User Subscriptions 5.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 6.3 and clause 4.1, the restrictions set out in this clause 5 and the other terms and conditions of the Agreement, Artifax hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorized Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
5.2 In relation to the Authorized Users, the Customer undertakes that:
(a) the maximum number of Authorized Users that it authorizes to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time, and
(b) in relation to named User Subscriptions, it will not allow or suffer any named User Subscription to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services and/or Documentation, and
(c) in relation to concurrent or unlimited User Subscriptions, it will require each individual Authorized User to maintain the confidentiality of login and password details and not share or permit any third-party to use them without the Customer’s prior consent, and
(d) each Authorized User shall keep a secure password for his use of the Services and Documentation and that each Authorized User shall keep his password confidential, and
(e) it shall maintain a written, up to date list of current Authorized Users and provide such list to Artifax within 5 Business Days of Artifax's written request at any time or times, and
(f) it shall permit Artifax to audit the Services in order to establish the identity of each Authorized User. Such audit may be conducted no more than once per quarter, at Artifax's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business, and
(g) if any of the audits referred to in clause 5.2(f) reveal that any password has been provided to any individual who is not an Authorized User, then without prejudice to Xxxxxxx's other rights, the Customer shall promptly disable such passwords and Artifax shall not issue any new passwords to any such individual, and
(h) if any of the audits referred to in clause 5.2(f) reveal that the Customer has underpaid Fees to Artifax, then without prejudice to Artifax's other rights, the Customer shall pay to Artifax an amount equal to such underpayment as calculated in accordance with the prices set out in the Quote within 14 Business Days of the date of the relevant audit.
5.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, or that facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or is otherwise illegal or causes damage or injury to any person or property, and Artifax 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 5.
5.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties, and except to the extent expressly permitted under the 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 attempt to de-compile, 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) subject to clause 18.9, 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 Authorized 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 5.
5.5 The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify Artifax.
5.6 The rights provided under this clause 5 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
