Common use of Restrictions on Use Clause in Contracts

Restrictions on Use. Customer shall not, and shall not permit others to: (i) use or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage.

Restrictions on Use. Customer agrees, represents, and warrants to Provider, both during and after the term of this Agreement, the following provisions: (a) Unless expressly authorized in the Permitted Applications, the Service is for the sole use within Customer’s own organization and by Customer’s own employees or agents. The Service may not be shared with affiliates or any third party, including joint marketing arrangements. (b) Unless expressly authorized in the Permitted Applications, Customer shall not, and shall not permit others to: (i) use disclose, use, disseminate, reproduce or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make publish any portion of the Subscription Services available for access by Service in any manner, (ii) permit any parent, subsidiaries, affiliated entities or other third parties except as otherwise expressly provided herein; to use the Service or any portion thereof (iii) use process any portion of the Subscription Service in a way that: (a) violates or infringes upon permit any portion of the rights of a third party; Service to be processed with other data or (b) stores or transmits libeloussoftware from any other source, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copyallow access to the Service through any terminals located outside of Customer’s operations, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere use the Service to create derivative products. (c) Customer shall (i) abide by all prevailing federal, state, and local laws and regulations of any kind governing fair information practices and consumers’ rights to privacy, including without limitation any applicable non-solicitation laws and regulations; and (ii) limit access to consumer information to those individuals who have a “need to know” in connection with Customer’s business and will obligate those individuals to acknowledge consumers’ rights to privacy and adhere to fair information practices and consumer’s right to privacy. (d) Customer shall not use the Service in any way that (i) infringes on any third party's copyright, patent, trademark, trade secret or disrupt the securityother proprietary rights or rights of publicity or privacy, integrity(ii) violates any law, operationstatute, ordinance or regulation, or performance of (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing. (e) Unless expressly authorized in the Subscription Services; (vi) accessPermitted Applications, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service Customer shall not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent proprietary notices in the Service or other intellectual property materials provided by Provider hereunder and shall reproduce all such notices on all copies or proprietary rights notices from any Subscription Servicesportions thereof; and Customer shall not provide or (xi) access or use cause to be provided the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead Service to personal injury or severe physical or property damagea Processor.

Restrictions on Use. Customer shall not, will not (and shall will not permit others attempt to nor allow any third party to or attempt to: ): (i) use adapt, alter, amend, modify, reverse engineer, decompile, disassemble or access decode the Subscription Services in whole or any manner except as expressly permitted by part of the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this AgreementPlatform or translate the whole or any part of the Platform into another language; (ii) license, sub-licensesublicense, sell, re-sellresell, rent, lease, transfer, distribute, time share use the Platform for commercial timesharing, or otherwise make any portion of commercially exploit the Subscription Services available for access by third parties except as otherwise expressly provided hereinPlatform; (iii) use create derivative works based on the Subscription Service Platform; (iv) frame or mirror any content forming part of the Platform, other than on Customer's own intranets and for its own internal business purposes; (v) upload or otherwise transmit through the Platform any material which violates or infringes in any way upon the rights of others, which is unlawful, which encourages conduct that would constitute a way thatcriminal offense, give rise to civil liability or otherwise violates any law, (vi) access the Platform in order to: (a) violates build a competitive product or infringes upon service, or copy any ideas, features, functions or graphics of the rights of a third partyPlatform; or (b) stores compare the performance, features or transmits libelous, tortious, other components of the Platform to other platforms or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantageengage in benchmarking activities; (vii) provide access to remove any title, trademark, copyright and/or restricted rights notices or labels from the Subscription Services to competitors of AccelaPlatform or Documentation; (viii) access use the Platform in (1) violation of any applicable law or use components regulation, or in connection with unlawful material (such as material that violates any obscenity, defamation, harassment, privacy, publicity or intellectual property laws); or (2) a manner that would cause a material risk to the security or operations of Ansys or any of its customers, or to the Subscription Service not licensed by Customer; continued normal operation of other Ansys customers, and (ix) use the Platform to support real-time systems, including safety systems, or allow to operate nuclear facilities, life support or other mission critical applications where human life or property may be at stake. All of the restrictions in this Section 3 are for the benefit of Ansys, its subsidiaries, Affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. Nothing contained herein will be deemed to convey to Customer any title, ownership, copyright or any other intellectual property rights in or related to the Platform, and Ansys reserves all rights in and to the Platform which are not expressly granted in writing by Ansys to Customer. Customer shall use the Platform for lawful purposes only. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform, and notify Ansys promptly of any such unauthorized access or use. Customer shall be responsible for obtaining and maintaining all Separately Licensed Technology, telephone, computer hardware and other equipment needed for access to and use of the Subscription Services by anyone located inPlatform and all charges related thereto. Customer, under and not Ansys, shall bear the control of, or that is a national or resident risk of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices loss arising from any Subscription Services; unauthorized or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure fraudulent usage of the Subscription Services could lead Platform provided hereunder to personal injury or severe physical or property damageCustomer. Prior to providing access to the Platform to any Named Users, Customer shall provide notice to each Named User that Usage Information will be accessible by both Customer and Ansys.

Restrictions on Use. The Customer shall notagrees to comply with all laws, rules and shall regulations applicable to its use of the Software Platform. The Customer agrees that it will not permit others to: itself or through any parent, subsidiary, affiliate, agent, (sub)contractor or other third party: (i) use or access copy the Subscription Services Software Platform otherwise than for the use permitted in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; ; (ii) provide, make available to, license, sub-license, sell, re-sell, rent, lease, transfer, distributedistribute or permit individuals other than the Company Account Users or Expert Users to use the Software Platform, time share either in whole or otherwise make any portion of the Subscription Services available for access by third parties part, except as otherwise expressly provided herein; set forth in the Agreement.; (iii) modify or create derivative works of the Software Platform, except as expressly provided in this Agreement; (iv) decompile, disassemble, reverse engineer or attempt to derive, reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software Platform by any means whatsoever, or disclose any of the foregoing except to the extent expressly permitted by applicable law; (v) encumber any lien or security interest on the Software Platform; (vi) use the Subscription Service Software Platform in a an environment not expressly permitted under the Agreement or use the Software Platform in any way that: that (ai) is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity or (ii) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; (vii) exceed the allowed number of Company Accounts paid for, unless payment of an extra fee; (viii) circumvent any technical or other protective measures (including any user limits or view restrictions) embedded in the Software Platform; and (ix) perform any act or (b) stores or transmits libelousfail to perform any act the omission of which, tortiousinfringes, misappropriates, or otherwise unlawful material violates any Intellectual Property Rights of Carbon+Alt+Delete or malicious code or viruses; (iv) create derivative worksviolates any applicable law. Upon first request by Carbon+Alt+Delete, reverse engineerthe Customer will provide Carbon+Alt+Delete with such information, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to certifications and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to its systems as may reasonably be requested by Carbon+Alt+Delete to verify compliance with the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow restrictions on the use of the Subscription Services by anyone located in, under Software Platform. No express or implied license or right of any kind is granted to the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, Customer regarding the Software Platform or any copyrightpart thereof, trademarkincluding but not limited to any right to obtain possession of any source code, patent data or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use technical material relating to the Subscription Services inSoftware Platform, or unless otherwise provided in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damageAgreement.

Restrictions on Use. Customer You shall use the Licensed Software strictly in accordance with the terms of the Related Agreements and shall not: (a) decompile, and shall reverse engineer, disassemble, attempt to derive the source code of, maliciously penetrate any system or network which runs or stores, or decrypt the Licensed Software; (b) make any modification, automation, conversion, adaptation, improvement, enhancement, translation or derivative work to or from the Licensed Software; (c) remove, circumvent or create, or use any workaround to any copy protection or security feature relating to the Licensed Software; (d) violate any applicable laws, rules or regulations in connection with Your access or use of the Licensed Software; (e) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of Ours or Our affiliates, partners, suppliers or licensors; (f) use the Licensed Software for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (g) install, use or permit others to: the Licensed Software to be used only on the originally designated Equipment for the Licensed Software; (h) make the Licensed Software available over a network or other environment permitting access or use by multiple devices or users at the same time; (i) use the Licensed Software for creating a product, service or access the Subscription Services software that is, directly or indirectly, competitive with or in any manner except as expressly permitted way a substitute for any product, services or software offered by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this AgreementUs; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iiij) use the Subscription Service Licensed Software to send automated queries to any website or to send any unsolicited commercial e-mail; (k) connect the Licensed Software to any online service or other applications, software or services not provided or permitted by Us; (l) use any proprietary information or interfaces of Ours or other intellectual property of Ours in a way that: the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Licensed Software; (am) violates own title, or infringes upon transfer title to the Licensed Software to any third party; (n) distribute, or sublicense or otherwise provide copies or any rights of a in relation to the Licensed Software to any third party; or (bo) stores or transmits libelouspledge, tortioushypothecate, alienate or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt encumber the Licensed Software to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damagethird party.

Restrictions on Use. Customer shall not, Licensee may not install or use (and shall not permit others to: allow any third party to install or use) the API or any portion thereof, for any purpose except as specifically set forth in paragraph (a) above, without Fandango's prior written consent. In addition, Licensee shall not (i) use copy, sublicense, rent, sell, lease, assign or otherwise transfer or distribute the API or any portion thereof to any person or entity for any purpose or otherwise derive revenues, for any part of the API or access the Subscription Services in any manner thereto, whether for direct commercial or monetary gain, except as expressly specifically permitted in the Order Form or otherwise permitted by the Agreement, including but not limited to, Fandango in a manner that circumvents contractual usage restrictions set forth in this Agreementwriting; (ii) licensedecompile, sub-licensedisassemble, sellmodify, re-sellcreate derivative works, rent, lease, transfer, distribute, time share alter or otherwise make reverse engineer or attempt to reconstruct or discover any portion part of the Subscription Services available for access API or any source code or underlying ideas or algorithms thereof, by third parties except as otherwise expressly provided hereinany means whatsoever; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelousremove any product identification, tortiouscopyright, trademark, or otherwise unlawful material other notices, credit line or malicious code date line (or virusesany source identifier) contained in the API; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, remove or otherwise attempt to derive source code export any API or other trade secrets any direct product thereof from the United States in violation of any governmental or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law)regulatory laws or restrictions; (v) interfere use the API in connection with or disrupt the securityto promote any products, integrity, operationservices, or performance materials that are libelous, defamatory, invasive, obscene, invasive of any right of publicity or privacy or other third party right, constitute, promote or are used primarily for the Subscription Services; purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, unsolicited mass distribution of email, pornographic, abusive or otherwise offensive content, gambling or weapons, (vi) accessuse the API in any manner or for any purpose that violates any law, userule or regulation (and, in the event that Licensee is located outside of the United States, or provide access the website Licensee operates is running on a server located outside the United States, Licensee agrees to comply with any laws, rules or use to regulations in Licensee’s locale and/or in the Subscription Services or Documentation for the purposes location of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to AccelaLicensee’s detriment or commercial disadvantageweb server); (vii) provide access to use the Subscription Services to competitors of Accela; (viii) access API in any manner or use components of the Subscription Service not licensed by Customer; (ix) use for any purpose that infringes, misappropriates or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or otherwise violates any copyright, trademark, patent or other intellectual property right of any person; (viii) use the API on any Website that contains any viruses, time bomb, worm or proprietary rights notices from other harmful code designed to delete or impair the function of any Subscription Servicesother software or system; (ix) use the API on any Website that promotes or links to the services of any competitor of Fandango; (x) use the API in a manner that adversely impacts the stability of Fandango’s websites’ servers, (xi) access or use the Subscription Services inAPI on or in connection with any website other than the specific URL(s) or other location(s) as set forth in the Order Form, (xii) use the API in a manner that is confusing or misleading to others, (xiii) use the API to engage in a business activity that conflicts with, or places Licensee in association with, the design, construction, maintenancea conflicting position to that of Fandango or with Fandango’s products or services, or operation of any hazardous environments, systems that may reasonably be deemed to be intended to divert and/or drive audience traffic away from Fandango’s products or applications, any safety response systems or other safety-critical applicationsservices, or any other use develop a service that may reasonably be deemed to be, or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage.Fandango otherwise deems as, competitive with Fandango’s products and services,

Restrictions on Use. Customer shall not, and shall not permit others to: (ia) use or access the Subscription Services in any manner except Except as expressly permitted by the Agreementprovided herein, including but Customer may not limited togive away, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) licenserent, sub-license, lease or otherwise sell, re-sell, rentsublicense, leasedistribute or transfer the license rights granted under this Agreement or otherwise use the Hosting Services or the Software except as expressly permitted by this Agreement and the Software License Agreement without the prior written consent of S&S. (b) The Customer shall not copy, transferframe or mirror any part or content of the Hosting Services, other than copying or framing on Customer’s internal networks or otherwise for Customer’s own internal business purposes. (c) The Customer shall not knowingly transmit, upload, post, distribute, time share store or otherwise make any portion publish, through use of the Subscription Services available for access by third parties except as otherwise expressly provided hereinHosting Services, any data, material or information that: (i) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect any hardware or software, or that intercepts or misappropriates any data or information; (ii) is threatening, defamatory, libelous, harassing, profane, is an invasion of privacy, offensive, obscene or harmful; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative worksviolates any patent, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent trade secret or other intellectual property or proprietary rights notices from right of any Subscription Servicesthird- party; (iv) violates any law, statute, ordinance or regulation; or (xiv) includes unsolicited bulk e-mails, advertisements or solicitations. (d) The Customer shall not interfere with or disrupt services or networks connected to the system used to provide the Hosting Services and shall not attempt to gain unauthorized access to the Hosting Services or such services or networks connected to the system used to provide the Hosting Services. (e) The Customer shall not provide the results of using the Hosting Services for the purposes of monitoring its availability, performance, functionality, benchmarking or competitive analysis to any third party. (f) In addition to its termination rights under Section 11, S&S may restrict or limit Customer’s access to the Hosting Services if S&S reasonably determines that Customer has engaged in (whether knowingly or unknowingly) any prohibited conduct described herein and such conduct, in S&S’s reasonable opinion poses any risk of any kind or nature to S&S or its service providers’ network, business or other Customers. As promptly as practicable after becoming aware of Customer’s engagement in any such prohibited conduct, S&S will use all commercially reasonable efforts to notify Customer of the Subscription restriction or limitation to Customer’s access to the Hosting Services inand will promptly restore Customer’s access after S&S has had reasonable assurance that such conduct has been permanently discontinued. In addition to and without limiting the foregoing, S&S reserves the right to refuse to post or to remove in whole or in association withpart any information or materials provided or submitted by or on behalf of Customer in connection with its use of the Hosting Services that S&S determines, the designin its reasonable discretion, construction, maintenance, are either in violation of this Agreement or operation pose any risk of any hazardous environmentskind or nature to S&S or its service providers’ network, systems or applications, any safety response systems business or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damageCustomers.

Restrictions on Use. Customer shall not, and shall not permit others to: (ia) use or access the Subscription Services in any manner except Except as expressly permitted by the Agreementprovided herein, including but Customer may not limited togive away, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) licenserent, sub-license, lease or otherwise sell, re-sell, rentsublicense, lease, transfer, distribute, time share distribute or transfer the license rights granted under this Agreement or otherwise make any portion of use the Subscription Software Services available for access by third parties except as otherwise expressly provided herein; (iii) use permitted by this Agreement without the Subscription Service in a way that: (a) violates or infringes upon the rights prior written consent of a third party; or CityView. (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, Customer agrees that it will not reverse engineer, decompile, disassemble, copy, translate or otherwise attempt to derive, or permit or help others to derive the source code relating to all or other trade secrets from or about any part of the Subscription Software or Software Services, or attempt to otherwise convert or alter the Software or Software Services (into human readable code, except to and only to the extent such rights applicable law expressly prohibits the foregoing restriction. (c) Customer may duplicate Documentation, at no additional charge, for Customer's internal use so long as all required proprietary markings are proscribed by law); retained on all duplicated copies. (vd) interfere with No third party, other than duly authorized agents or disrupt the securityemployees of Customer authorized pursuant to Section 2 hereunder, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide shall have access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of the Software Services. (e) Customer shall not copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes. (f) Customer shall not access the Services in order to (i) build a competing software, SaaS or competitive product or any other purpose that is to Accela’s detriment or commercial disadvantageservice; (viiii) provide copy any features, functionality or graphics of the Software; or (iii) knowingly allow access to the Subscription Services to competitors any competitor of Accela; CityView. (viiig) access The Customer shall not transmit, upload, post, distribute, store or use components of the Subscription Service not licensed by Customer; (ix) use or allow the otherwise publish, through use of the Subscription Services by anyone located inServices, under the control ofany data, material or Information that: (i) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect any hardware or software, or that is a national intercepts or resident of a U.S. embargoed country misappropriates any data or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws)information; (xii) removeis threatening, deletedefamatory, alter libelous, harassing, profane, is an invasion of privacy, offensive, obscene or obscure harmful; (iii) infringes or otherwise violates any trademarkspatent, Documentation, warranties, or disclaimers, or any copyright, trademark, patent trade secret or other intellectual property or proprietary rights notices from right of any Subscription Servicesthird party; (iv) violates any law, statute, ordinance or regulation; or (xiv) includes unsolicited bulk e-mails, advertisements or solicitations. (h) Customer shall not interfere with or disrupt services or networks connected to the system used to provide the Services and shall not attempt to gain unauthorized access to the Services or such services or networks connected to the system used to provide the Services. (i) Customer shall not provide the results of using the Services for the purposes of monitoring its availability, performance, (j) In addition to its termination rights under Section 16, CityView may restrict or limit Customer’s access to the Services if CityView reasonably determines that Customer has engaged in or is likely to engage in (whether knowingly or unknowingly) any prohibited conduct described herein and such conduct, in CityView’s reasonable opinion poses any risk of any kind or nature to CityView or its service providers’ network, business or other customers. As promptly as practicable after becoming aware of Customer’s engagement in any such prohibited conduct, CityView will use reasonable efforts to notify Customer of the Subscription restriction or limitation to Customer’s access to the Services inand will promptly restore Customer’s access after CityView has had reasonable assurance that such conduct has been permanently discontinued. In addition to and without limiting the foregoing, CityView reserves the right to refuse to post or to remove in whole or in association withpart any information or materials provided or submitted by or on behalf of Customer in connection with its use of the Services that CityView determines, the designin its reasonable discretion, construction, maintenance, are either in violation of this Agreement or operation pose any risk of any hazardous environmentskind or nature to CityView or its service provider’s network, systems or applications, any safety response systems business or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damagecustomers.

Restrictions on Use. Customer shall not, and shall not permit others to: , (i) use or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: ; (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; , (vii) provide access to the Subscription Services to competitors of Accela; , (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that orthat is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage.

Restrictions on Use. Customer agrees, represents, and warrants to Provider, both during and after the term of this Agreement, the following provisions: (a) Unless expressly authorised in the Permitted Applications, the Service is for the sole use within Customer’s own organisation and by Customer’s own employees or agents for the specific website and/or asset which the agreement covers. The Service may not be shared with affiliates or any third party, including joint marketing arrangements. (b) Unless expressly authorised in the Permitted Applications, Customer shall not, and shall not permit others to: (i) use disclose, use, disseminate, reproduce or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make publish any portion of the Subscription Services available for access by Service in any manner, (ii) permit any parent, subsidiaries, affiliated entities or other third parties except as otherwise expressly provided herein; to use the Service or any portion thereof (iii) use process any portion of the Subscription Service in a way that: (a) violates or infringes upon permit any portion of the rights of a third party; Service to be processed with other data or (b) stores or transmits libeloussoftware from any other source, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copyallow access to the Service through any terminals located outside of Customer’s operations, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere use the Service to create derivative products. (c) Customer shall (i) abide by all prevailing federal, state, and local laws and regulations of any kind governing fair information practices and consumers’ rights to privacy, including without limitation any applicable non-solicitation laws and regulations; and (ii) limit access to consumer information to those individuals who have a “need to know” in connection with Customer’s business and will obligate those individuals to acknowledge consumers’ rights to privacy and adhere to fair information practices and consumer’s right to privacy. (d) Customer shall not use the Service in any way that (i) infringes on any third party's copyright, patent, trademark, trade secret or disrupt the securityother proprietary rights or rights of publicity or privacy, integrity(ii) violates any law, operationstatute, ordinance or regulation, or performance of (iii) is defamatory, trade libellous, unlawfully threatening or unlawfully harassing. (e) Unless expressly authorised in the Subscription Services; (vi) accessPermitted Applications, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service Customer shall not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent proprietary notices in the Service or other intellectual property materials provided by Provider hereunder and shall reproduce all such notices on all copies or proprietary rights notices from any Subscription Servicesportions thereof; and Customer shall not provide or (xi) access or use cause to be provided the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead Service to personal injury or severe physical or property damagea Processor.

Restrictions on Use. Customer shall not, and shall not permit others to: (ia) use or access the Subscription Services in any manner except Except as expressly permitted by the Agreementprovided herein, including but Customer may not limited togive away, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) licenserent, sub-license, lease or otherwise sell, re-sell, rentsublicense, lease, transfer, distribute, time share distribute or transfer the license rights granted under this Agreement or otherwise make any portion of use the Subscription Software Services available for access by third parties except as otherwise expressly provided herein; (iii) use permitted by this Agreement without the Subscription Service in a way that: (a) violates or infringes upon the rights prior written consent of a third party; or Xxxxxx. (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, Customer agrees that it will not reverse engineer, decompile, disassemble, copy, translate or otherwise attempt to derive, or permit or help others to derive the source code relating to all or other trade secrets from or about any part of the Subscription Software or Software Services, or attempt to otherwise convert or alter the Software or Software Services (into human readable code, except to and only to the extent such rights applicable law expressly prohibits the foregoing restriction. (c) Customer may duplicate Documentation, at no additional charge, for Customer's internal use so long as all required proprietary markings are proscribed by law); retained on all duplicated copies. (vd) interfere with No third party, other than duly authorized agents or disrupt the securityemployees of Customer authorized pursuant to Section 2 hereunder, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide shall have access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of the Software Services. (e) Customer shall not copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes. (f) Customer shall not access the Services in order to (i) build a competing software, SaaS or competitive product or any other purpose that is to Accela’s detriment or commercial disadvantageservice; (viiii) provide copy any features, functionality or graphics of the Software; or (iii) knowingly allow access to the Subscription Services to competitors any competitor of Accela; Xxxxxx. (viiig) access The Customer shall not transmit, upload, post, distribute, store or use components of the Subscription Service not licensed by Customer; (ix) use or allow the otherwise publish, through use of the Subscription Services by anyone located inServices, under the control ofany data, material or Information that: (i) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect any hardware or software, or that is a national intercepts or resident of a U.S. embargoed country misappropriates any data or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws)information; (xii) removeis threatening, deletedefamatory, alter libelous, harassing, profane, is an invasion of privacy, offensive, obscene or obscure harmful; (iii) infringes or otherwise violates any trademarkspatent, Documentation, warranties, or disclaimers, or any copyright, trademark, patent trade secret or other intellectual property or proprietary rights notices from right of any Subscription third party; (iv) violates any law, statute, ordinance or regulation; (h) Customer shall not knowingly transmit any data to the system used by Xxxxxx to provide the Services that contains software viruses or other harmful or deleterious computer code, files or programs. (i) Customer shall not interfere with or disrupt services or networks connected to the system used to provide the Services and shall not attempt to gain unauthorized access to the Services or such services or networks connected to the system used to provide the Services; or . (xij) access or Customer shall not use the Subscription Services into store or transmit any material that is infringing, libelous, an invasion of privacy, obscene, offensive, harmful, illegal or would otherwise violate or infringe the rights of any third party. (k) Customer shall not provide the results of using the Services for the purposes of monitoring its availability, performance, functionality, benchmarking or competitive analysis to any third party. (l) In addition to its termination rights under Section 16, Xxxxxx my restrict or limit Customer’s access to the Services if Xxxxxx reasonably determines that Customer has engaged in or is likely to engage in (whether knowingly or unknowingly) any prohibited conduct described herein and such conduct, in Xxxxxx’ reasonable opinion poses any risk of any kind or nature to Xxxxxx or its service providers’ network, business or other customers. As promptly as practicable after becoming aware of Customer’s engagement in any such prohibited conduct, Xxxxxx will use reasonable efforts to notify Customer of the restriction or limitation to Customer’s access to the Services and will promptly restore Customer’s access after Xxxxxx has had reasonable assurance that such conduct has been permanently discontinued. In addition to and without limiting the foregoing, Xxxxxx reserves the right to refuse to post or to remove in whole or in association withpart any information or materials provided or submitted by or on behalf of Customer in connection with its use of the Services that Xxxxxx determines, the designin its reasonable discretion, construction, maintenance, are either in violation of this Agreement or operation pose any risk of any hazardous environmentskind or nature to Xxxxxx or its service provider’s network, systems or applications, any safety response systems business or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damagecustomers.

Restrictions on Use. Customer shall not, and shall not permit others to: (ia) use or access the Subscription Services in any manner except Except as expressly permitted by the Agreementprovided herein, including but Customer may not limited togive away, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) licenserent, sub-license, lease or otherwise sell, re-sell, rentsublicense, lease, transfer, distribute, time share distribute or transfer the license rights granted under this Agreement or otherwise make any portion of use the Subscription Software or Services available for access by third parties except as otherwise expressly provided herein; (iii) use permitted by this Agreement without the Subscription Service in a way that: (a) violates or infringes upon the rights prior written consent of a third party; or Xxxxxx. (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, Customer agrees that it will not reverse engineer, decompile, disassemble, copy, translate or otherwise attempt to derive, or permit or help others to derive the source code relating to all or other trade secrets from or about any part of the Subscription Software or Software Services, or attempt to otherwise convert or alter the Software or Software Services (into human readable code, except to and only to the extent such rights applicable law expressly prohibits the foregoing restriction. (c) Customer may duplicate Documentation, at no additional charge, for Customer's internal use so long as all required proprietary markings are proscribed by law); retained on all duplicated copies. (vd) interfere with No third party, other than duly authorized agents or disrupt the securityemployees of Customer authorized pursuant to Section 2 hereunder, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide shall have access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of the Software or Services. (e) Customer shall not copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes. (f) Customer shall not access the Services in order to (i) build a competing software, SaaS or competitive product or any other purpose that is to Accela’s detriment or commercial disadvantageservice; (viiii) provide copy any features, functionality or graphics of the Software; or (iii) knowingly allow access to the Subscription Services to competitors any competitor of Accela; Xxxxxx. (viiig) access The Customer shall not transmit, upload, post, distribute, store or use components of the Subscription Service not licensed by Customer; (ix) use or allow the otherwise publish, through use of the Subscription Services by anyone located inServices, under the control ofany data, material or Information that: (i) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect any hardware or software, or that is a national intercepts or resident of a U.S. embargoed country misappropriates any data or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws)information; (xii) removeis threatening, deletedefamatory, alter libelous, harassing, profane, is an invasion of privacy, offensive, obscene or obscure harmful; (iii) infringes or otherwise violates any trademarkspatent, Documentation, warranties, or disclaimers, or any copyright, trademark, patent trade secret or other intellectual property or proprietary rights notices from right of any Subscription Servicesthird party; (iv) violates any law, statute, ordinance or regulation; or (xiv) includes unsolicited bulk e-mails, advertisements or solicitations. (h) Customer shall not knowingly transmit any data to the system used by Xxxxxx to provide the Services that contains software viruses or other harmful or deleterious computer code, files or programs. (i) Customer shall not interfere with or disrupt services or networks connected to the system used to provide the Services and shall not attempt to gain unauthorized access to the Services or such services or networks connected to the system used to provide the Services. (j) Customer shall not use the Subscription Services into store or transmit any material that is infringing, libelous, an invasion of privacy, obscene, offensive, harmful, illegal or would otherwise violate or infringe the rights of any third party. (k) Customer shall not provide the results of using the Services for the purposes of monitoring its availability, performance, functionality, benchmarking or competitive analysis to any third party. (l) In addition to its termination rights under Section 16, Xxxxxx my restrict or limit Customer’s access to the Services if Xxxxxx reasonably determines that Customer has engaged in or is likely to engage in (whether knowingly or unknowingly) any prohibited conduct described herein and such conduct, in Xxxxxx’ reasonable opinion poses any risk of any kind or nature to Xxxxxx or its service providers’ network, business or other customers. As promptly as practicable after becoming aware of Customer’s engagement in any such prohibited conduct, Xxxxxx will use reasonable efforts to notify Customer of the restriction or limitation to Customer’s access to the Services and will promptly restore Customer’s access after Xxxxxx has had reasonable assurance that such conduct has been permanently discontinued. In addition to and without limiting the foregoing, Xxxxxx reserves the right to refuse to post or to remove in whole or in association withpart any information or materials provided or submitted by or on behalf of Customer in connection with its use of the Services that Xxxxxx determines, the designin its reasonable discretion, construction, maintenance, are either in violation of this Agreement or operation pose any risk of any hazardous environmentskind or nature to Xxxxxx or its service provider’s network, systems or applications, any safety response systems business or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damagecustomers.

Restrictions on Use. Customer a) All Licensed Software and corresponding Support shall be solely for Licensee’s benefit and internal business purposes, and are not intended to be relied upon by any person or entity other than Licensee. b) Licensee is prohibited from and shall not, and shall not permit others to: (i) de-compile, reverse engineer or disassemble the Licensed Software or apply any other process or procedure to derive the source code thereof, or allow any third party to; (ii) sell, re-license, rent, lease, provide service bureau or timeshare access to, the Licensed Software; (iii) use or access the Subscription Services Licensed Software for incorporation in any manner device, article, commodity, product or goods for use by or sale or lease to third parties, or for the provision of services to third parties; (iv) except as expressly permitted by the set forth in this Agreement, modify, publish, transmit, reproduce, create derivative works from, distribute, perform, display or in any way exploit the Licensed Software in whole or in part; or (v) use the Licensed Software or the output thereof in any way that is fraudulent or misleading, or violates applicable law, rule or regulation. In addition, Licensee shall not use or permit third parties to use the Licensed Software in any way that (A) interferes with or disrupts other network users, network services or network equipment, including but not limited spamming; (B) results in the introduction of computer worms or viruses; (C) involves the use of false identities; or (D) attempts to gain unauthorized entry to any servers or databases through which such Licensed Software is provided. c) The Licensed Software embodies valuable copyright, patent, trademark, trade secret and other intellectual property rights owned or licensed by Licensor. Licensor or its licensors retain all right, title and interest in all such proprietary rights and property, and Licensee shall have no interest in any such rights or property, nor will anything contained in this Agreement constitute a license or grant of any rights to Licensee with respect to any copyright, patent, trademark, trade secret or any other intellectual property right other than as specifically provided in Section 1(a) of this Agreement. d) Licensor reserves the right to, at any time, audit Licensee’s use of the Licensed Software to ensure it is being used in accordance with the terms of this Agreement. If such audit is not able to be done remotely, and as a manner that circumvents contractual usage result, such audit is to take place onsite at Licensee’s premises, then Licensor shall provide reasonable advance notice to Licensee prior to such audit and such audit shall be scheduled at a mutually agreed upon time. Licensee agrees to reasonably cooperate with any such audit and provide reasonable assistance and access to relevant books, records and other information necessary to confirm such compliance. Licensor reserves the right to take such action as it deems necessary, including suspension or termination of the license to the Licensed Software if there has been a violation of the restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage.

Restrictions on Use. Customer shall Client will not, and shall not permit others to: (i) use make Service Provider Offerings or access the Subscription Services any Service Provider Confidential Information available to any individual or entity who is not an Authorized User or any person that is located in any manner an out-of-scope Client location, except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in under this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share copy or otherwise make retain any portion of the Subscription Services available for access by third parties Service Provider Offerings or any Service Provider Confidential Information, except as otherwise expressly provided hereinpermitted under this Agreement; (iii) use the Subscription Service in a way that: (a) violates directly or infringes upon the rights of a third party; or (b) stores or transmits libelousindirectly, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from Service Provider; (iv) decompile, reverse- engineer, adapt, alter, create derivative works based on, modify, enhance, or about translate the Service Provider Offerings or any of Service Provider Confidential Information in whole or in part; (v) resell, assign, rent, give, transfer, pass title to, lease, copy, provide access to or sublicense (including without limitation on a timeshare, subscription service, hosted service or outsourced basis) the Subscription Services Service Provider Offerings, Service Provider Confidential Information, or any Third Party Materials to anyone (except for use in its business operations or otherwise and other than to and only provide access to the extent such rights are proscribed foregoing to its Authorized Users as expressly permitted by lawthis Agreement); (vvi) infringe the intellectual property rights of any entity; (vii) interfere with or disrupt the securityService Provider systems used to host the Service Provider Offerings, integrity, operationother equipment or networks connected to the Service Provider Offerings, or performance disobey any requirements, procedures, policies or regulations of the Subscription Services; (vi) access, use, or provide access or use networks connected to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is Service Provider Offerings made known to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of AccelaClient; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located inobfuscate, under the control ofremove, or that is a national alter any Service Provider or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3Service Provider licensor trademark, Compliance with Laws); (x) removeservice mark, deletetrade name, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademarklogo, patent or other intellectual property copyright notice, confidentiality or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services inlegend, or in association with, other notices or markings on the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage.Service Provider Offerings; or

Restrictions on Use. (a) Customer shall not, and shall not permit others Named Users or any other Person to, directly or indirectly do any of the following: (i) use reverse engineer, decompile, disassemble or access otherwise attempt to discover the Subscription Services in source code or underlying algorithms of the Hosted Service (or any manner except as expressly permitted by part thereof) and/or the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this AgreementSystem; (ii) licensemodify, sub-licensetranslate, sell, re-sell, or create derivative works based on any portion of the Hosted Service or any Deliverables (other than such Deliverables that are owned by Customer as agreed to in a SOW); (iii) rent, lease, transfer, distribute, time share license, sublicense, sell, resell, assign, or otherwise commercially exploit any Deliverables (other than such Deliverables that are owned by Customer as agreed to in a SOW), any portion of the Hosted Service (or any part thereof) and/or the System or make any portion of the Subscription Services Hosted Service available for access by third parties except as otherwise expressly provided herein; to any Person (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or virusesother than Named Users); (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about use any of the Subscription Services (except to and only to the extent such rights are proscribed by law)Hosted Service for timesharing or service bureau purposes; (v) interfere with publish or disrupt the security, integrity, operation, or performance disclose to any Person evaluations of the Subscription Services; (vi) access, use, or provide access or use to tamper with the Subscription Services or Documentation for security of any portion of the purposes of competitive analysis or Hosted Service and/or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantageSystem; (vii) provide knowingly access to data on or available through the Subscription Services to competitors of AccelaHosted Service and/or the System not intended for Customer or Named Users; (viii) access attempt to probe, scan or use components test the vulnerability of any portion of the Subscription System or to breach the security or authentication measures without the written consent of an authorized IGLOO representative. (b) Customer shall not, and shall not permit Named Users or any other Person to use the Hosted Service not licensed by Customerto directly or indirectly do any of the following: (i) violate any applicable local, provincial, state, federal or foreign law, rule or regulation; (ixii) use breach, or allow engage in any activity that would constitute a breach of, the use AUP; and/or (iii) create, solicit, transmit, upload or publish any comment, request, suggestion, proposal, image, data file or other communication which: (1) violates any rights of others, including infringement of any IP Rights; (2) contains or embodies any computer virus, harmful component or corrupted data; (3) adversely affects the performance or availability of any of the Subscription Services by anyone located in, under Hosted Service or the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription ServicesSystem; or (xi4) access or use the Subscription Services inis used to impersonate any Person, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damageincluding IGLOO personnel.

Restrictions on Use. 3.1 Customer shall not, is responsible for all activity occurring under its user accounts to the Service and shall not permit others to: abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Use of the Service, including those related to Applicable Privacy Laws, international communications and the transmission of technical or personal data. 3.2 Customer acknowledges that the Service and its structure, organization and source code constitute valuable trade secrets of Identity Automation. Accordingly, Customer agrees: (ia) use Not to modify, adapt, alter, translate, or access create derivative works from the Subscription Services in any manner Service (except as expressly permitted by the AgreementDocumentation); (b) Not to merge the Service with any other Service or software; or sublicense, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-selllease, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelous, tortiousloan, or otherwise unlawful material or malicious code or viruses; transfer the Service to any third party; (ivc) create derivative works, To not reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive the source code for the Service; (d) Not to provide services to third parties using the Service (e.g. business process outsourcing, Service Bureau applications or third party training) or otherwise Use or copy the Service; (e) To notify Identity Automation immediately of any unauthorized Use of any password or account or any other known or suspected breach of security; (f) To report to Identity Automation immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or Customer’s Users; (g) To not remove, alter, or obscure any proprietary notices (including copyright notices) of Identity Automation incorporated with the Service; and not provide false identity information to gain access to or Use the Service; (h) To not use the Service in any way that would subject the software product, in whole or in part, to a Copyleft License; 3.3 Customer shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to (i) any third party the Service in any way; or (ii) "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iii) reverse engineer or access the Service in order to: (a) build a competitive product or Service; (b) build a product using similar ideas, features, functions or graphics of the Service; or (c) copy any ideas, features, functions or graphics of the Service. 3.4 User licenses cannot be shared or used by more than one individual User, but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment, or otherwise changed job status or function and no longer Use the Service. 3.5 In the event that Identity Automation determines that, at any time during the Term, Customer is using a quantity of named user licenses within the Service which exceeds the number of named user licenses specified within the Order Form, Identity Automation shall have the right to invoice Customer for any such excess usage. 3.6 Customer may use the Service only for internal business purposes and shall not knowingly: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates any third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other trade secrets from harmful computer code, files, scripts, agents or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law)programs; (viv) interfere with or disrupt the security, integrity, operation, integrity or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis Service or the development, provision, data contained therein; or use of a competing software, SaaS or product or any other purpose that is (v) attempt to Accela’s detriment or commercial disadvantage; (vii) provide gain unauthorized access to the Subscription Services to competitors of Accela; (viii) access Service or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, its related systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damagenetworks.

Restrictions on Use. Customer shall not, and shall not permit others to: (ia) use or access the Subscription Services in any manner except Except as expressly permitted by the Agreementprovided herein, including but Customer may not limited togive away, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) licenserent, sub-license, lease or otherwise sell, re-sell, rentsublicense, lease, transfer, distribute, time share distribute or transfer the license rights granted under this Agreement or otherwise make any portion of use the Subscription Software or Services available for access by third parties except as otherwise expressly provided herein; (iii) use permitted by this Agreement without the Subscription Service in a way that: (a) violates or infringes upon the rights prior written consent of a third party; or Licensor. (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, Customer agrees that it will not reverse engineer, decompile, disassemble, copy, translate or otherwise attempt to derive, or permit or help others to derive the source code relating to all or other trade secrets from or about any part of the Subscription Software or Software Services, or attempt to otherwise convert or alter the Software or Software Services (into human readable code, except to and only to the extent such rights applicable law expressly prohibits the foregoing restriction. (c) Customer may duplicate Documentation, at no additional charge, for Customer's internal use so long as all required proprietary markings are proscribed by law)retained on all duplicated copies. (d) No third party, other than duly authorized agents or employees of Customer authorized pursuant to Section 2 hereunder, shall have access to or use of the Software or Services. (e) Customer shall not copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes. (f) Customer shall not access the Services in order to (i) build a competitive product or service; (vii) copy any features, functionality or graphics of the Software; or (iii) knowingly allow access to any competitor of Licensor. (g) The Customer shall not transmit, upload, post, distribute, store or otherwise publish, through use of the Services, any data, material or Information that: (i) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect any hardware or software, or that intercepts or misappropriates any data or information, and otherwise affects the performance of the third party service provider; (ii) violates the terms of service document of the relevant host provider as made generally available the by the host provider identified in your Quote; (iii) infringes or otherwise violates any patent, copyright, trademark, trade secret or other (h) Customer shall not interfere with or disrupt the security, integrity, operation, services or performance of the Subscription Services; (vi) access, use, or provide access or use networks connected to the Subscription system used to provide the Services and shall not attempt to gain unauthorized access to the Services or Documentation such services or networks connected to the system used to provide the Services. (i) Customer shall not provide the results of using the Services for the purposes of monitoring its availability, performance, functionality, benchmarking or competitive analysis to any third party. (j) In addition to its termination rights under Section 16, Licensor my restrict or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accelalimit Customer’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services if Licensor reasonably determines that Customer has engaged in or is likely to competitors engage in (whether knowingly or unknowingly) any prohibited conduct described herein and such conduct, in Licensor’ reasonable opinion poses any risk of Accela; (viii) access any kind or nature to Licensor or its service providers’ network, business or other customers. As promptly as practicable after becoming aware of Customer’s engagement in any such prohibited conduct, Licensor will use components reasonable efforts to notify Customer of the Subscription Service not licensed restriction or limitation to Customer’s access to the Services and will promptly restore Customer’s access after Licensor has had reasonable assurance that such conduct has been permanently discontinued. In addition to and without limiting the foregoing, Licensor reserves the right to refuse to post or to remove in whole or in part any information or materials provided or submitted by Customer; (ix) use or allow the on behalf of Customer in connection with its use of the Subscription Services by anyone located inthat Licensor determines, under the control ofin its reasonable discretion, are either in violation of this Agreement or that is a national pose any risk of any kind or resident of a U.S. embargoed country nature to Licensor or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3its service provider’s network, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent business or other intellectual property or proprietary rights notices from customers. (k) The Customer shall not automate any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure aspect of the Subscription Services could lead Service during the Term. Any breach of this subsection will permit the Licensor to personal injury invoice a ‘fair usage’ charge against the Customer where the Customer has automated accessing or severe physical querying an i2 Service or property damageThird Party Component with a human performing the action. The right to payment under this section is not the sole remedy available to Licensor and all other remedies available at law and in equity are still available.

Restrictions on Use. The Software is provided with "RESTRICTED RIGHTS." Use of the Software by Customer constitutes acknowledgment of Accela's proprietary rights in it. The Software is a “commercial item” under FAR 12.201. Consistent with FAR section 12.212 and DFARS section 227.7202, any use, modification, derivative works, reproduction, release, performance, display, disclosure or distribution of the Software or Documentation by the Customer shall notbe governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted herein. Except as otherwise expressly provided in this Agreement, Customer shall not and shall not permit others to: ; (i) use or access the Subscription Services Software in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, sell re-sell, rent, lease, transfer, distribute, distribute or time share or otherwise make any portion of the Subscription Services Software available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service Software in a way that: ; (a) violates or infringes upon the rights of a third third-party; or (b) stores store or transmits transmit of libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services Software (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription ServicesSoftware; (vi) access, use, use or provide access or use to the Subscription Services Software or Documentation for the purposes of competitive analysis or analysis, the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; , (vii) provide access to the Subscription Services Software to competitors of Accela; , (viiivii) access or use components of the Subscription Service Software not licensed by Customer; (ixviii) use or allow the use of of, the Subscription Services Software by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (xix) remove, delete, alter alter, or obscure any trademarks, Documentation, Documentation ,warranties, or disclaimers, or any copyright, trademark, patent patent, or other intellectual property or proprietary rights notices from any Subscription ServicesSoftware; or (xix) access or use the Subscription Services Software in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services Software could lead to personal injury or severe physical or property damage.

Restrictions on Use. Customer shall not, Licensee may not install or use (and shall not permit others to: allow any third party to install or use) the Data Services or any portion thereof, for any purpose except as specifically set forth in paragraph (a) above, without Fandango's prior written consent. In addition, Licensee shall not (i) use copy, sublicense, rent, sell, lease, assign or otherwise transfer or distribute the Data Services or any portion thereof to any person or entity for any purpose or otherwise derive revenues, for any part of the Data Services or access thereto, whether for direct commercial or monetary gain, except as specifically permitted in the Subscription Order Form or otherwise permitted by Fandango in writing; (ii) decompile, disassemble, modify, create derivative works, alter or otherwise reverse engineer or attempt to reconstruct or discover any part of the Data Services or any source code or underlying ideas or algorithms thereof, by any means whatsoever; (iii) remove any product identification, copyright, trademark, or other notices, credit line or date line (or any source identifier) contained in the Data Services; (iv) remove or export any Data Services or any direct product thereof from the United States in violation of any governmental or regulatory laws or restrictions; (v) use the Data Services in connection with or to promote any products, services, or materials that are libelous, defamatory, invasive, obscene, invasive of any right of publicity or privacy or other third party right, constitute, promote or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, unsolicited mass distribution of email, pornographic, abusive or otherwise offensive content, gambling or weapons, (vi) use the Data Services in any manner except as expressly permitted by the Agreementor for any purpose that violates any law, including but not limited torule or regulation (and, in a manner the event that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion Licensee is located outside of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelous, tortiousUnited States, or otherwise unlawful material the website Licensee operates is running on a server located outside the United States, Licensee agrees to comply with any laws, rules or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any regulations in Licensee’s locale and/or in the location of the Subscription Services (except to and only to the extent such rights are proscribed by lawLicensee’s web server); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to use the Subscription Data Services to competitors of Accela; (viii) access in any manner or use components of the Subscription Service not licensed by Customer; (ix) use for any purpose that infringes, misappropriates or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or otherwise violates any copyright, trademark, patent or other intellectual property right of any person; (viii) use the Data Services on any website that contains any viruses, time bomb, worm or proprietary rights notices from other harmful code designed to delete or impair the function of any Subscription Servicesother software or system; (ix) use the Data Services on any website that promotes or links to the services of any competitor of Fandango; (x) use the Data Services in a manner that adversely impacts the stability of Fandango’s websites’ servers, (xi) access or use the Subscription Data Services infor any purpose except a Permitted Use in connection with the Purpose, (xii) use the Data Services in a manner that is confusing or misleading to others, (xiii) use the Data Services to engage in a business activity that conflicts with, or places Licensee in association with, the design, construction, maintenancea conflicting position to that of Fandango or with Fandango’s products or services, or operation of any hazardous environments, systems that may reasonably be deemed to be intended to divert and/or drive audience traffic away from Fandango’s products or applications, any safety response systems or other safety-critical applicationsservices, or any other use develop a service that may reasonably be deemed to be, or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage.Fandango otherwise deems as, competitive with Fandango’s products and services,

Restrictions on Use. Customer 2.3.1 Organization shall not, and shall will not permit others allow, direct or authorize (directly or indirectly) any third party to: : (i) use the Software or access the Subscription Services Sublicensed Software for any purpose other than in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreementconnection with Organization’s primary business or operations; (ii) licenseuse the Hosting Services in any way prohibited by law, sub-licensegovernmental order or decree or to violate the rights of others; (iii) disassemble, decompile, reverse engineer, defeat license encryption mechanisms, or translate any part of the Software, Sublicensed Software, or Services, or otherwise attempt to reconstruct or discover the source code of the Software, Sublicensed Software, or Services, or attempt to otherwise convert or alter the Software, Sublicensed Software, or Services into human readable code, except and only to the extent that applicable law expressly permits, despite this limitation; (iv) modify or create derivative works of the Software or Sublicensed Software; (iv) give away, rent, lease, lend, or otherwise sell, re-sell, rentpledge, lease, transfer, distribute, time share distribute or otherwise make any portion of transfer the Subscription license rights granted under this Agreement or otherwise use the Software Services available for access by third parties except as otherwise expressly provided herein; (iii) use permitted by this Agreement without the Subscription Service in a way that: (a) violates or infringes upon the rights prior written consent of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law)Xxxxxx; (v) interfere with or disrupt use the security, integrity, operationServices to mine cryptocurrency without Xxxxxx’x prior written approval, or performance of the Subscription Servicesto spam or distribute malware; or (vi) accesstake any actions that would cause the Software, useSublicensed Software, or provide Services to become subject to any open source or quasi-open source license agreement. Organization shall be wholly liable to Xxxxxx for any use of the Software Services in violation of this Section 2.3. No third party, other than (a) duly authorized agents (including third-party contractors) or employees of Organization; and (b)Organization’s customers accessing and using the Customer Engagement Portal, shall have access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing softwarethe Software Services unless Organization first receives the express consent or authorization of Xxxxxx. 2.3.2 The Software, SaaS Sublicensed Software and related materials supplied by Xxxxxx are protected by copyright, trade secret, trademark, and other intellectual property laws. The Software and Sublicensed Software may not be resold or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use Organization. Any rights not expressly granted herein are reserved. Organization may not obscure, remove or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, otherwise alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent trademark or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services inSoftware, Sublicensed Software and related materials supplied by Xxxxxx. Nothing herein shall prohibit Organization’s employees, third-party agents and contractors of Organization, or Organization’s customers from using the Software and Sublicensed Software pursuant to the terms of this Agreement in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damageconnection with Organization’s business purposes.

Restrictions on Use. 3.1 Customer shall not, is responsible for all activity occurring under its user accounts to the Service and shall not permit others to: abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Use of the Service, including those related to Applicable Privacy Laws, international communications and the transmission of technical or personal data. 3.2 Customer acknowledges that the Service and its structure, organization and source code constitute valuable trade secrets of Identity Automation. Accordingly, Xxxxxxxx agrees: (ia) use Not to modify, adapt, alter, translate, or access create derivative works from the Subscription Services in any manner Service (except as expressly permitted by the AgreementDocumentation); (b) Not to merge the Service with any other Service or software; or sublicense, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-selllease, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelous, tortiousloan, or otherwise unlawful material or malicious code or viruses; transfer the Service to any third party; (ivc) create derivative works, To not reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive the source code for the Service; (d) Not to provide services to third parties using the Service (e.g. business process outsourcing, Service Bureau applications or third- party training) or otherwise Use or copy the Service; (e) To notify Identity Automation immediately of any unauthorized Use of any password or account or any other known or suspected breach of security; (f) To report to Identity Automation immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or Customer’s Users; (g) To not remove, alter, or obscure any proprietary notices (including copyright notices) of Identity Automation incorporated with the Service; and not provide false identity information to gain access to or Use the Service; (h) To not use the Service in any way that would subject the software product, in whole or in part, to a Copyleft License; 3.3 Customer shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to (i) any third party the Service in any way; or (ii) "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iii) reverse engineer or access the Service in order to: (a) build a competitive product or Service; (b) build a product using similar ideas, features, functions or graphics of the Service; or (c) copy any ideas, features, functions or graphics of the Service. 3.4 User licenses cannot be shared or used by more than one individual User, but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment, or otherwise changed job status or function and no longer Use the Service. 3.5 In the event that Identity Automation determines that, at any time during the Term, Customer is using a quantity of named user licenses within the Service which exceeds the number of named user licenses specified within the Order Form, Identity Automation shall have the right to invoice Customer for any such excess usage. 3.6 Customer may use the Service only for internal business purposes and shall not knowingly: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates any third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other trade secrets from harmful computer code, files, scripts, agents or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law)programs; (viv) interfere with or disrupt the security, integrity, operation, integrity or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis Service or the development, provision, data contained therein; or use of a competing software, SaaS or product or any other purpose that is (v) attempt to Accela’s detriment or commercial disadvantage; (vii) provide gain unauthorized access to the Subscription Services to competitors of Accela; (viii) access Service or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, its related systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damagenetworks.

Restrictions on Use. Customer shall not, and shall not permit others to: , (i) use or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: ; (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; , (vii) provide access to the Subscription Services to competitors of Accela; , (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage.

Restrictions on Use. Customer Except as expressly permitted in this Agreement, regarding the Intellectual Property of REsurety, the Services, the REsurety Information, the API and the Documentation (for purposes of this Section 4.5, collectively, the “REsurety Technology”), Subscriber shall not, and shall not permit others any other Authorized User or third party to: : (ia) use or access copy the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited toREsurety Technology, in a manner that circumvents contractual usage restrictions set forth whole or in this Agreement; part; (iib) licensemodify, sub-licensecorrect, selladapt, re-selltranslate, enhance, or otherwise prepare derivative works or improvements of the REsurety Technology; (c) rent, lease, transferlend, sell, sublicense, assign, distribute, time share publish, transfer, or otherwise make available the REsurety Technology to any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights of a third party; or ; (bd) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, disassemble, decompile, disassembledecode, copyor adapt the REsurety Technology, or otherwise attempt to derive or gain access to the source code of the REsurety Technology, in whole or in part; (e) bypass or breach any security device or protection used for or contained in the REsurety Technology or Documentation; (f) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, proprietary or copyright notices, terms of the Documentation, warranties, disclaimers, Intellectual Property of REsurety, proprietary rights or other trade secrets from symbols, notices, marks, or about serial numbers on or relating to any copy of the Subscription Services REsurety Technology or Documentation; (except to and only to g) use the extent such rights are proscribed by REsurety Technology in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law); (h) use the REsurety Technology for purposes of: (i) benchmarking or competitive analysis of the REsurety Technology; (vii) interfere with or disrupt the securitydeveloping, integrity, operationusing, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of providing a competing software, SaaS or software product or service; or (iii) any other purpose that is to AccelaREsurety’s detriment or commercial disadvantage; ; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ixi) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined REsurety Technology in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, connection with the design, construction, maintenance, operation, or operation use of any hazardous environments, systems or systems, applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services REsurety Technology could lead to personal injury or severe physical or property damage; or (j) use the REsurety Technology or Documentation in ways other than for its intended and permitted use or in any manner or for any purpose or application not expressly permitted by this Agreement.

Restrictions on Use. Customer shall not, and shall not permit others to: , (i) use or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-licensesub‐license, sell, re-sellre‐sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: ; (a) violates or infringes upon the rights of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; , (vii) provide access to the Subscription Services to competitors of Accela; , (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical safety‐critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage.

Restrictions on Use. Customer shall not, and shall not permit others to: (ia) use or access the Subscription Services in any manner except Except as expressly permitted by the Agreementprovided herein, including but Customer may not limited togive away, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) licenserent, sub-license, lease or otherwise sell, re-sell, rentsublicense, lease, transfer, distribute, time share distribute or transfer the license rights granted under this Agreement or otherwise make any portion of use the Subscription Software Services available for access by third parties except as otherwise expressly provided herein; (iii) use permitted by this Agreement without the Subscription Service in a way that: (a) violates or infringes upon the rights prior written consent of a third party; or Castle. (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, Customer agrees that it will not reverse engineer, decompile, disassemble, copy, translate or otherwise attempt to derive, or permit or help others to derive the source code relating to all or other trade secrets from or about any part of the Subscription Software or Software Services, or attempt to otherwise convert or alter the Software or Software Services (into human readable code, except to and only to the extent such rights applicable law expressly prohibits the foregoing restriction. (c) Customer may duplicate Documentation, at no additional charge, for Customer's internal use so long as all required proprietary markings are proscribed by law); retained on all duplicated copies. (vd) interfere with No third party, other than duly authorized agents or disrupt the securityemployees of Customer authorized pursuant to Section 2 hereunder, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide shall have access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of the Software Services. (e) Customer shall not copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes. (f) Customer shall not access the Services in order to (i) build a competing software, SaaS or competitive product or any other purpose that is to Accela’s detriment or commercial disadvantageservice; (viiii) provide copy any features, functionality or graphics of the Software; or (iii) knowingly allow access to the Subscription Services to competitors any competitor of Accela; Castle. (viiig) access The Customer shall not transmit, upload, post, distribute, store or use components of the Subscription Service not licensed by Customer; (ix) use or allow the otherwise publish, through use of the Subscription Services by anyone located inServices, under the control ofany data, material or Information that: (i) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect any hardware or software, or that is a national intercepts or resident of a U.S. embargoed country misappropriates any data or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws)information; (xii) removeis threatening, deletedefamatory, alter libelous, harassing, profane, is an invasion of privacy, offensive, obscene or obscure harmful; (iii) infringes or otherwise violates any trademarkspatent, Documentation, warranties, or disclaimers, or any copyright, trademark, patent trade secret or other intellectual property or proprietary rights notices from right of any Subscription Servicesthird party; (iv) violates any law, statute, ordinance or regulation; or (xiv) includes unsolicited bulk e-mails, advertisements or solicitations. (h) Customer shall not knowingly transmit any data to the system used by Castle to provide the Services that contains software viruses or other harmful or deleterious computer code, files or programs. (i) Customer shall not interfere with or disrupt services or networks connected to the system used to provide the Services and shall not attempt to gain unauthorized access to the Services or such services or networks connected to the system used to provide the Services. (j) Customer shall not use the Services to store or transmit any material that is infringing, libelous, an invasion of privacy, obscene, offensive, harmful, illegal or would otherwise violate or infringe the rights of any third party. (k) Customer shall not provide the results of using the Services for the purposes of monitoring its availability, performance, functionality, benchmarking or competitive analysis to any third party. (l) In addition to its termination rights under Section 16, Castle my restrict or limit Customer’s access to the Services if Castle reasonably determines that Customer has engaged in or is likely to engage in (whether knowingly or unknowingly) any prohibited conduct described herein and such conduct, in Castle’ reasonable opinion poses any risk of any kind or nature to Castle or its service providers’ network, business or other customers. As promptly as practicable after becoming aware of Customer’s engagement in any such prohibited conduct, Castle will use reasonable efforts to notify Customer of the restriction or limitation to Customer’s access to the Services and will promptly restore Customer’s access after Castle has had reasonable assurance that such conduct has been permanently discontinued. In addition to and without limiting the foregoing, Castle reserves the right to refuse to post or to remove in whole or in part any information or materials provided or submitted by or on behalf of Customer in connection with its use of the Services that Castle determines, in its reasonable discretion, are either in violation of this Agreement or pose any risk of any kind or nature to Castle or its service provider’s network, business or other customers. (m) Furthermore, in respect of the hosting environment, the Customer agrees that it may not and nor may it attempt to (a) modify, alter, tamper with, repair, or otherwise create derivative works related to the hosting environment), (b) reverse engineer, disassemble, or decompile anything available or that forms part of the hosting environment or apply any other process or procedure to derive the source code of any software included in the hosting environment, (c) access or use the Subscription Services inhosting environment in a way intended to avoid incurring fees or exceeding usage limits or quotas, or in association with, (d) resell or sublicense the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damagehosting environment.

Restrictions on Use. Customer 3.1 The Licensee shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services, the Platform, Service Data or Documentation that: (a) contains any material which is defamatory of any person, obscene, offensive, hateful or inflammatory; (b) promotes sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (c) infringes any copyright, database right or other Intellectual Property Right of any other person; and/or (d) advocates, promotes or assists any unlawful act or illegal activity such as (by way of example only) copyright infringement or computer misuse, and Snyk reserves the right, without liability or prejudice to its other rights to the Licensee, to disable the Licensee's access to any material that breaches the provisions of this clause. 3.2 The Licensee shall not: (a) 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, Service Data, Platform or the Documentation in any form or media or by any means; or (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (c) use the Services, Service Data, Platform or the Documentation to provide services to third parties; and in particular, shall not permit others to: (i) use the Services, Service Data, Platform or access the Subscription Services Documentation in respect of any manner except as expressly permitted Protected Source Code that is not owned or used by the AgreementLicensee, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreementunless the Licensee has the express permission from the relevant owner to do so; or (iid) license, sub-license, sell, re-sell, rent, lease, transfer, assign, distribute, time share display, disclose, or otherwise commercially exploit, or otherwise make the Services, Service Data, Platform or the Documentation available to any portion third party except the Authorised Users, or (e) access all or any part of the Subscription Services available for in order to build a product or service which competes with the Services ; or (f) access without authority, interfere with, manipulate, damage or disrupt all or any part of the Services or any equipment or network owned or used by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights of a any third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt assist any third party in doing such acts. 3.3 The Licensee shall use all reasonable endeavours to derive source code or other trade secrets from or about prevent any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide unauthorised access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provisionto, or use of, the Services, Service Data, the Platform and the Documentation and, in the event of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) such unauthorised access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located inuse, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damagepromptly notify Snyk.

Restrictions on Use. Customer shall not, and shall not permit others to: to (i) use or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, sell re-sell, rent, lease, transfer, distribute, distribute or time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: ; (a) violates or infringes upon the rights of a third party; or (b) stores store or transmits transmit of libelous, tortious, or otherwise unlawful material or malicious code or viruses; (ivvi) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (vvii) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (viviii) access, use, use or provide access or accessor use to the Subscription Services or Documentation for the purposes of competitive analysis or analysis, the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; , (viiix) provide access to the Subscription Services to competitors of Accela; , (viiix) access or use components of the Subscription Service not licensed by Customer; (ixxi) use or allow the use of of, the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (xxi) remove, delete, alter alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent patent, or other intellectual property or proprietary rights notices from any Subscription Services; or (xixii) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage.