingdom or any foreign government as a foreign terrorist organisation;
(v) stalk" or otherwise harass another person;
(vi) provide false identity information to gain access to or use the Hosted Service; and/or
(vii) attempt to gain unauthorised access to the Hosted Service or any related systems or networks, and shall not permit any Authorised User or other third party to do any of the foregoing. This Agreement grants an authorisation to the Customer must to access the Hosted Service on a software-as-a-service basis and this is not conduct or request that any other person conduct any load testing or penetration testing on a copyright licence. Accordingly, these restrictions are absolute and not subject to the Platform or Hosted Services [without the prior written consent exceptions set out in section 296A of the Provider]]Copyright, Designs and Patents Act 1988.
4.5 The Customer shall implement and maintain use reasonable endeavours, including reasonable security measures relating to the Access Credentials Account access details, to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentialsusing an Account.
4.6 The Provider shall use[ all] 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]Customer, but does not guarantee 100% availability.
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 (the Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer[ Customer or by means of the Access Credentials] an Account comply with Schedule 2 (the Acceptable Use Policy).
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.
4.10 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.
4.11 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.
4.12 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.
4.13 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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.
4.13 The Customer shall designate one contact and one alternate as the responsible party for communication with the Provider during the term of this Agreement (the "System Administrator"). The System Administrator shall have the authority to bind the Customer, although another duly authorised representative of the Customer may change the System Administrator by giving written notice to the Provider in accordance with clause 20.1.
4.14 The System Administrator may establish accounts for Authorised Users. The Customer is solely responsible for determining the skill, competence, character and other attributes of all Authorised Users.
4.15 The Customer shall ensure that each Authorised User shall, as a condition of being granted access to the Hosted Service, be required by the System Administrator to acknowledge the obligations on the Customer under this Agreement respecting authorised use (and restrictions on use) of the Hosted Service and agree to comply with the same.
Appears in 1 contract
Samples: Service Agreement
Hosted Services. 4.1 The Provider [shall provide, or shall ensure that the Platform will provide,] , to the Customer upon [the Effective Date] completion of the Set Up Services the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ Services by means of [the User Interface and the API]][ API for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer]];
(c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify user onboarding document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ applications approved by the Provider in writing and] and controlled by the Customer].
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 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 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
(f) [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]].
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 The Provider parties acknowledge and agree that Schedule 3 (Availability SLA) shall use[ all] reasonable endeavours to maintain govern 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.
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[ Customer or by means of the Access Credentials] Credentials comply with Schedule 2 (Acceptable Use Policy).
4.9 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.
4.10 4.9 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.
4.11 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.
4.12 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.
4.13 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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. 4.1 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.
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] licence to use the Hosted Services[ Services by means of [the User Interface and the API]][ only for [the internal business purposes of the Customer]][ in accordance with the Documentation] during [the Term]. The customer must not use the API to access the Hosted Services.
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) [The customer must not use the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by API to access the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
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 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 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
(f) [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]].
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 The Provider shall 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.
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 the Access Credentials] comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 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.
4.11 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.
4.12 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.
4.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least [30 7 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 Use
Hosted Services. 4.1 The Provider [shall provide, or shall ensure that the Platform will provide,] , to the Customer upon [the Effective Date] Date the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] licence exclusive license to use the Hosted Services[ Services by means of [the User Interface and the API]][ API for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 The licence license granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ Browser or the Mobile App]];
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that officers and authorised employees of the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]]Customer;
(dc) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ applications approved by the Provider in writing and] and controlled by the Customer].
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 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]parties unless specified on the Order Form ;
(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
(f) [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]].
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 The Provider shall use[ all] 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.
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[ Customer or by means of the Access Credentials] Credentials comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 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.
4.11 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.
4.12 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.
4.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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. 4.1 The Provider [shall provide, or shall ensure that the Platform will provide,] will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer upon [the Effective Date] the Access Credentials necessary to enable the Customer to access and use the Hosted Serviceslogin 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 [the User Interface and the API]][ a Supported Web Browser for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface Hosted Services may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(cb) [the User Interface Hosted Services may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]]as created on the Platform, providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined workflow provided by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]Platform; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
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 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 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
(fe) [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]].
4.5 The Customer shall implement and maintain use reasonable endeavours, including reasonable security measures relating to the Access Credentials Administrator Account access details, to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentialsusing an Administrator Account.
4.6 The Provider shall use[ all] 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.
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;
(e) Updates or Upgrades to the Platform; or
(ef) 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[ Customer or by means of the Access Credentials] an Administrator Account comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 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.
4.11 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.
4.12 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.
4.13 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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: Service Agreement
Hosted Services. 4.1 The Provider [shall provide, or shall ensure that the Platform will provide,] to the Customer upon [will, on the Effective Date] , automatically generate an Account for the Access Credentials necessary User and provide to enable the Customer to access and use the Hosted ServicesUser login details for that Account.
4.2 The Provider hereby grants to the Customer User a [worldwide, non-exclusive] licence exclusive license to use the Hosted Services[ Services by means of [the User Interface and the API]][ a Supported Web Browser for [the internal business teaching or school management purposes of the Customer]][ User in accordance with the Documentation] Documentation during [the Term].
4.3 The licence license granted by the Provider to the Customer User under Clause 4.2 is subject to the following limitations:
(a) [limitation: the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface Hosted Services may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) [User for the User Interface may only be used by purpose of conducting the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add User’s teaching activities or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer]school management.
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 User under 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 User must not permit any unauthorised unauthorized 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 User must not republish or redistribute any content or material from the Hosted Services];Services except within the peer-to-peer networking, sharing functions and Public Library in the Teachwise app; and
(ed) [the Customer User must not make any alteration to the Platform[, except as permitted by the Documentation]]; and
(f) [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]].
4.5 The Customer User shall implement and maintain use reasonable endeavors, including reasonable security measures relating to the Access Credentials Account access details, to ensure that no unauthorised unauthorized person or application may gain access to the Hosted Services by means of the Access Credentialsusing an Account.
4.6 The Provider shall use[ all] use reasonable endeavours endeavors to maintain the availability of the Hosted Services to the Customer [User at the gateway between the public internet Internet and the network of the hosting services provider for the Hosted Services], but does not guarantee 100% availability.
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 server hosting service, the Internet or any public telecommunications network;
(c) a fault or failure of the CustomerUser's computer systems or networks;
(d) any breach by the Customer User of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.8 The Customer User must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer[ User or by means of the Access Credentials] a user Account comply with Schedule 2 (Acceptable Use Policy).
4.9 The Customer User 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.
4.10 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.
4.11 The Customer User 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.
4.12 4.11 For the avoidance of doubt, the Customer User 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.
4.13 4.12 The Provider may suspend the provision of the Hosted Services Services, in whole or in part, if any amount due the User is deemed to be paid by the Customer to 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 using the Hosted Services on this basisin an unethical, immoral or illegal manner at the Provider’s discretion.
Appears in 1 contract
Samples: Saas Agreement
Hosted Services. 4.1 The Provider [shall provide, or shall ensure that the Platform will provide,] , to the Customer upon [the Effective Date] completion of the Set Up Services the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ , by means of [the User Interface and the API]][ API for [the internal business purposes of the Customer]][ in accordance with the Documentation] Customer during [the Term].
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ Browser or the Mobile App]];
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer]];
(c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ applications approved by the Provider in writing and] and controlled by the Customer].
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 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 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
(f) [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.
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 The Provider parties acknowledge and agree that Schedule 3 (Availability SLA) shall use[ all] reasonable endeavours to maintain govern 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.
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[ Customer or by means of the Access Credentials] Credentials comply with Schedule 2 (Acceptable Use Policy).
4.9 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.
4.10 4.9 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.
4.11 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.
4.12 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.
4.13 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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: Cloud Software Agreement
Hosted Services. 4.1 4.1. The Provider [shall provide, or create an Account for the Customer and shall ensure that the Platform will provide,] provide to the Customer upon [login details for that Account on or promptly following the Effective Date] the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 4.2. The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ Services by means of [the User Interface and the API]][ a Supported Web Browser for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 4.3. The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface Hosted Services may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(cb) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user users in accordance with [the user change procedure defined platform except for the Administrator account that shall be provided by the Hosted Services]];Provider; and
(dc) [the User Interface 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)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
4.4 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 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 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
(f) [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]].
4.5 4.5. The Customer shall implement and maintain use reasonable endeavours, including reasonable security measures relating to the Access Credentials administrator Account access details, to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentialsusing an administrator Account.
4.6 4.6. The Provider shall use[ all] 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.
4.7 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 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[ Customer or by means of the Access Credentials] an administrator Account comply with Schedule 2 (Acceptable Use Policy).
4.9 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.
4.10 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.
4.11 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.
4.12 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.
4.13 4.12. The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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. 5. Maintenance Services
5.2. The Provider shall where practicable give to the Customer at least 10 Business Days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material
5.3. The Provider shall give to the Customer at least 10 Business Days' prior written notice of the application of an Upgrade to the Platform.
5.4. The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 10 Business Days' prior written notice of the application of any non-security Update to the Platform.
5.5. The Provider shall provide the Maintenance Services with reasonable skill and care
5.6. The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to 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 Maintenance Services on this basis.
Appears in 1 contract
Samples: User License Agreement
Hosted Services. 4.1 The Provider [shall providefollowing terms apply to the provision of Hosted Services:
7.1. Subject to the restrictions set out in this clause 7 and the other terms and conditions of the Statement of Work, or NAK hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Hosted Services and the Documentation during the Term solely for the Customer's internal business operations.
7.2. The Customer shall ensure that any log on details or passwords issued to or used by the Platform will provide,] Customer or any Authorised Users in relation to the Customer upon [Hosted Services are kept confidential and are not disclosed to any unauthorised users or third parties.
7.3. In relation to the Effective Date] the Access Credentials necessary to enable Authorised Users, the Customer undertakes that:
7.3.1. unless otherwise agreed by NAK, the maximum number of Authorised Users that it authorises to access and use the Hosted Services.Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
4.2 The Provider hereby grants 7.3.2. it shall permit NAK to the Customer a [worldwide, non-exclusive] licence to use audit the Hosted Services[ by means of [Services in order to establish whether the User Interface and the API]][ for [the internal business purposes of the Customer]][ Hosted Services are being used in accordance with the Documentation] during [Statement of Work and the Term].Master Agreement; and
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than 7.3.3. if the number of concurrent users specified in [Schedule 1 (Authorised Users exceeds the number of User Subscriptions it has purchased NAK may charge the Customer and the Customer shall pay, NAK then current fees for additional Authorised Users.
7.4. The Customer shall not, and shall procure that Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Hosted Services particulars)] OR [[identify document]]that is Prohibited Material and NAK reserves the right, providing that the Customer may add without liability or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by prejudice to its other rights to the Customer], to disable the Customer’s access to any material that breaches the provisions of this paragraph.
4.4 Except 7.5. The Customer shall not, and shall procure that Authorised Users shall not:
7.5.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
7.5.1.1. and except to the extent expressly permitted under the Statement of Work, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the NAK Software and/or Documentation (as applicable) in this Agreement any form or required media or by law on a nonany means; or
7.5.1.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-excludable basis, perceivable form all or any part of the licence granted by the Provider to the Customer under Clause 4.2 is NAK Software; or
7.5.2. subject to the following prohibitions:
(a) [the Customer must not sub-license its right to access clause 7.5.1 and use the Hosted Services];
(b) [the Customer must not permit any unauthorised person except as expressly permitted by NAK, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or application to access otherwise commercially exploit, or use the Hosted Services];
(c) [the Customer must not use otherwise make the Hosted Services and/or Deliverables available to provide services any third party except the Authorised Users; or
7.5.3. attempt to obtain, or assist 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[parties in obtaining, except as permitted by the Documentation]]; and
(f) [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]].
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentialsand/or Deliverables, other than as provided under this Clause 7.
4.6 7.6. The Provider Customer shall use[ all] use all reasonable endeavours to maintain the availability of prevent any unauthorised access to, or use of, the Hosted Services and/or the Deliverables and, in the event of any such unauthorised access or use, promptly notify NAK.
7.7. The rights provided under this clause 7 are granted to the Customer [at only, and except as expressly permitted under the gateway between the public internet and the network Statement of the hosting services provider for the Hosted Services], but does not guarantee 100% availability.
4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following Work shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault granted to any subsidiary or failure of the internet or any public telecommunications network;
(c) a fault or failure holding company 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 the Access Credentials] comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 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.
4.11 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.
4.12 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.
4.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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: Master Services Agreement
Hosted Services. 4.1 5.1 The Provider [shall provide, or create an Account for the Customer and shall ensure that the Platform will provide,] provide to the Customer login details for that Account upon [the Effective Date] completion of the Access Credentials necessary to enable the Customer to access and use the Hosted Set Up Services.
4.2 5.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ Services by means of [the User Interface and the API]][ a Supported Web Browser for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 5.3 The licence granted by the Provider to the Customer under Clause 4.2 5.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) [the User Interface Hosted Services may only be used by the named users identified in [Schedule 1 officers, employees, agents, clients, memberse and subcontractors of either the Customer or an Affiliate of the Customer; and
(b) the Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer]set out therein.
4.4 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 4.2 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];; and
(e) [the Customer must not make any alteration to the Platform[, except as permitted by the Documentation]]; and
(f) [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]].
4.5 5.5 The Customer shall implement and maintain use reasonable endeavours, including reasonable security measures relating to the Access Credentials Account access details, to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentialsusing an Account.
4.6 5.6 The Provider parties acknowledge and agree that Schedule 3 (Availability SLA) shall use[ all] reasonable endeavours to maintain govern 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.
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 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[ Customer or by means of the Access Credentials] an administrator Account comply with Schedule 2 (Acceptable Use Policy).
4.9 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.
4.10 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.
4.11 5.9 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.
4.12 5.10 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.
4.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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. 4.1 The Provider [shall provide, or shall ensure that the Platform will provide,] will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer upon [the Effective Date] the Access Credentials necessary to enable the Customer to access and use the Hosted Serviceslogin details for that Account.
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ by means of [the User Interface and the API]][ Services for [the internal business purposes of the Customer]][ in accordance with the Documentation] Customer during [the Term].
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface Hosted Services may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
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 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 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
(f) [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]].
4.5 The Customer shall implement and maintain use reasonable endeavours, including reasonable security measures relating to the Access Credentials Account access details, to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentialsusing an Account.
4.6 The Provider shall use[ all] 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]Customer, but does not guarantee 100% availability.
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[ Customer or by means of the Access Credentials] an Account comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 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.
4.11 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.
4.12 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.
4.13 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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 Service Level Agreement
Hosted Services. 4.1 The Provider [ZSL shall provide, or shall ensure that the Platform will provide,] , to the Customer upon [the Effective Date] completion of the Set Up Services the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 The Provider ZSL hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ Services by means of [the User Interface and the API]][ API for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 The licence granted by the Provider ZSL to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ an up-to-date web browser or the Mobile App]];
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]]the Sales Orders, providing that the Customer may add or remove concurrent user licences by agreement with ZSL in accordance with [the licence change procedure defined by the Hosted Services]]an additional Sales Order; and
(ed) [the API may only be used by an application or applications[ applications approved by the Provider ZSL in writing and] and controlled by the Customer].
4.4 Except to the extent expressly permitted in this the Agreement or required by law on a non-non- excludable basis, the licence granted by the Provider ZSL to the Customer under 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 republish or redistribute any content or material from the Hosted Services], excluding the use of the Templates in accordance with Clause 4.6;
(ed) [the Customer must not make any alteration to the Platform[, except as permitted by the Documentation]]; and;
(fe) [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 ZSL;
(f) the Provider]]Customer must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Platform or Hosted Services;
(g) the Customer must not show or demonstrate, or facilitate or permit the showing or demonstration of, the Hosted Services to any person not authorised to use the Hosted Services by the Agreement; and
(h) the Customer must not (and must not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Hosted Services in whole or in part.
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 ZSL further grants to the Customer a worldwide, non-exclusive licence to:
(a) copy, store and adapt the Templates; and
(b) distribute, publish and use adapted versions of the Templates, for the internal business purposes of the Customer both during and after Term, providing that the Customer must not without the prior written consent of ZSL: (i) distribute or redistribute any Template or any derivative thereof to any third party; (ii) sell or resell any Template or any derivative thereof; (iii) license or sublicense any Templates or any derivative thereof; (iv) publish any unadapted version of any Template, except in the case of Templates intended by ZSL to be used in unadapted form.
4.7 The Provider parties acknowledge and agree that Schedule 2 (SLA) shall use[ all] reasonable endeavours to maintain govern 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.
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 1 (Acceptable Use Policy), ) and must ensure that all persons using the Hosted Services with the authority of the Customer[ Customer or by means of the Access Credentials] Credentials comply with Schedule 2 (Acceptable Use Policy)1.
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.
4.10 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 ZSL to its other customers using the Platform; and the Customer acknowledges that the Provider ZSL 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.
4.11 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.
4.12 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.
4.13 The Provider ZSL may from time to time suspend the provision of the Hosted Services if any amount due to be paid by for the Customer purposes of scheduled maintenance to the Provider under Platform, providing that such scheduled maintenance must be carried out in accordance with this Agreement is overdueClause 4.13. ZSL shall, and the Provider has given where practicable, give to the Customer at least [30 days'] written notice5 Business Days' notice of maintenance, following except in the amount becoming overdueevent of emergency maintenance, of its intention to suspend where notice shall be given by reasonable endeavors through the Hosted Services on this basisService. ZSL shall ensure that all scheduled maintenance is carried out outside Business Hours.
Appears in 1 contract
Samples: Sales Order
Hosted Services. 4.1 [The Provider [shall provide, or shall ensure that the Platform will providewill[, on the Effective Date,] automatically generate an Account for the Customer and provide to the Customer upon login details for that Account.] 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] the Access Credentials necessary to enable the Customer to access and use the Hosted Services].]
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] licence to use the Hosted Services[ by means of [the User Interface and the APIa Supported Web Browser]][ for [the internal business purposes of the Customer]][ in accordance with the Documentation] during [the Term].
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface Hosted Services may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(cb) [the User Interface Hosted Services may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Servicesset out therein]];; and
(dc) [the User Interface 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)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Servicesset out therein]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
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 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];; DRAFT
(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
(f) [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]].
4.5 The Customer shall implement and maintain use reasonable endeavours, including reasonable security measures relating to the Access Credentials to[ administrator] Account access details, to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentialsusing an[ administrator] Account.
4.6 The Provider shall 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.
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[ Customer or by means of the Access Credentialsan[ administrator] Account comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 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.
4.11 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.. DRAFT
4.12 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.
4.13 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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. 4.1 The Provider [shall provide, or create an Account for the Customer and shall ensure that the Platform will provide,] provide to the Customer upon [login details for that Account promptly following the Effective Date] the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ Services by means of [the User Interface and the API]][ a Supported Web Browser for [the internal business purposes of the Customer]][ Customer in accordance with the Documentation] Documentation during [the Term].
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface Hosted Services may only be used by [the officers, employees, customers, agents and subcontractors of the Customer]];
(c) [the User Interface may only be used by the named users identified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may change, add or remove a designated named user in accordance with [the user change procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
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 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 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
(fd) [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]].
4.5 The Customer shall implement and maintain use reasonable endeavours, including reasonable security measures relating to the Access Credentials Account access details, to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentialsusing an Account.
4.6 The Provider shall use[ all] 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.
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 internet, cloud provider 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[ Customer or by means of the Access Credentials] an Account comply with Schedule 2 (Acceptable Use Policy).
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.
4.10 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.
4.11 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.
4.12 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.
4.13 4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least [30 7 days'] ' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Appears in 1 contract
Samples: End User License Agreement (Eula)
Hosted Services. 4.1 4.1. The Provider [shall provide, or shall ensure that the Platform will provide,] to provide the Customer upon [the Effective Date] completion of the Set Up Services, the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
4.2 4.2. The Provider hereby grants to the Customer a [worldwide, non-exclusive] exclusive licence to use the Hosted Services[ Services by means of [the User Interface and the API]][ for [the internal business purposes of the Customer]][ API in accordance with the Documentation] Documentation during [the Term].
4.3 4.3. The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) [the User Interface may only be used through a Supported Web Browser[ or the Mobile App]];
(b) [the User Interface may only be used by [the officers, employees, agents and subcontractors of the Customer]];
(c) [the User Interface may only be used by the approved named users identified configured in [Schedule 1 (the Hosted Services particulars)] OR [[identify document]]Service, providing that the Customer may change, add add, enable, disable or remove a designated named user in accordance with [the user change creation procedure defined by the Hosted Services]];
(d) [the User Interface must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)] OR [[identify document]], providing that the Customer may add or remove concurrent user licences in accordance with [the licence change procedure defined by the Hosted Services]]; and
(e) [the API may only be used by an application or applications[ approved by the Provider in writing and] controlled by the Customer].
4.4 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 4.2 is subject to the following prohibitions:
(a) [the Customer must not sub-license licence its right to access and use the Hosted Services];
(b) [the Customer must not permit any unauthorised person person, service 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 Platform[, except as permitted by the Documentation]]; and;
(fd) [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 Services; and
(e) the prior written consent Customer must not access all or any part of the Provider]].Subscription Services and Documentation in order to build a product or service which competes with the Hosted Services and/or the Documentation
4.5 4.5. The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person person, service or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 The Provider shall 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.
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 4.6. The Customer must comply with Schedule 2 3 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer[ Customer or by means of the Access Credentials] Credentials comply with Schedule 2 3 (Acceptable Use Policy).
4.9 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.
4.10 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 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.
4.11 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.
4.12 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) or the database schema of the Platform, either during or after the Term.
4.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to 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 Agreement
