Common use of RESTRICTIONS AND RESPONSIBILITIES Clause in Contracts

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; use the Licensed Materials or any other GitLab software for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); except as expressly permitted herein; use the Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of GitLab, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing in this Agreement shall prohibit Customer from using the Licensed Materials for benchmark testing or comparative analysis. 2.2 Customer will cooperate with GitLab in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GitLab may reasonably request. Customer will also cooperate with GitLab in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab under this Agreement (collectively, the “Customer Records”). GitLab may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 5.2. GitLab shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

Appears in 2 contracts

Samples: Gitlab Subscription Agreement, Gitlab Subscription Agreement

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RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Licensed Materials Services for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed unauthorized person or entity to access the Licensed MaterialsServices; use the Licensed Materials Services or any other GitLab PostEra software or functionality for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal internal, research use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); except as expressly permitted herein; use the Licensed Materials Services in connection with any high risk or strict liability activity (including, without limitation, air travel, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials Services or underlying software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Materials Services in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User user authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of GitLabPostEra, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing in this Agreement shall prohibit Customer from using the Licensed Materials for benchmark testing or comparative analysis. 2.2 Customer will cooperate with GitLab in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GitLab may reasonably request. Customer will also cooperate with GitLab in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab under this Agreement (collectively, the “Customer Records”). GitLab may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 5.2. GitLab shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.or

Appears in 2 contracts

Samples: Platform Services Agreement, Platform Services Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; use the Licensed Materials or any other GitLab Langfuse software for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); except as expressly permitted herein; use the Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of GitLabLangfuse, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing in this Agreement shall prohibit Customer from using the Licensed Materials for benchmark testing or comparative analysis. 2.2 Customer will cooperate with GitLab Langfuse in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GitLab Langfuse may reasonably request. Customer will also cooperate with GitLab Langfuse in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab Langfuse under this Agreement (collectively, the “Customer Records”). GitLab Langfuse may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab Langfuse plus late fees pursuant to Section 5.2. GitLab Langfuse shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab Langfuse for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent. 2.4 Customer will not air gap their Langfuse Self-hosted instance without prior permission from Langfuse.

Appears in 1 contract

Samples: Langfuse Self Hosted License Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; use the Licensed Materials or any other GitLab Fleet software for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); except as expressly permitted herein; use the Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any Host or User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of GitLabFleet, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing in this Agreement shall prohibit Customer from using the Licensed Materials for benchmark testing or comparative analysis. 2.2 Customer will cooperate with GitLab Fleet in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GitLab Fleet may reasonably request. Customer will also cooperate with GitLab Fleet in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab Fleet under this Agreement (collectively, the “Customer Records”). GitLab Fleet may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab Fleet plus late fees pursuant to Section 5.2. GitLab Fleet shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab Fleet for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwordspasswords and credentials for Hosts like e) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

Appears in 1 contract

Samples: Fleet Subscription Terms

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; use the Licensed Materials or any other GitLab software for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); except as expressly permitted herein; use the Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of GitLab, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing in this Agreement shall prohibit Customer from using the Licensed Materials for benchmark testing or comparative analysis. 2.2 Customer will cooperate with GitLab in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GitLab may reasonably request. Customer will also cooperate with GitLab in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab under this Agreement (collectively, the “Customer Records”). GitLab may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 5.2. GitLab shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

Appears in 1 contract

Samples: Gitlab Subscription Terms

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except Access to all the features and/or functionalities of the Services may require Customer’s Authorized Users to download and/or install certain Promise mobile application software (collectively, the “Mobile App”). Subject to Customer’s compliance with all of the terms and conditions of this Agreement, Promise hereby grants Customer a limited, personal, non-sublicensable, non- transferable, nonexclusive license to internally use the Mobile App, only in accordance with any accompanying documentation, and only as expressly authorized required to access the Services in Section 1.1, accordance with this Agreement. 2.2 Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software (including without limitation, the Mobile App), documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services or software; except as expressly permitted herein, use the Licensed Materials for any purpose other than as specifically authorized in Section 1, Services or in such a manner that would enable any unlicensed person to access the Licensed Materials; use the Licensed Materials or any other GitLab software for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); except as expressly permitted hereinpurposes; use the Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials Services or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); except as expressly permitted by the functionalities of the Services, run or use any processes that run or are activated while Customer is not logged on to the Services or that “crawl,” “scrape,” or “spider” the Services; or use the Licensed Materials Services or software in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User user authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of GitLabPromise, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, malware, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing in this Agreement shall prohibit Customer from using the Licensed Materials for benchmark testing or comparative analysis. 2.2 2.3 Customer will reasonably cooperate with GitLab Promise in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GitLab Promise may reasonably requestrequest to assist in its provision of the Services. Customer will also cooperate with GitLab Promise in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Services. 2.4 Customer shall maintain during the term hereby agrees to defend, indemnify and hold Promise harmless from and against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees), in each case, that are paid or payable to un-Affiliated third parties in connection with any un- Affiliated third party claim or action (i) that alleges any infringement, violation or misappropriation of this Agreement and any intellectual property and/or proprietary right(s) by any Content (as defined below), including, without limitation, in connection with distribution and/or analysis thereof through the end Services, or (ii) that alleges any violation of applicable law(s) and/or regulations by Customer or its Authorized Users in performance of its obligations and/or exercise of its rights pursuant to this Agreement; provided Customer is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and sole control over defense and settlement thereof. “Affiliate” means any entity controlling, controlled by, or under common control with a party hereto, where “control” means the ownership of more than 50% of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab under this Agreement (collectively, the “Customer Records”). GitLab may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 5.2. GitLab shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, voting securities in which case Customer shall promptly pay GitLab for the reasonable costs of the auditsuch entity. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

Appears in 1 contract

Samples: Saas Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use reverse engineer, decompile, disassemble or otherwise attempt to discover the Licensed Materials for source code, object code or underlying structure, ideas or algorithms of any purpose other than as specifically authorized in Section 1portion of the Service, documentation or data related to the Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or in such a manner that would enable any unlicensed person to access create derivative works based on the Licensed MaterialsService; use the Licensed Materials or any other GitLab software Services for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use unless Customer is a Managed Service Provider (including without limitation“MSP”) and has reviewed and agreed to be bound by the additional terms and conditions set forth in the Managed Service Provider Addendum (“MSP Addendum”) attached hereto as Exhibit 2 – Managed Service Provider Addendum, sublicensing, distributing, selling, reselling any which is hereby incorporated herein by reference (if you do not unconditionally agree to all terms of the foregoingMSP Terms, click the “CANCEL” or browser back button and the account registration or setup process will not continue); except as expressly permitted herein; use the Licensed Materials Services in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like)activity; use the Licensed Materials or software Service other than in accordance with this Agreement and in compliance with all applicable laws and regulations (regulations, including but not limited to any privacy laws, marketing and data security laws and government guidelines, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); run or use any processes that run or are activated while Customer is not logged on to the Services or that “crawl,” “scrape,” or “spider” the Service; or use the Licensed Materials Service in any manner that (1i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or libelous otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User user authentication or security process), (2ii) impersonates any person or entity, including without limitation any employee or representative of GitLabCradlepoint, or (3iii) contains a virus, trojan Trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing Notwithstanding anything to the contrary, Cradlepoint reserves the right to suspend or limit Customer’s access to the Service if Cradlepoint determines, in this Agreement shall prohibit its sole discretion, that Customer’s use of the Service does or is likely to: (a) damage the Service or interfere with Cradlepoint’s ability to reliably provide the Service to other users; or (b) place an unreasonable or unexpected load on the Service (c) there is a threat or attack on the cloud servers hosting the Services (including a denial of service attack) or other event that may create a risk to the Services, to Customer from or to any other user of the Services; (d) Customer’s use of the Services disrupts or poses a security risk to the Services or any other user of the Services, may harm Cradlepoint’s systems or any other user of the Services, or may subject Cradlepoint or any third party to liability; (e) Customer is misusing the Services or using the Licensed Materials Services for benchmark testing fraudulent or comparative analysis. 2.2 illegal activities; (f) subject to applicable law, Customer will cooperate with GitLab has ceased to continue Customer’s business in connection with the performance ordinary course, made an assignment for the benefit of this Agreement by making available such personnel and information as may be reasonably requiredcreditors or similar disposition of Customer’s assets, and taking such other actions as GitLab may reasonably request. or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (g) Customer will also cooperate with GitLab is using the Services in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions breach of the Licensed Materials. Agreement; (h) Customer shall maintain during the term is in default of this Agreement and through the end Customer’s payment obligations hereunder; or (g) there is an unusual spike or increase in Customer’s use of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab under this Agreement Services (collectively, the “Customer Records”"Service Suspensions"). GitLab mayCustomer understands that many of the reasons for suspension listed above are imposed on us by third party licensors, at its sole expenseare subject to change without notice, upon 30 days’ prior and may result in Customer’s access to the Services being suspended as a result of the actions of other users. Cradlepoint will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer and during (including notices posted on the website or sent to Customer’s normal business hours registered e‐mail address) and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 5.2. GitLab shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security provide updates regarding resumption of Customer’s accountaccess to the Services following any Service Suspension. Cradlepoint will have no liability for any damage, passwords liabilities, losses (including but not limited any loss of data or profits) or any other consequences that Customer may incur as a result of any Service Suspension or limitations related to administrative and User passwords) and files, and for all uses of Customer account with carrier coverage or without Customer’s knowledge or consentsupport.

Appears in 1 contract

Samples: Master Agreement

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RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; use the Licensed Materials or any other GitLab software for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); except as expressly permitted herein; use the usethe Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Materials in any manner that that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User user authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of GitLab, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing in this Agreement shall prohibit Customer from using the Licensed Materials for benchmark testing or comparative analysis. 2.2 Customer will cooperate with GitLab in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GitLab may reasonably request. Customer will also cooperate with GitLab in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab under this Agreement (collectively, the “Customer Records”). GitLab may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 5.2. GitLab shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.or

Appears in 1 contract

Samples: License Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use reverse engineer, decompile, disassemble or otherwise attempt to discover the Licensed Materials for source code, object code or underlying structure, ideas or algorithms of any purpose other than as specifically authorized in Section 1portion of the Service, documentation or data related to the Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or in such a manner that would enable any unlicensed person to access create derivative works based on the Licensed MaterialsService; use the Licensed Materials or any other GitLab software Services for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use unless Customer is a Managed Service Provider (including without limitation, sublicensing, distributing, selling, reselling any “MSP”) and has reviewed and agreed to be bound by the additional terms and conditions set forth in the Managed Service Provider Addendum (“MSP Addendum”) available at /mspaddendum which is hereby incorporated herein by reference (if you do not unconditionally agree to all terms of the foregoingMSP Terms, click the “CANCEL” or browser back button and the account registration or setup process will not continue); except as expressly permitted herein; use the Licensed Materials Services in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like)activity; use the Licensed Materials or software Service other than in accordance with this Agreement and in compliance with all applicable laws and regulations (regulations, including but not limited to any privacy laws, marketing and data security laws and government guidelines, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); run or use any processes that run or are activated while Customer is not logged on to the Services or that “crawl,” “scrape,” or “spider” the Service; or use the Licensed Materials Service in any manner that (1i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or libelous otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User user authentication or security process), (2ii) impersonates any person or entity, including without limitation any employee or representative of GitLabCradlepoint, or (3iii) contains a virus, trojan Trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing Notwithstanding anything to the contrary, Cradlepoint reserves the right to suspend or limit Customer’s access to the Service if Cradlepoint determines, in this Agreement shall prohibit its sole discretion, that Customer’s use of the Service does or is likely to: (a) damage the Service or interfere with Cradlepoint’s ability to reliably provide the Service to other users; or (b) place an unreasonable or unexpected load on the Service (c) there is a threat or attack on the cloud servers hosting the Services (including a denial of service attack) or other event that may create a risk to the Services, to Customer from or to any other user of the Services; (d) Customer’s use of the Services disrupts or poses a security risk to the Services or any other user of the Services, may harm Cradlepoint’s systems or any other user of the Services, or may subject Cradlepoint or any third party to liability; (e) Customer is misusing the Services or using the Licensed Materials Services for benchmark testing fraudulent or comparative analysis. 2.2 illegal activities; (f) subject to applicable law, Customer will cooperate with GitLab has ceased to continue Customer’s business in connection with the performance ordinary course, made an assignment for the benefit of this Agreement creditors or similar disposition of Customer’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (g) Customer is using the Services in breach of the Agreement; (h) Customer is in default of Customer’s payment obligations hereunder; or (g) there is an unusual spike or increase in Customer’s use of the Services (collectively, “Service Suspensions”). Customer understands that many of the reasons for suspension listed above are imposed on us by making available such personnel and information as may be reasonably requiredthird party licensors, are subject to change without notice, and taking such other actions as GitLab may reasonably request. Customer will also cooperate with GitLab result in establishing a password or other procedures for verifying that only designated employees of Customer have Customer’s access to any administrative functions the Services being suspended as a result of the Licensed Materialsactions of other users. Cradlepoint will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer shall maintain during (including notices posted on the term website or sent to Customer’s registered e-mail address) and to provide updates regarding resumption of this Agreement and through Customer’s access to the end Services following any Service Suspension. Cradlepoint will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any Service Suspension or limitations related to carrier coverage or support. For the third year after the date on which the final payment is made under purposes of this Agreement, books, records, contracts and accounts relating “MSP” shall mean an entity that provides access to the payments due GitLab under this Agreement (collectively, Service in conjunction with the “Customer Records”). GitLab may, at its sole expense, upon 30 days’ prior written notice provision of Integrated Services as defined in the MSP Addendum or uses the Service to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent manage the devices of third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 5.2. GitLab shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab for the reasonable costs of the auditparties. 2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

Appears in 1 contract

Samples: Terms of Service and License Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use reverse engineer, decompile, disassemble or otherwise attempt to discover the Licensed Materials for source code, object code or underlying structure, ideas or algorithms of any purpose other than as specifically authorized in Section 1portion of the Service, documentation or data related to the Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or in such a manner that would enable any unlicensed person to access create derivative works based on the Licensed MaterialsService; use the Licensed Materials or any other GitLab software Services for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use unless Customer is a Managed Service Provider (including without limitation, sublicensing, distributing, selling, reselling any "MSP") and has reviewed and agreed to be bound by the additional terms and conditions set forth in the Managed Service Provider Addendum ("MSP Addendum") available at xxxxx://xxxxxxxxxx.xxx/portalaup which is hereby incorporated herein by reference (if you do not unconditionally agree to all terms of the foregoingMSP Terms, click the "CANCEL" or browser back button and the account registration or setup process will not continue); except as expressly permitted herein; use the Licensed Materials Services in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like)activity; use the Licensed Materials or software Service other than in accordance with this Agreement and in compliance with all applicable laws and regulations (regulations, including but not limited to any privacy laws, marketing and data security laws and government guidelines, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); run or use any processes that run or are activated while Customer is not logged on to the Services or that "crawl," "scrape," or "spider" the Service; or use the Licensed Materials Service in any manner that (1i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or libelous otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User user authentication or security process), (2ii) impersonates any person or entity, including without limitation any employee or representative of GitLabIPTL, or (3iii) contains a virus, trojan Trojan horse, worm, time bomb, unsolicited bulk, commercial, or "spam" message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing Notwithstanding anything to the contrary, IPTL reserves the right to suspend or limit Customer's access to the Service if IPTL determines, in this Agreement shall prohibit its sole discretion, that Customer's use of the Service does or is likely to: (a) damage the Service or interfere with IPTL's ability to reliably provide the Service to other users; or (b) place an unreasonable or unexpected load on the Service (c) there is a threat or attack on the cloud servers hosting the Services (including a denial of service attack) or other event that may create a risk to the Services, to Customer from or to any other user of the Services; (d) Customer's use of the Services disrupts or poses a security risk to the Services or any other user of the Services, may harm IPTL's systems or any other user of the Services, or may subject IPTL or any third party to liability; (e) Customer is misusing the Services or using the Licensed Materials Services for benchmark testing fraudulent or comparative analysis. 2.2 illegal activities; (f) subject to applicable law, Customer will cooperate with GitLab has ceased to continue Customer's business in connection with the performance ordinary course, made an assignment for the benefit of this Agreement by making available such personnel and information as may be reasonably requiredcreditors or similar disposition of Customer's assets, and taking such other actions as GitLab may reasonably request. or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (g) Customer will also cooperate with GitLab is using the Services in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions breach of the Licensed Materials. Agreement; (h) Customer shall maintain during the term is in default of this Agreement and through the end Customer's payment obligations hereunder; or (g) there is an unusual spike or increase in Customer's use of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab under this Agreement Services (collectively, the “Customer Records”"Service Suspensions"). GitLab mayCustomer understands that many of the reasons for suspension listed above are imposed on us by third party licensors, at its sole expenseare subject to change without notice, upon 30 days’ prior and may result in Customer's access to the Services being suspended as a result of the actions of other users. IPTL will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices posted on the website or sent to Customer's registered e-mail address) and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab plus late fees pursuant to Section 5.2. GitLab shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab for the reasonable costs of the audit. 2.3 Customer will be responsible for maintaining the security provide updates regarding resumption of Customer’s account's access to the Services following any Service Suspension. IPTL will have no liability for any damage, passwords liabilities, losses (including but not limited any loss of data or profits) or any other consequences that Customer may incur as a result of any Service Suspension or limitations related to administrative and User passwords) and files, and for all uses of Customer account with carrier coverage or without Customer’s knowledge or consentsupport.

Appears in 1 contract

Samples: Terms of Service and License Agreement

RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, 5.1 Customer will not, and will not permit any third party to: to (not otherwise defined as a User): (a) use the Licensed Materials Platform for any purpose other than as specifically authorized in Section 1, or this Agreement; (b) use the Platform in such a manner that would enable any unlicensed person third party to access the Licensed Materials; use the Licensed Materials or any other GitLab software for timesharing or service bureau purposes or Platform; (c) for any purpose other than its and its Affiliates’ own internal use use; (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); except as expressly permitted herein; d) use the Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials or software Platform other than in accordance with this Agreement and in compliance with all applicable laws and regulations regulations; (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or e) use the Licensed Materials Platform in any manner that that: (1i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process), ; (2ii) impersonates any person or entity, including without limitation any employee or representative of GitLabSalus; (iii) includes content which is illegal or violates the Salus Community Code of Conduct, or or (3iv) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). ; and (f) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Platform or access it to: (i) build a competitive product or service (ii) build a product or service using similar ideas, features, functions or graphics of the Platform (iii) copy any ideas, features, functions or graphics of the Platform, or (iv) determine whether the Platform is within the scope of any patent. 5.2 Nothing in this Agreement shall prohibit Customer from using the Licensed Materials Platform for benchmark testing or comparative analysis. That notwithstanding, Customer may not use the Platform for benchmarking that does not comply with 3rd party vendor agreements, applicable data privacy and security laws and shall have appropriate technological, administrative, and physical controls in place to ensure such compliance. 2.2 5.3 In addition to the obligations set forth in Section 5.4, and subject to the rights set forth in Section 5.7, Customer will cooperate shall ensure the collection of data as required in order to use the Platform (“Subscription Data”) shall remain unchanged. 5.4 In accordance with GitLab in connection this Agreement, Salus has the right to verify electronically (or otherwise), and generate reports related to Customer’s installation of, access to, and use of the Platform to ensure compliance with the performance terms of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GitLab may reasonably request. Customer will also cooperate with GitLab in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed MaterialsAgreement. Customer shall maintain Customer Records during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due GitLab under this Agreement for two (collectively, the “Customer Records”)2) years thereafter. GitLab Salus may, at its sole expense, upon 30 thirty (30) days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third third-party auditor to audit the Customer Records only to verify the amounts payable under this AgreementAgreement with respect to Customer usage of the Platform. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to GitLab Salus plus late fees pursuant to Section 5.26. GitLab Salus shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay GitLab Salus for the reasonable costs of the audit. 2.3 5.5 Customer will be responsible for for: (a) maintaining the security of Customer’s account, passwords (including including, but not limited to to, administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent; and (b) any acts or omissions carried out by Contractors on Customer’s behalf. Customer shall ensure that Contractors are subject to terms no less stringent than those stated herein. 5.6 Subject to this Agreement and the applicable Order Form, Salus will provide Customer Support to Customer for the Subscriptions, during the Subscription Term, at no additional cost. Details regarding Customer Support can be found in Appendix 1, as updated from time to time. 5.7 Customer acknowledges and agrees that: (a) Account names are administered by Salus on a “first come, first serve” basis; (b) Intentional name squatting, or purchasing, soliciting, or selling of an account name is prohibited; and (c) Salus reserves the right to remove, rename, or close inactive accounts at its discretion.

Appears in 1 contract

Samples: Subscription Agreement

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