Client Obligations Client shall ensure that each Authorized User shall keep a secure password for its use of the Services, that such password shall be changed frequently and that each Authorized User password shall be kept confidential. Client shall:
7.2.1 timely provide all necessary cooperation and information as may be reasonably required by Productsup in order to provide the Services;
7.2.2 and shall procure that its Authorized Users shall: (i) use the Services in accordance with the terms and conditions of the Agreement; (ii) comply with all applicable laws and regulations with respect to its activities under the Agreement; (iii) only use the Services for lawful purposes; and (iv) conduct Client’s business with the highest of ethical standards and fairness. Client shall be liable for any breach of the Agreement by its Authorized Users;
7.2.3 be solely responsible for procuring and maintaining network connections and telecommunications links;
7.2.4 use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Productsup;
7.2.5 be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Client Data in the use of the Services. Productsup shall not be liable for any errors or inaccuracies in (i) any information provided by Client; (ii) any Client Data, or (iii) any changes or modifications to any Client Data by Productsup upon Client’s written instructions, beyond its responsibility to accurately reproduce such Client Data on Client’s instruction;
7.2.6 be solely responsible for the creation and maintenance of the technical environment IT infrastructure regarding access to the Services, including, without limitation to the used hardware and operating systems and providing the latest browsing software; for the avoidance of doubt, it is made clear that using a supported browser is the only technical requirement that is needed to access the Productsup Platform; a list of supported browsers for the use of the Productsup Platform can be found under xxxxx://xxxxxxxx.xxxxxxxxxx.xxx/help/5041; and
7.2.7 be responsible for obtaining all necessary licenses and consents required to use Client Data, if any, and including without limitation those from the owners or licensees of any third-party information) and Client warrants and represents that such licenses and consents have been obtained. Client shall not and shall procure that its Authorized Users shall not during the course of its use of the Services, upload, input, access, store, distribute or transmit any Viruses, nor any material, including without limitation Client Data, which is (i) unlawful (including breach of Intellectual Property Rights of any other party), harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory on the grounds of race, gender, colour, religious belief, sexual orientation, disability or any other illegal activity; or (vi) causes damage or injury to any person or property. Productsup reserves the right, without liability or prejudice to its other rights to Client, to (i) disable Client’s access to any material that breaches the provisions of this section; to (ii) disable the Services with regard to any such content where, in Productsup’s sole and reasonable discretion, Productsup suspects such content to be in violation of this section and, after giving Client a reasonable advance notice, to remove such content; and/or (iii) terminate this Master Services Agreement and any outstanding Order Forms for material breach in accordance with section 12. Client agrees to defend, indemnify and hold harmless Productsup and its Affiliates from and against any and all claims, losses, damages, expenses and costs, including without limitation reasonable court costs and legal fees, arising out of or in connection with Client Data (each a “Claim”). Productsup shall, in this case (a) notify Client in due time of any Claim; (b) grant Client, at Client’s cost, full authority and control of the settlement and defense of the Claim (to the extent possible under applicable law and possible without impairing the effective defense of the Claim; to the extent no full authority and control can be granted, Productsup agrees to involve Client by fully informing Client of any communication from opposing party, their counsel, and any court, arbitrator, mediator or other similar entity, and by submitting to Client for prior approval any statement, brief, submission or filing, written or otherwise, to any of the aforementioned); and (c) reasonably cooperate with Client in the defense of such Claim, including providing adequate assistance and information.
