Common use of Licence Grant Clause in Contracts

Licence Grant. 2.1 eviFile hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's operations within the Territory concerning the Project. 2.2 In relation to the Authorised Users, the Customer undertakes that it shall maintain a written, up to date list of current Authorised Users and shall remain responsible for all use of the Services by its Authorised Users. 2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and eviFile reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. 2.4 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2. 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify eviFile. 2.6 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company or organisation of the Customer.

Licence Grant. 2.1 eviFile With effect from the Effective Date, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users operating at the Customer Sites to use the Services and the Documentation during the Subscription Term solely for the Customer's operations within the Territory concerning the Project.operations 2.2 In relation to the Authorised Users, the The Customer undertakes that it shall maintain a written, up to date list of current Authorised Users and shall remain responsible for all use of the Services by its Authorised Users. 2.3 The Customer shall not not, and shall ensure that the Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its their use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and eviFile the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's 's, or any laboratory’s, access to any material that breaches the provisions of this clause. 2.4 The Customer shall not, and shall ensure that the Authorised Users shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third partiesparties (provided that the Customer and its Authorised Users may use the Services and/or Documentation in the course of providing pathology and/or laboratory management services to the customers of the Customer or of the Customer’s Group members who are serviced by the Customer Sites); or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2. 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify eviFilethe Supplier. 2.6 The rights provided under this clause 2 are granted to the Customer only only, and shall not be considered granted to any subsidiary or holding company or organisation of the Customer.

Licence Grant. 2.1 eviFile The Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's operations within (or the Territory concerning the Projectrelevant GP Practice’s, as appropriate) operations. 2.2 In relation to the Authorised Users, the The Customer undertakes that it shall maintain a written, up to date list of current Authorised Users and shall remain is responsible for any and all use of the Services by its the Authorised Users. 2.3 The Customer shall not, and shall ensure that the GP Practices shall not during the course of their use of the Services: (a) access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;; or (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) act in a manner that is otherwise illegal or causes damage or injury to any person or property; and eviFile the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's 's, or any individual GP Practice’s, access to any material that breaches the provisions of this clause. 2.4 The Customer shall not, and shall ensure that the GP Practices shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or; (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or; (c) use the Services and/or Documentation to provide services to third parties; or; (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the GP Practices and Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2. 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify eviFilethe Supplier. 2.6 The rights provided under this clause 2 are granted to the Customer only only, and shall not be considered granted to any subsidiary or holding company or organisation of the Customer.