Common use of Restrictions on Use; Terms of Use Clause in Contracts

Restrictions on Use; Terms of Use. Client shall not (nor shall Client allow any third party to): (1) resell, assign, or otherwise transfer any of its rights under the Agreement, except for such limited rights of assignment of the Agreement by Client as expressly permitted in Section 12.5 below; (2) copy, translate, port, modify, make derivative works of, incorporate into or with other software, disassemble, decompile, or otherwise reverse engineer, or otherwise attempt to learn, derive or discover the source code, source files, structure, underlying user interface techniques, underlying ideas or underlying algorithms of, the Xxxx Services by any means; (3) use a single account for multiple business entities (including without limitation Client’s Affiliates), unless specifically authorized by Xxxx in writing; (4) provide third parties with access to its Xxxx Services account; (5) attempt to circumvent any license, timing or use restrictions that are built into the Xxxx Services; and/or (6) use the Xxxx Services in violation of Xxxx’x AUP as further described below. Client shall immediately notify Xxxx of any violation of the foregoing, whether by Authorized Users or any other party, of which Client becomes aware. Client’s use of the Subscription Services provided hereunder shall strictly comply with Xxxx’x AUP at all times. Client shall have those notices, disclaimers, consents and waivers on Client’s website(s) sufficient to permit the transfer of information concerning a customer or Recipient to Xxxx in compliance with all applicable data privacy or other laws or regulations in order to permit Xxxx to perform its obligations under the SOW. Client must not process sensitive Personal Data or financial information with Xxxx Services provided by the Subscription Services. Client agrees to use its best efforts to always provide true, accurate, current and complete information to Xxxx and to maintain and update this information to keep it true, accurate, current and complete. If any information provided by Client is untrue, inaccurate, not current or incomplete, or if Client violates this section, the AUP or any applicable laws, Xxxx may immediately suspend Client’s use of the Xxxx Services, without notice or opportunity to cure. Xxxx shall not issue any credits for any loss of Subscription Services resulting from such suspensions, and Client shall not be entitled to any such credits.