Service Use. 6.1 The Customer represents, warrants and undertakes that all Customer Content: 6.1.1 is owned by the Customer or that the Customer has permission from the rightful owner to use such Customer Content in the Services or Software or any applicable Third Party Software in the manner and for the purposes required or approved by the Customer from time to time; and 6.1.2 is in no way whatsoever a violation or infringement of any third party Intellectual Property, right of privacy or publicity or any other rights of any person and that they are not offensive, abusive, defamatory, obscene, menacing or in any other way unlawful and will not in any way inhibit restrict or impair the free and/or unrestricted performance by Ciphr of any rights or obligations it has under this Agreement. 6.2 The Customer represents, warrants and undertakes that: 6.2.1 it possesses the legal right and ability to enter into and comply with this Agreement and any licence conditions attaching from time to time to the use of the Software or Third Party Software or Third Party Service; 6.2.2 it will use the Services, the Software and, if applicable, any Third Party Software or Third Party Service for lawful purposes only and in accordance with all applicable laws and regulations; 6.2.3 except as may be permitted by law, it will not attempt to decompile, reverse engineer or hack any website or computer network Ciphr uses in connection with the Services, Software, Third Party Software or any Third Party Service or to defeat or overcome any encryption and/or other technical protection methods implemented by Ciphr with respect to any such website or network and/or data transmitted, processed or stored by Ciphr or other users of such website or network; 6.2.4 it will not use any automatic or manual device or process nor take any steps (including penetration testing, without the prior written authority of Ciphr) to interfere with or in any manner compromise any security measures or the proper working of any website or computer network Ciphr uses in connection with the Services or any Third Party Service; 6.2.5 it will take all reasonable steps to ensure that Customer Users do not use any other individual’s or entity’s login or identity or any unauthorised or inadequately licensed computer, device or facility to access or use the Services or any website or computer network Ciphr uses in connection with the Services or any Third Party Service and that only System Administrators login and exercise System Administrator rights and privileges on any such website or network; 6.2.6 it will not collect any information or communication about Ciphr or other users of Services or any Third Party Service by monitoring or intercepting any process of the Services, the Software or any applicable Third Party Software or Third Party Service; 6.2.7 it will not use any facility, device, software code or software instruction that is designed or intended to be used to provide a means of surreptitious or unauthorised access or that is designed or intended to distort, delete, damage or disassemble the Software, any applicable Third Party Software or Service, Third Party Service or any website or computer network Ciphr uses in connection with the same; 6.2.8 it will not use the Services, Software, any applicable Third Party Software or, if applicable, any Third Party Services to develop, generate, transmit or store information that infringes any third party’s Intellectual Property or other proprietary right or is defamatory, harmful, abusive, obscene or hateful or transmits any unsolicited commercial communication not permitted by applicable law or constitutes harassment or a violation of privacy or threatens others or impersonates any other person or steals or assumes any person’s identity (whether a real identity or online nickname or alias); and 6.2.9 if requested by Ciphr on reasonable grounds it will provide, based on its knowledge, information and belief having made all reasonable enquiries, true, accurate, current and complete information on its use of any website or computer network Ciphr uses in connection with the SaaS Services. 6.3 If Ciphr has reasonable grounds to suspect that the Customers representations, warranties or undertakings are inaccurate, untrue or breached the Agreement, Ciphr may suspend (without prejudice to any right to terminate) the Customer’s rights, benefits or services under or terminate these terms and any licence attaching from time to time to the use of the Software, Services, any applicable Third Party Software or any applicable Third Party Service. 6.4 The Customer hereby agrees to hold harmless protect indemnify and defend Ciphr and its subcontractors from any liability (including legal and administrative fees and costs on a full indemnity basis) or any claim, prosecution or suit, threatened or actual, arising from any breach by the Customer of its obligations under this clause 6 or from any use by Ciphr of the Customer Content authorised by the Customer. 6.5 This clause 6 shall survive any termination of this Agreement.
Appears in 6 contracts
Samples: Saas Agreement, Saas Agreement, Saas Agreement
Service Use. 6.1 The Customer represents, warrants and undertakes that all Customer Content:
6.1.1 is owned by the Customer or that the Customer has permission from the rightful owner to use such Customer Content in the Services or Software or any applicable Third Party Software in the manner and for the purposes required or approved by the Customer from time to time; and
6.1.2 is in no way whatsoever a violation or infringement of any third party Intellectual Property, right of privacy or publicity or any other rights of any person and that they are not offensive, abusive, defamatory, obscene, menacing or in any other way unlawful and will not in any way inhibit restrict or impair the free and/or unrestricted performance by Ciphr CIPHR of any rights or obligations it has under this Agreement.
6.2 The Customer represents, warrants and undertakes that:
6.2.1 it possesses the legal right and ability to enter into and comply with this Agreement and any licence conditions attaching from time to time to the use of the Software or Third Party Software or Third Party Service;
6.2.2 it will use the Services, the Software and, if applicable, any Third Party Software or Third Party Service for lawful purposes only and in accordance with all applicable laws and regulations;
6.2.3 except as may be permitted by law, it will not attempt to decompile, reverse engineer or hack any website or computer network Ciphr CIPHR uses in connection with the Services, Software, Third Party Software or any Third Party Service or to defeat or overcome any encryption and/or other technical protection methods implemented by Ciphr CIPHR with respect to any such website or network and/or data transmitted, processed or stored by Ciphr CIPHR or other users of such website or network;
6.2.4 it will not use any automatic or manual device or process nor take any steps (including penetration testing, without the prior written authority of CiphrCIPHR) to interfere with or in any manner compromise any security measures or the proper working of any website or computer network Ciphr CIPHR uses in connection with the Services or any Third Party Service;
6.2.5 it will take all reasonable steps to ensure that Customer Users do not use any other individual’s or entity’s login or identity or any unauthorised or inadequately licensed computer, device or facility to access or use the Services or any website or computer network Ciphr CIPHR uses in connection with the Services or any Third Party Service and that only System Administrators login and exercise System Administrator rights and privileges on any such website or network;
6.2.6 it will not collect any information or communication about Ciphr CIPHR or other users of Services or any Third Party Service by monitoring or intercepting any process of the Services, the Software or any applicable Third Party Software or Third Party Service;
6.2.7 it will not use any facility, device, software code or software instruction that is designed or intended to be used to provide a means of surreptitious or unauthorised access or that is designed or intended to distort, delete, damage or disassemble the Software, any applicable Third Party Software or Service, Third Party Service or any website or computer network Ciphr CIPHR uses in connection with the same;
6.2.8 it will not use the Services, Software, any applicable Third Party Software or, if applicable, any Third Party Services to develop, generate, transmit or store information that infringes any third party’s Intellectual Property or other proprietary right or is defamatory, harmful, abusive, obscene or hateful or transmits any unsolicited commercial communication not permitted by applicable law or constitutes harassment or a violation of privacy or threatens others or impersonates any other person or steals or assumes any person’s identity (whether a real identity or online nickname or alias); and
6.2.9 if requested by Ciphr CIPHR on reasonable grounds it will provide, based on its knowledge, information and belief having made all reasonable enquiries, true, accurate, current and complete information on its use of any website or computer network Ciphr CIPHR uses in connection with the SaaS Services.
6.3 If Ciphr CIPHR has reasonable grounds to suspect that the Customers representations, warranties or undertakings are inaccurate, untrue or breached the Agreement, Ciphr CIPHR may suspend (without prejudice to any right to terminate) the Customer’s rights, benefits or services under or terminate these terms and any licence attaching from time to time to the use of the Software, Services, any applicable Third Party Software or any applicable Third Party Service.
6.4 The Customer hereby agrees to hold harmless protect indemnify and defend Ciphr CIPHR and its subcontractors from any liability (including legal and administrative fees and costs on a full indemnity basis) or any claim, prosecution or suit, threatened or actual, arising from any breach by the Customer of its obligations under this clause 6 or from any use by Ciphr CIPHR of the Customer Content authorised by the Customer.
6.5 This clause 6 shall survive any termination of this Agreement.
Appears in 3 contracts
Samples: Saas Agreement, Saas Agreement, Saas Agreement
Service Use. 6.1 The Customer represents, unconditionally represents warrants and undertakes that all Customer Content:Content including without limitation any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to CIPHR for the development of or integration into or use with or communication through the Services or the Software, any applicable Third Party Software
6.1.1 is are owned by the Customer or that the Customer has permission from the rightful owner to use such Customer Content in the Services or Software or any applicable Third Party Software in the manner and for the purposes required or approved by the Customer from time to time; and
6.1.2 is are in no way whatsoever a violation or infringement of any third party Intellectual Property, right of privacy or publicity or any other rights of any person and that they are not offensive, abusive, defamatory, obscene, menacing or in any other way unlawful and will not in any way inhibit restrict or impair the free and/or unrestricted performance by Ciphr CIPHR of any rights or obligations it has under this Agreement.these terms
6.2 The Customer represents, represents and warrants and undertakes that:
6.2.1 it possesses the legal right and ability to enter into and comply with this Agreement these terms and any licence conditions attaching from time to time to the use of the Software or Third Party Software or Third Party Service;Software
6.2.2 it will use the Services, the Software and, if applicable, any Third Party Software or Third Party Service for lawful purposes only and in accordance with all applicable laws and regulations;
6.2.3 except as may be permitted by law, it will not attempt to decompile, reverse engineer or hack any website or computer network Ciphr CIPHR uses in connection with the Services, Software, Third Party Software or any Third Party Service SaaS Services or to defeat or overcome any encryption and/or other technical protection methods implemented by Ciphr CIPHR with respect to any such website or network and/or data transmitted, processed or stored by Ciphr CIPHR or other users of such website or network;
6.2.4 it will not use any automatic or manual device or process nor take any steps (including penetration testing, without the prior written authority of CiphrCIPHR) to interfere with or in any manner compromise any security measures or the proper working of any website or computer network Ciphr CIPHR uses in connection with the Services or any Third Party Service;
6.2.5 it will take all reasonable steps to ensure that Customer Users do not use any other individual’s or entity’s login or identity or any unauthorised or inadequately licensed computer, device or facility to access or use the Services or any website or computer network Ciphr CIPHR uses in connection with the Services or any Third Party Service and that only System Administrators login and exercise System Administrator rights and privileges on any such website or network;
6.2.6 it will not collect any information or communication about Ciphr CIPHR or other users of SaaS Services or any Third Party Service by monitoring or intercepting any process of the Services, the Software or any applicable Third Party Software or Third Party Service;Software
6.2.7 it will not use any facility, device, software code or software instruction that is designed or intended to be used to provide a means of surreptitious or unauthorised access or that is designed or intended to distort, delete, damage or disassemble the Software, any applicable Third Party Software or Service, Third Party Service or any website or computer network Ciphr CIPHR uses in connection with the same;SaaS Services
6.2.8 it will not use the Services, Software, Software any applicable Third Party Software or, if applicable, any Third Party or the SaaS Services to develop, generate, transmit or store information that infringes any third party’s Intellectual Property or other proprietary right or is defamatory, harmful, abusive, obscene or hateful or transmits any unsolicited commercial communication not permitted by applicable law or constitutes harassment or a violation of privacy or threatens others or impersonates any other person or steals or assumes any person’s identity (whether a real identity or online nickname or alias); ) and
6.2.9 if requested by Ciphr CIPHR on reasonable grounds it will provide, based on its knowledge, information and belief having made all reasonable enquiries, true, accurate, current and complete information on its use of any website or computer network Ciphr CIPHR uses in connection with the SaaS Services.
6.3 CIPHR reserves the right to involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in actions that may involve breaches of this clause 6
6.4 If Ciphr CIPHR has reasonable grounds to suspect that the Customers representations, warranties or undertakings promises are inaccurateinaccurate or breached, untrue or breached the Agreement, Ciphr CIPHR may suspend (without prejudice to any right to terminate) the Customer’s rights, benefits or services under or terminate these terms and any licence attaching from time to time to the use of the Software, Services, any applicable Third Party Software or any applicable Third Party Service.Services
6.4 6.5 The Customer hereby agrees to hold harmless protect indemnify and defend Ciphr CIPHR and its subcontractors from any liability (including legal and administrative fees and costs on a full indemnity basis) or any claim, prosecution or suit, threatened or actual, arising from any breach by the Customer of its obligations under this clause 6 or from any use by Ciphr CIPHR of the Customer Content authorised by the Customer.
6.5 This 6.6 The foregoing warranties, promises and indemnities in this clause 6 shall survive any termination of this Agreement.these terms
Appears in 2 contracts
Samples: Service Agreement, Services Agreement
Service Use. 6.1 The Customer represents, unconditionally represents warrants and undertakes that all Customer Content:Content including without limitation any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to CIP for the development of or integration into or use with or communication through the Services or the Software, any applicable Third Party Software
6.1.1 is are owned by the Customer or that the Customer has permission from the rightful owner to use such Customer Content in the Services or Software or any applicable Third Party Software in the manner and for the purposes required or approved by the Customer from time to time; and
6.1.2 is are in no way whatsoever a violation or infringement of any third party Intellectual Property, right of privacy or publicity or any other rights of any person and that they are not offensive, abusive, defamatory, obscene, menacing libellous or defamatory or in any other way unlawful and will not in any way inhibit restrict or impair the free and/or unrestricted performance by Ciphr CIP of any rights or obligations it has under this Agreement.these terms
6.2 The Customer represents, represents and warrants and undertakes that:
6.2.1 it possesses the legal right and ability to enter into and comply with this Agreement these terms and any licence conditions attaching from time to time to the use of the Software or Third Party Software or Third Party Service;Software
6.2.2 it will use the Services, the Software and, if applicable, any Third Party Software or Third Party Service for lawful purposes only and in accordance with all applicable laws laws, regulations and regulations;CIP policies
6.2.3 except as may be permitted by law, it will not attempt to decompile, reverse engineer or hack any website or computer network Ciphr CIP uses in connection with the Services, Software, Third Party Software or any Third Party Service SaaS Services or to defeat or overcome any encryption and/or other technical protection methods implemented by Ciphr CIP with respect to any such website or network and/or data transmitted, processed or stored by Ciphr CIP or other users of such website or network;
6.2.4 it will not use any automatic or manual device or process nor take any steps (including penetration testing, without the prior written authority of CiphrCIP ) to interfere with or in any manner compromise any security measures or the proper working of any website or computer network Ciphr CIP uses in connection with the Services or any Third Party Service;SaaS Services
6.2.5 it will take all reasonable steps to ensure that Customer Users do not use any other individual’s or entity’s login or identity or any unauthorised or inadequately licensed computer, device or facility to access or use the SaaS Services or any website or computer network Ciphr CIP uses in connection with the SaaS Services or any Third Party Service and that only System Administrators login and exercise System Administrator rights and privileges on any such website or network;
6.2.6 it will not collect any information or communication about Ciphr CIP or other users of SaaS Services or any Third Party Service by monitoring monitoring, interdicting or intercepting any process of the Services, the Software or any applicable Third Party Software or Third Party Service;Software
6.2.7 it will notify CIP, as soon as practicable, if any changes to the Customer’s business operations or practices may adversely affect the SaaS Service or CIP’s obligations under this Agreement
6.2.8 it will not use any facility, device, software code or software instruction that is designed or intended to be used to provide a means of surreptitious or unauthorised access or that is designed or intended to distort, delete, damage or disassemble the Software, any applicable Third Party Software or Service, Third Party Service or any website or computer network Ciphr CIP uses in connection with the same;SaaS Services
6.2.8 6.2.9 it will not use the Services, Software, Software any applicable Third Party Software or, if applicable, any Third Party or the SaaS Services to develop, generate, transmit or store information that infringes any third party’s Intellectual Property intellectual property or other proprietary right or is defamatory, harmful, abusive, obscene or hateful or transmits performs any unsolicited commercial communication not permitted by applicable law or constitutes is harassment or a violation of privacy or threatens others or impersonates any other person or steals or assumes any person’s identity (whether a real identity or online nickname or alias); ) and
6.2.9 6.2.10 if requested by Ciphr CIP on reasonable grounds it will provide, based on its knowledge, information and belief having made all reasonable enquiries, provide true, accurate, current and complete information on its use of any website or computer network Ciphr CIP uses in connection with the SaaS Services.
6.3 CIP reserves the right to involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in actions that may involve breaches of this clause 6
6.4 If Ciphr CIP has reasonable grounds to suspect that the Customers representations, warranties or undertakings promises are inaccurateinaccurate or breached, untrue or breached the Agreement, Ciphr CIP may suspend (without prejudice to any right to terminate) the Customer’s rights, benefits or services under or terminate these terms and any licence attaching from time to time to the use of the Software, Services, any applicable Third Party Software or any applicable Third Party Service.Services
6.4 6.5 The Customer hereby agrees to hold harmless protect indemnify and defend Ciphr CIP and its subcontractors from any liability (including legal and administrative fees and costs on a full indemnity basis) or any claim, prosecution or suit, threatened or actual, arising from any breach by the Customer of its obligations under this clause 6 or from any use by Ciphr CIP of the Customer Content authorised by the Customer.
6.5 This 6.6 The foregoing warranties, promises and indemnities in this clause 6 shall survive any termination of this Agreement.these terms
Appears in 2 contracts
Samples: Cip Saas Service Agreement, Saas Agreement
Service Use. 6.1 The Customer represents, unconditionally represents warrants and undertakes that all Customer Content:Content including without limitation any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to CIP for the development of or integration into or use with or communication through the Services or the Software, any applicable Third Party Software
6.1.1 is are owned by the Customer or that the Customer has permission from the rightful owner to use such Customer Content in the Services or Software or any applicable Third Party Software in the manner and for the purposes required or approved by the Customer from time to time; and
6.1.2 is are in no way whatsoever a violation or infringement of any third party Intellectual Property, right of privacy or publicity or any other rights of any person and that they are not offensive, abusive, defamatory, obscene, menacing libellous or defamatory or in any other way unlawful and will not in any way inhibit restrict or impair the free and/or unrestricted performance by Ciphr CIP of any rights or obligations it has under this Agreement.these terms
6.2 The Customer represents, represents and warrants and undertakes that:
6.2.1 it possesses the legal right and ability to enter into and comply with this Agreement these terms and any licence conditions attaching from time to time to the use of the Software or Third Party Software or Third Party Service;Software
6.2.2 it will use the Services, the Software and, if applicable, any Third Party Software or Third Party Service for lawful purposes only and in accordance with all applicable laws and regulations;
6.2.3 except as may be permitted by law, it will not attempt to decompile, reverse engineer or hack any website or computer network Ciphr CIP uses in connection with the Services, Software, Third Party Software or any Third Party Service SaaS Services or to defeat or overcome any encryption and/or other technical protection methods implemented by Ciphr CIP with respect to any such website or network and/or data transmitted, processed or stored by Ciphr CIP or other users of such website or network;
6.2.4 it will not use any automatic or manual device or process nor take any steps (including penetration testing, without the prior written authority of CiphrCIP ) to interfere with or in any manner compromise any security measures or the proper working of any website or computer network Ciphr CIP uses in connection with the Services or any Third Party Service;SaaS Services
6.2.5 it will take all reasonable steps to ensure that Customer Users do not use any other individual’s or entity’s login or identity or any unauthorised or inadequately licensed computer, device or facility to access or use the SaaS Services or any Abbey House, 00-00 Xxxxxx Xx, Xxxxxx, Bucks, SL7 1DD Tel +00 (0)0000 000000 Fax +00 (0)0000 000000 xxx.xxxxx.xxx website or computer network Ciphr CIP uses in connection with the SaaS Services or any Third Party Service and that only System Administrators login and exercise System Administrator rights and privileges on any such website or network;
6.2.6 it will not collect any information or communication about Ciphr CIP or other users of SaaS Services or any Third Party Service by monitoring or intercepting any process of the Services, the Software or any applicable Third Party Software or Third Party Service;Software
6.2.7 it will notify CIP, as soon as practicable, if any changes to the Customer’s business operations or practices may adversely affect the SaaS Service or CIP’s compliance with its obligations under this agreement
6.2.8 it will not use any facility, device, software code or software instruction that is designed or intended to be used to provide a means of surreptitious or unauthorised access or that is designed or intended to distort, delete, damage or disassemble the Software, any applicable Third Party Software or Service, Third Party Service or any website or computer network Ciphr CIP uses in connection with the same;SaaS Services
6.2.8 6.2.9 it will not use the Services, Software, Software any applicable Third Party Software or, if applicable, any Third Party or the SaaS Services to develop, generate, transmit or store information that infringes any third party’s Intellectual Property or other proprietary right or is defamatory, harmful, abusive, obscene or hateful or transmits any unsolicited commercial communication not permitted by applicable law or constitutes harassment or a violation of privacy or threatens others or impersonates any other person or steals or assumes any person’s identity (whether a real identity or online nickname or alias); ) and
6.2.9 6.2.10 if requested by Ciphr CIP on reasonable grounds it will provide, based on its knowledge, information and belief having made all reasonable enquiries, true, accurate, current and complete information on its use of any website or computer network Ciphr CIP uses in connection with the SaaS Services.
6.3 CIP reserves the right to involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in actions that may involve breaches of this clause 6
6.4 If Ciphr CIP has reasonable grounds to suspect that the Customers representations, warranties or undertakings promises are inaccurateinaccurate or breached, untrue or breached the Agreement, Ciphr CIP may suspend (without prejudice to any right to terminate) the Customer’s rights, benefits or services under or terminate these terms and any licence attaching from time to time to the use of the Software, Services, any applicable Third Party Software or any applicable Third Party Service.Services
6.4 6.5 The Customer hereby agrees to hold harmless protect indemnify and defend Ciphr CIP and its subcontractors from any liability (including legal and administrative fees and costs on a full indemnity basis) or any claim, prosecution or suit, threatened or actual, arising from any breach by the Customer of its obligations under this clause 6 or from any use by Ciphr CIP of the Customer Content authorised by the Customer.
6.5 This 6.6 The foregoing warranties, promises and indemnities in this clause 6 shall survive any termination of this Agreement.these terms
Appears in 1 contract
Samples: Cip Saas Service Agreement
Service Use. 6.1 The Customer represents, unconditionally represents warrants and undertakes that all Customer Content:Content including without limitation any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to CIPHR for the development of or integration into or use with or communication through the Services or the Software, any applicable Third Party Software
6.1.1 is are owned by the Customer or that the Customer has permission from the rightful owner to use such Customer Content in the Services or Software or any applicable Third Party Software in the manner and for the purposes required or approved by the Customer from time to time; and
6.1.2 is are in no way whatsoever a violation or infringement of any third party Intellectual Property, right of privacy or publicity or any other rights of any person and that they are not offensive, abusive, defamatory, obscene, menacing libellous or defamatory or in any other way unlawful and will not in any way inhibit restrict or impair the free and/or unrestricted performance by Ciphr CIPHR of any rights or obligations it has under this Agreement.these terms
6.2 The Customer represents, represents and warrants and undertakes that:
6.2.1 it possesses the legal right and ability to enter into and comply with this Agreement these terms and any licence conditions attaching from time to time to the use of the Software or Third Party Software or Third Party Service;Software
6.2.2 it will use the Services, the Software and, if applicable, any Third Party Software or Third Party Service for lawful purposes only and in accordance with all applicable laws and regulations;
6.2.3 except as may be permitted by law, it will not attempt to decompile, reverse engineer or hack any website or computer network Ciphr CIPHR uses in connection with the Services, Software, Third Party Software or any Third Party Service SaaS Services or to defeat or overcome any encryption and/or other technical protection methods implemented by Ciphr CIPHR with respect to any such website or network and/or data transmitted, processed or stored by Ciphr CIPHR or other users of such website or network;
6.2.4 it will not use any automatic or manual device or process nor take any steps (including penetration testing, without the prior written authority of CiphrCIPHR) to interfere with or in any manner compromise any security measures or the proper working of any website or computer network Ciphr CIPHR uses in connection with the Services or any Third Party Service;
6.2.5 it will take all reasonable steps to ensure that Customer Users do not use any other individual’s or entity’s login or identity or any unauthorised or inadequately licensed computer, device or facility to access or use the Services or any website or computer network Ciphr CIPHR uses in connection with the Services or any Third Party Service and that only System Administrators login and exercise System Administrator rights and privileges on any such website or network;
6.2.6 it will not collect any information or communication about Ciphr CIPHR or other users of SaaS Services or any Third Party Service by monitoring or intercepting any process of the Services, the Software or any applicable Third Party Software or Third Party Service;Software
6.2.7 it will not use any facility, device, software code or software instruction that is designed or intended to be used to provide a means of surreptitious or unauthorised access or that is designed or intended to distort, delete, damage or disassemble the Software, any applicable Third Party Software or Service, Third Party Service or any website or computer network Ciphr CIPHR uses in connection with the same;SaaS Services
6.2.8 it will not use the Services, Software, Software any applicable Third Party Software or, if applicable, any Third Party or the SaaS Services to develop, generate, transmit or store information that infringes any third party’s Intellectual Property or other proprietary right or is defamatory, harmful, abusive, obscene or hateful or transmits any unsolicited commercial communication not permitted by applicable law or constitutes harassment or a violation of privacy or threatens others or impersonates any other person or steals or assumes any person’s identity (whether a real identity or online nickname or alias); ) and
6.2.9 if requested by Ciphr CIPHR on reasonable grounds it will provide, based on its knowledge, information and belief having made all reasonable enquiries, true, accurate, current and complete information on its use of any website or computer network Ciphr CIPHR uses in connection with the SaaS Services.
6.3 CIPHR reserves the right to involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in actions that may involve breaches of this clause 6
6.4 If Ciphr CIPHR has reasonable grounds to suspect that the Customers representations, warranties or undertakings promises are inaccurateinaccurate or breached, untrue or breached the Agreement, Ciphr CIPHR may suspend (without prejudice to any right to terminate) the Customer’s rights, benefits or services under or terminate these terms and any licence attaching from time to time to the use of the Software, Services, any applicable Third Party Software or any applicable Third Party Service.Services
6.4 6.5 The Customer hereby agrees to hold harmless protect indemnify and defend Ciphr CIPHR and its subcontractors from any liability (including legal and administrative fees and costs on a full indemnity basis) or any claim, prosecution or suit, threatened or actual, arising from any breach by the Customer of its obligations under this clause 6 or from any use by Ciphr CIPHR of the Customer Content authorised by the Customer.
6.5 This 6.6 The foregoing warranties, promises and indemnities in this clause 6 shall survive any termination of this Agreement.these terms Abbey House, 00-00 Xxxxxx Xx, Xxxxxx, Bucks, SL7 1DD Tel +00 (0)0000 000000 Fax +00 (0)0000 000000 xxx.xxxxx.xxx Page 6 of 12 v24-20170519
Appears in 1 contract
Samples: Services Agreement
Service Use. 6.1 The Customer unconditionally represents, warrants and undertakes that all Customer Content:Content including without limitation any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to CIPHR for the development of or integration into or use with or communication through the Services or the Software, any applicable Third Party Software
6.1.1 is are owned by the Customer or that the Customer has permission from the rightful owner to use such Customer Content in the Services or Software or any applicable Third Party Software in the manner and for the purposes required or approved by the Customer from time to time; and
6.1.2 is are in no way whatsoever a violation or infringement of any third party Intellectual Property, right of privacy or publicity or any other rights of any person and that they are not offensive, abusive, defamatory, obscene, menacing or in any other way unlawful and will not in any way inhibit restrict or impair the free and/or unrestricted performance by Ciphr CIPHR of any rights or obligations it has under this Agreement.these terms
6.2 The Customer represents, warrants and undertakes that:
6.2.1 it possesses the legal right and ability to enter into and comply with this Agreement these terms and any licence conditions attaching from time to time to the use of the Software or Third Party Software or Third Party Service;
6.2.2 it will use the Services, the Software and, if applicable, any Third Party Software or Third Party Service for lawful purposes only and in accordance with all applicable laws and regulations;
6.2.3 except as may be permitted by law, it will not attempt to decompile, reverse engineer or hack any website or computer network Ciphr CIPHR uses in connection with the Services, Software, Third Party Software or any Third Party Service SaaS Services or to defeat or overcome any encryption and/or other technical protection methods implemented by Ciphr CIPHR with respect to any such website or network and/or data transmitted, processed or stored by Ciphr CIPHR or other users of such website or network;
6.2.4 it will not use any automatic or manual device or process nor take any steps (including penetration testing, without the prior written authority of CiphrCIPHR) to interfere with or in any manner compromise any security measures or the proper working of any website or computer network Ciphr CIPHR uses in connection with the Services or any Third Party Service;
6.2.5 it will take all reasonable steps to ensure that Customer Users do not use any other individual’s or entity’s login or identity or any unauthorised or inadequately licensed computer, device or facility to access or use the Services or any website or computer network Ciphr CIPHR uses in connection with the Services or any Third Party Service and that only System Administrators login and exercise System Administrator rights and privileges on any such website or network;
6.2.6 it will not collect any information or communication about Ciphr CIPHR or other users of SaaS Services or any Third Party Service by monitoring or intercepting any process of the Services, the Software or any applicable Third Party Software or Third Party Service;Software
6.2.7 it will not use any facility, device, software code or software instruction that is designed or intended to be used to provide a means of surreptitious or unauthorised access or that is designed or intended to distort, delete, damage or disassemble the Software, any applicable Third Party Software or Service, Third Party Service or any website or computer network Ciphr CIPHR uses in connection with the same;SaaS Services
6.2.8 it will not use the Services, Software, any applicable Third Party Software or, if applicable, any Third Party Services or the SaaS Services to develop, generate, transmit or store information that infringes any third party’s Intellectual Property or other proprietary right or is defamatory, harmful, abusive, obscene or hateful or transmits any unsolicited commercial communication not permitted by applicable law or constitutes harassment or a violation of privacy or threatens others or impersonates any other person or steals or assumes any person’s identity (whether a real identity or online nickname or alias); ) and
6.2.9 if requested by Ciphr CIPHR on reasonable grounds it will provide, based on its knowledge, information and belief having made all reasonable enquiries, true, accurate, current and complete information on its use of any website or computer network Ciphr CIPHR uses in connection with the SaaS Services.
6.3 CIPHR reserves the right to involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in actions that may involve breaches of this clause 6
6.4 If Ciphr CIPHR has reasonable grounds to suspect that the Customers representations, warranties or undertakings promises are inaccurate, untrue inaccurate or breached the Agreement, Ciphr CIPHR may suspend (without prejudice to any right to terminate) the Customer’s rights, benefits or services under or terminate these terms and any licence attaching from time to time to the use of the Software, Services, any applicable Third Party Software or any applicable Third Party Service.Services
6.4 6.5 The Customer hereby agrees to hold harmless protect indemnify and defend Ciphr CIPHR and its subcontractors from any liability (including legal and administrative fees and costs on a full indemnity basis) or any claim, prosecution or suit, threatened or actual, arising from any breach by the Customer of its obligations under this clause 6 or from any use by Ciphr CIPHR of the Customer Content authorised by the Customer.
6.5 This 6.6 The foregoing warranties, promises and indemnities in this clause 6 shall survive any termination of this Agreement.these terms
Appears in 1 contract
Samples: Saas Agreement
Service Use. 6.1 The Customer represents, unconditionally represents warrants and undertakes that all Customer Content:Content including without limitation any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to CIP for the development of or integration into or use with or communication through the Services or the Software, any applicable Third Party Software
6.1.1 is are owned by the Customer or that the Customer has permission from the rightful owner to use such Customer Content in the Services or Software or any applicable Third Party Software in the manner and for the purposes required or approved by the Customer from time to time; and
6.1.2 is are in no way whatsoever a violation or infringement of any third party Intellectual Property, right of privacy or publicity or any other rights of any person and that they are not offensive, abusive, defamatory, obscene, menacing libellous or defamatory or in any other way unlawful and will not in any way inhibit restrict or impair the free and/or unrestricted performance by Ciphr CIP of any rights or obligations it has under this Agreement.these terms
6.2 The Customer represents, represents and warrants and undertakes that:
6.2.1 it possesses the legal right and ability to enter into and comply with this Agreement these terms and any licence conditions attaching from time to time to the use of the Software or Third Party Software or Third Party Service;Software
6.2.2 it will use the Services, the Software and, if applicable, any Third Party Software or Third Party Service for lawful purposes only and in accordance with all applicable laws laws, regulations and regulations;CIP policies
6.2.3 except as may be permitted by law, it will not attempt to decompile, reverse engineer or hack any website or computer network Ciphr CIP uses in connection with the Services, Software, Third Party Software or any Third Party Service SaaS Services or to defeat or overcome any encryption and/or other technical protection methods implemented by Ciphr CIP with respect to any such website or network and/or data transmitted, processed or stored by Ciphr CIP or other users of such website or network;
6.2.4 it will not use any automatic or manual device or process nor take any steps (including penetration testing, without the prior written authority of CiphrCIP ) to interfere with or in any manner compromise any security measures or the proper working of any website or computer network Ciphr CIP uses in connection with the Services or any Third Party Service;SaaS Services
6.2.5 it will take all reasonable steps to ensure that Customer Users do not use any other individual’s or entity’s login or identity or any unauthorised or inadequately licensed computer, device or facility to access or use the SaaS Services or any website or computer network Ciphr CIP uses in connection with the SaaS Services or any Third Party Service and that only System Administrators login and exercise System Administrator rights and privileges on any such website or network;
6.2.6 it will not collect any information or communication about Ciphr CIP or other users of SaaS Services or any Third Party Service by monitoring monitoring, interdicting or intercepting any process of the Services, the Software or any applicable Third Party Software or Third Party Service;Software
6.2.7 it will notify CIP, as soon as practicable, if any changes to the Customer’s business operations or practices may adversely affect the SaaS Service or CIP’s obligations under this Agreement
6.2.8 it will not use any facility, device, software code or software instruction that is designed or intended to be used to provide a means of surreptitious or unauthorised access or that is designed or intended to distort, delete, damage or disassemble the Software, any applicable Third Party Software or ServiceSoftware, Third Party Service the Services or any website or computer network Ciphr CIP uses in connection with the same;SaaS Services
6.2.8 6.2.9 it will not use the Services, Software, Software any applicable Third Party Software or, if applicable, any Third Party or the SaaS Services to develop, generate, transmit or store information that infringes any third party’s Intellectual Property intellectual property or other proprietary right or is defamatory, harmful, abusive, obscene or hateful or transmits performs any unsolicited commercial communication not permitted by applicable law or constitutes is harassment or a violation of privacy or threatens others or impersonates any other person or steals or assumes any person’s identity (whether a real identity or online nickname or alias); ) and
6.2.9 6.2.10 if requested by Ciphr CIP on reasonable grounds it will provide, based on its knowledge, information and belief having made all reasonable enquiries, provide true, accurate, current and complete information on its use of any website or computer network Ciphr CIP uses in connection with the SaaS Services.
6.3 CIP reserves the right to involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in actions that may involve breaches of this clause 6
6.4 If Ciphr CIP has reasonable grounds to suspect that the Customers representations, warranties or undertakings promises are inaccurateinaccurate or breached, untrue or breached the Agreement, Ciphr CIP may suspend (without prejudice to any right to terminate) the Customer’s rights, benefits or services under or terminate these terms and any licence attaching from time to time to the use of the Software, Services, any applicable Third Party Software or any applicable Third Party Service.Services
6.4 6.5 The Customer hereby agrees to hold harmless protect indemnify and defend Ciphr CIP and its subcontractors from any liability (including legal and administrative fees and costs on a full indemnity basis) or any claim, prosecution or suit, threatened or actual, arising from any breach by the Customer of its obligations under this clause 6 or from any use by Ciphr CIP of the Customer Content authorised by the Customer.
6.5 This 6.6 The foregoing warranties, promises and indemnities in this clause 6 shall survive any termination of this Agreement.these terms
Appears in 1 contract
Samples: Cip Saas Service Agreement
