Common use of Subscriber Obligations Clause in Contracts

Subscriber Obligations. 5.1 Subscriber will (a) comply with all applicable laws, statutes, regulations and ordinances, (b) only use the Services for legitimate business purposes and (c) not use the Services for illegitimate purposes which includes, but is not limited to, the transmission of Spam, Malware, or excessive email. 5.2 If Cyren, in its discretion, determines that Subscriber is using the Services to distribute Spam or Malware, or for any other illegitimate purpose, Cyren may suspend the Services until the problem is resolved or terminate the Services. A suspension or termination in such case will not result in any refund to Subscriber. 5.3 Cyren may, at any time, test whether Subscriber’s email system is acting as an Open Relay. If Cyren, in its discretion, determines that Subscriber’s email system is acting as an Open Relay, Cyren will inform Subscriber and may suspend the provision of CES until the problem is resolved or terminate the Services. A suspension in such case will not result in any refund to Subscriber. 5.4 Subscriber represents and warrants that it is authorized to receive the Services and that the receipt of the Services by Subscriber does not violate any applicable law or any statute or violate any contractual obligations that Subscriber has to any third party. Subscriber shall obtain all necessary consents from users of its systems (including all employees and independent contractors) in order to employ the Services, including regarding the interception, reading, copying or filtering of emails and attachments. Subscriber shall not use the Services to filter, screen, manage or censor Internet content for consumers without permission from the affected consumers and Cyren’s express prior written approval which may be withheld in Cyren’s sole discretion. 5.5 Subscriber will defend, indemnify and hold Cyren harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any claims, demands, suits, or proceedings (“Claims”) made or brought against Cyren or its Affiliates by a third party alleging arising out of or related to Subscriber’s or its Affiliates or personnel (i) violation of its obligations in this Section 5; (ii) infringement of intellectual property rights; (iii) civil or criminal offenses; (iv) transmission or posting of obscene, indecent, or pornographic materials; (v) transmission or posting of any material which is slanderous, defamatory, offensive, abusive, or menacing or which causes annoyance or needless anxiety to any other person; or (vi) transmission of information through the Services.

Subscriber Obligations. 5.1 Subscriber will (a) comply with all applicable laws, statutes, regulations and ordinances, (b) ordinances and only use the Services Service for legitimate business purposes and (c) not use the Services for illegitimate purposes which includes, but is not limited to, the transmission of Spam, Malware, or excessive email.purposes 5.2 If Cyren, in its discretion, determines that Subscriber is using the Services to distribute Spam or Malware, or for any other Service in connection with an illegitimate purpose, Cyren may suspend the Services Service until the problem is resolved or terminate the ServicesService. A suspension or termination in such case will not result in any refund to Subscriber. 5.3 Cyren may, at any time, test whether Subscriber’s email system is acting as an Open Relay. If Cyren, in its discretion, determines that Subscriber’s email system is acting as an Open Relay, Cyren will inform Subscriber and may suspend the provision of CES until the problem is resolved or terminate the Services. A suspension in such case will not result in any refund to Subscriber. 5.4 Subscriber represents and warrants that it is authorized to receive the Services Service and that the receipt of the Services Service by Subscriber does not violate any applicable law or any statute or violate any contractual obligations that Subscriber has to any third party. Subscriber shall obtain all necessary consents from users of its systems (including all employees and independent contractors) in order to employ the ServicesService. 5.4 Subscriber will take all reasonable steps to safeguard the Service to ensure that no unauthorized person has access and that no unauthorized copy, including regarding publication, disclosure or distribution, in any form is made. The Service contains valuable, confidential information and trade secrets and unauthorized use or copying is harmful to Cyren. Except to the interceptionlimited extent applicable laws specifically prohibit such restriction, readingSubscriber may not directly or indirectly transfer, copying assign, publish, display, disclose, rent, lease, modify, loan, distribute, or filtering of emails and attachmentscreate derivative works based on the Service or any part thereof. Subscriber may not, in whole or in part, reverse engineer, decompile, translate, adapt, disassemble or seek the source code of the Service. Subscriber may not, and shall not use allow third parties to, publish, distribute or disclose the Services to filter, screen, manage or censor Internet content for consumers results of any benchmark tests performed on the Service without permission from the affected consumers and Cyren’s express prior written approval which or allow access to, provide, divulge or make available the Service to any user other than Subscriber’s employees and individual contractors who have a need to such access and who shall be bound by nondisclosure obligations that are at least as restrictive as the terms contained herein. Subscriber may be withheld in Cyren’s sole discretion. 5.5 Subscriber will defendalso not, indemnify and hold Cyren harmless against directly or indirectly, write or develop any lossderivative works based upon the Service, damage modify, adapt, translate or costs (including reasonable attorneys’ fees) incurred in connection with otherwise make any claimschanges to the Service or any part thereof, demands, suitsuse the Service to provide processing services to third parties, or proceedings (“Claims”) made or brought against Cyren or its Affiliates by a third use any third-party alleging arising out of or related to Subscriber’s or its Affiliates or personnel (i) violation of its obligations software included in this Section 5; (ii) infringement of intellectual property rights; (iii) civil or criminal offenses; (iv) transmission or posting of obscenethe Service, indecentif applicable, or pornographic materials; (v) transmission or posting of any material which is slanderous, defamatory, offensive, abusive, or menacing or which causes annoyance or needless anxiety to any other person; or (vi) transmission of information through independently from the ServicesService.

Subscriber Obligations. 5.1 Subscriber will (a) comply The Subscriber shall designate to Nasdaq in writing, a security contact person (“Security Administrator”), or multiple or alternative Security Administrator(s), along with all applicable lawsa clear explanation of such person’s scope of authority related to the Service. Nasdaq may request clarification of the information about the Security Administrator(s), statutesor object to the Security Administrator(s) for any reason, regulations and ordinancesincluding administrative burden on Nasdaq, or lack of clarity of the information provided about each Security Administrator’s authority. (b) only use The responsibilities of a Security Administrator are set forth in the Services Nasdaq Requirements and Security Administrator Responsibility section of Attachment A, hereto. The Subscriber shall cause each Security Administrator to comply with the Nasdaq Requirements and the Security Administrator Responsibility section of Attachment A. The Subscriber shall be responsible, under regulation, contract, tort or otherwise, for legitimate business purposes and all actions or omissions of a Security Administrator (including those that were to have been performed by a Security Administrator, had one been named or available at the time). (c) The responsibilities of a User are set forth in the Nasdaq Requirements and the User Responsibility section of Attachment A, hereto. The Subscriber shall cause each User to comply with the Nasdaq Requirements and the User Responsibility section of Attachment A. The Subscriber shall be responsible, under regulation, contract, and/or tort or otherwise, for all actions or omissions of a User or any other person, authorized or not, who gains access to the Service or a portion of the Service that uses a Security Device assigned to such User (including those that were to have been performed by the User, had he or she been named or available at the time). (d) Subscriber shall not use reverse engineer, decode, decompile, attempt to tamper with or evade, or discover the Services for illegitimate purposes which includesmethod of operations or defeat any Security Device. If applicable law authorizes Subscriber to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, but then Subscriber may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law. (e) Subscriber shall comply, at Subscriber’s expense, with all reasonable security specifications or instructions of Nasdaq in order to prevent the Service from being improperly used or accessed or the information and data from being improperly taken from any of Subscriber or its places of business/residence. (f) If Subscriber actually knows or discovers a weakness in or about any particular breach of any Security Device to the extent such information is not limited togenerally known to the public, Subscriber shall immediately notify Nasdaq of the transmission information Subscriber has about the weakness or breach. (g) Nasdaq shall have the right, without Notice or liability, to suspend Subscriber's access to the Service if the failure on the part of Spam, Malwarethe Subscriber to comply with the Agreement has, or excessive emailSubscriber's use of the Service may have, an adverse impact on the operation or performance of the Service. 5.2 If Cyren, in its discretion, determines (h) Subscriber will maintain such accurate and verifiable records regarding the use of the Service and including the names and locations of all Users that Subscriber is using the Services to distribute Spam or Malware, or for any other illegitimate purpose, Cyren may suspend the Services until the problem is resolved or terminate the Services. A suspension or termination in such case will not result in any refund to Subscriber. 5.3 Cyren may, at any time, test whether Subscriber’s email system is acting as an Open Relay. If Cyren, in its discretion, determines that Subscriber’s email system is acting as an Open Relay, Cyren will inform Subscriber and may suspend the provision of CES until the problem is resolved or terminate the Services. A suspension in such case will not result in any refund to Subscriber. 5.4 Subscriber represents and warrants that it is authorized to receive the Services Service, and that the receipt will make these records available for a period of the Services three (3) years in a form acceptable to Nasdaq for inspection by Subscriber does not violate any applicable law or any statute or violate any contractual obligations that Subscriber has to any third partyNasdaq’s auditors upon reasonable Notice. Subscriber shall obtain all necessary consents from users make its premises and personnel available to Nasdaq for review of its systems (including all employees said records and independent contractors) in order to employ the Services, including regarding the interception, reading, copying or filtering for physical inspection of emails and attachments. Subscriber shall not use the Services to filter, screen, manage or censor Internet content for consumers without permission from the affected consumers and Cyren’s express prior written approval which may be withheld in Cyren’s sole discretion. 5.5 Subscriber will defend, indemnify and hold Cyren harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any claims, demands, suits, or proceedings (“Claims”) made or brought against Cyren or its Affiliates by a third party alleging arising out of or related to Subscriber’s or its Affiliates or personnel (i) violation use of its obligations in the Service, all at reasonable times, upon reasonable Notice, to ensure compliance with this Section 5; (ii) infringement of intellectual property rights; (iii) civil or criminal offenses; (iv) transmission or posting of obscene, indecent, or pornographic materials; (v) transmission or posting of any material which is slanderous, defamatory, offensive, abusive, or menacing or which causes annoyance or needless anxiety to any other person; or (vi) transmission of information through the ServicesAgreement.

Subscriber Obligations. 5.1 Subscriber will (a) comply with all applicable lawsIf Subscriber actually knows or discovers a weakness in or about any particular breach of any Security Device assigned to Subscriber’s Pricing Agent to the extent such information is not generally known to the public, statutes, regulations and ordinances, Subscriber shall immediately notify Nasdaq of the information Subscriber has about the weakness or breach. (b) only Nasdaq shall have the right, without Notice or liability, to suspend Subscriber's access to the Service, or the access of Subscriber’s Pricing Agent, if the failure on the part of the Subscriber or its Pricing Agent to comply with the Agreement has, or Subscriber's or its Pricing Agent’s use of the Services for legitimate business purposes and Service may have, an adverse impact on the operation or performance of the Service. (c) not use Subscriber will maintain such accurate and verifiable records regarding the Services Data and including the names and locations of its Pricing Agent, and will make these records available for illegitimate purposes which includesa period of three (3) years in a form acceptable to Nasdaq for inspection by Nasdaq’s auditors upon reasonable Notice. Subscriber shall make its premises and personnel available to Nasdaq for review of said records, but is not limited toall at reasonable times, the transmission of Spamupon reasonable Notice, Malware, or excessive emailto ensure compliance with this Agreement. 5.2 If Cyren(d) Subscriber represents and agrees that it shall make reasonable efforts to ensure that its Data is calculated and reported to Nasdaq consistently in accordance with the provisions of this Agreement and the Nasdaq Requirements, including Exhibit A. Nasdaq reserves the right to amend Exhibit A upon reasonable notice to either to the Subscriber or to the Pricing Agent. Only a mutual fund or money market fund of Subscriber (“Fund”) which is authorized by Nasdaq for inclusion in the Service shall have its discretionData submitted. (e) Unless other options are provided, determines that Subscriber shall submit to Nasdaq, on behalf of each Fund, within 30 days of the end of each calendar year, a statement in the form of Exhibit B certified by an officer of the Fund as of the end of said calendar year. The certification form is using attached hereto as Exhibit B. Nasdaq reserves the Services right to distribute Spam or Malware, or for any other illegitimate purpose, Cyren may suspend amend Exhibit B upon reasonable notice to the Services until the problem is resolved or terminate the Services. A suspension or termination in such case will not result in any refund to Subscriber. 5.3 Cyren may(f) Subscriber shall maintain records of the Data submitted to Nasdaq through the Pricing Agent pursuant to the Nasdaq Requirements and will make such records available to any authorized representative of Nasdaq upon request. (g) If the Subscriber is a money market fund, at it understands that the submission of yield quotations shall be withheld if there has been any time, test whether Subscriber’s email system is acting as an Open Relay. If Cyren, change in its discretionnet asset value per share (as in effect for sales or redemptions) during the period covered by the quotations. (h) Subscriber shall promptly notify Nasdaq, determines that Subscriber’s email system is acting as an Open Relayspecified in Exhibit A, Cyren will inform of a change in the name of the Subscriber and may suspend and/or the provision Pricing Agent, the address of CES until the problem is resolved Subscriber and/or the Pricing Agent or terminate the Servicesother relevant information. A suspension in such case will not result Material inaccuracies in any refund Data, including daily reports and Exhibit B, shall be subject to Subscriberthe same obligations to Nasdaq and the public as Nasdaq issuers are required with respect to disclosure of material information. 5.4 Subscriber represents and warrants that it is authorized to receive the Services and that the receipt of the Services by Subscriber does not violate any applicable law or any statute or violate any contractual obligations that Subscriber has to any third party. Subscriber shall obtain all necessary consents from users of its systems (including all employees and independent contractors) in order to employ the Services, including regarding the interception, reading, copying or filtering of emails and attachments. Subscriber shall not use the Services to filter, screen, manage or censor Internet content for consumers without permission from the affected consumers and Cyren’s express prior written approval which may be withheld in Cyren’s sole discretion. 5.5 Subscriber will defend, indemnify and hold Cyren harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any claims, demands, suits, or proceedings (“Claims”) made or brought against Cyren or its Affiliates by a third party alleging arising out of or related to Subscriber’s or its Affiliates or personnel (i) violation Subscriber transfers to Nasdaq all right, title and interest, including, without limitation, all rights of copyright, in the Data provided to Nasdaq by the Pricing Agent. The delivery of the Data to Nasdaq shall be conclusively deemed to effect the transfer. Nothing herein, however, shall diminish the rights of the Subscriber in its obligations Data or in the Data's use outside of this Section 5; Agreement. (iij) infringement of intellectual property rights; (iii) civil or criminal offenses; (iv) transmission or posting of obscene, indecent, or pornographic materials; (v) transmission or posting of any material The means by which is slanderous, defamatory, offensive, abusive, or menacing or which causes annoyance or needless anxiety to any other person; or (vi) transmission of information through the ServicesPricing Agent shall access the Service shall be as determined by Nasdaq.

Subscriber Obligations. 5.1 Subscriber will (a) Compliance with Applicable Laws. Subscriber shall comply with all local, state, federal, and international laws and regulations, including, without limitation, and as applicable the FCRA (collectively, "Laws"), applicable to Subscriber in connection with its procurement and use of Screening Reports and other services provided pursuant to this Agreement. If utilizing HireRight`s FCRA-regulated services, Subscriber is considered a "user" of Screening Reports under the FCRA and applicable state law, and accordingly: (i) Subscriber shall comply with its compliance certifications and obligations set forth in Attachment A, and (ii) Subscriber acknowledges it has received, reviewed and will comply with its obligations in the Notice to Users of Consumer Reports: Obligations Of Users Under The FCRA currently available at:xxx.xxxxxxxxx.xxx/xxxx/xxxXxxxxxXxXxxxx. pdf. Subscriber acknowledges that if it obtains services from HireRight under this Agreement that fall outside the scope of the FCRA and similar United States laws ("Non- US Services"), then Subscriber may have additional or different legal obligations than those described in this section, and Subscriber shall comply with all such Laws and obligations. Subscriber shall promptly notify HireRight if Subscriber believes it has failed to fulfill any obligation in this Agreement, including, without limitation, those obligations related to confidentiality, consumer privacy, data protection, and compliance with Laws. (b) Account Credentialing, Access and Maintenance. Prior to obtaining services from HireRight, Subscriber must satisfy HireRight`s client credentialing requirements, which may include a physical on-site inspection. Subscriber shall cooperate with HireRight`s client credentialing process and pay the associated fee, if any, set forth in this Agreement. Subscriber shall designate to HireRight the name of a "Super User(s)" who shall be: (i) Subscriber`s main contact(s) for the services obtained under this Agreement, and (ii) responsible for the strict administration and control of Subscriber`s account login codes and passwords. The Super User(s) shall identify and authorize all Subscriber account users and their respective access privileges, and promptly notify HireRight of any changes to Subscriber`s company name, physical address, account users and if any account login codes or passwords become invalid, inactive or compromised in any manner. In accordance with Section 4, a Super User may be an Outsourced Provider. (c) Data Privacy and Security. Subscriber shall maintain commercially reasonable and appropriate technical, physical, administrative and other organizational precautions and security measures to protect against unauthorized access to and/or misuse of the HireRight system and Screening Reports. At a minimum, Subscriber shall comply with the Information Access & Security Requirements set forth in Attachment A. HireRight may, in its reasonable discretion and without penalty, suspend and, upon written notice, cancel Subscriber`s account if HireRight reasonably suspects or identifies any misuse of or unauthorized access to its system and/or Screening Reports through Subscriber`s account. (d) Audits and Record Retention. HireRight, on behalf of itself and/or its Suppliers (e.g. State Departments of Motor Vehicles, National Credit Bureaus, etc.) may conduct reasonable periodic audits of Subscriber`s compliance with this Agreement. Unless otherwise prohibited by applicable Laws, Subscriber shall, for a minimum period of five (5) years, maintain copies of all Applicant screening disclosure/consent forms and, as applicable, all pre-adverse and adverse action notices (as further described in Attachment A). Subscriber shall, upon reasonable advance notice, during its normal business hours, make available to HireRight and/or its Suppliers such documentation reasonably requested to demonstrate Subscriber`s compliance with its obligations in this Agreement. If Subscriber becomes aware of an audit initiated by a third-party involving HireRight`s Screening Reports or other services provided pursuant to this Agreement, Subscriber shall provide HireRight prompt written notice of the audit. Subscriber shall not provide access to its HireRight account or Screening Reports to any auditing party unless required to do so by applicable Laws and HireRight expressly consents to such access request. (e) Prohibition on Resale or Reuse of Reports. Subscriber shall not, directly or indirectly, sell, transfer, disclose the contents of or distribute Screening Reports, in whole or in part, to any third-party (other than to the applicable Applicant or in conjunction with a Required Disclosure, as defined below in Section 10(c)). Subscriber shall use Screening Reports solely as an end-user, for a single, one-time use. (f) Adjudication Details and Responsibility. This Section 2(f) is only applicable if Subscriber utilizes HireRight`s Managed Adjudication Services, as described below and subject to applicable product/service specifications. If Subscriber elects to obtain such services, Subscriber shall provide HireRight with the criteria, guidelines and instructions established by Subscriber for determining whether the information in an Applicant`s Screening Report satisfies Subscriber`s eligibility criteria ("Adjudication Guidelines"). HireRight will apply Subscriber`s Adjudication Guidelines to the Screening Report information reported by HireRight and then provide to Subscriber a status that reflects the outcome of such application ("Managed Adjudication Services"); provided, however, that HireRight will not apply any "does not meet" or equivalent final adverse status, which ultimately must be determined and applied by Subscriber. If HireRight performs Managed Adjudication Services on behalf of Subscriber, HireRight`s sole responsibility will be to perform such services accurately in accordance with Subscriber`s then-current Adjudication Guidelines provided to HireRight. Subscriber represents and warrants to HireRight that the Adjudication Guidelines comply with all applicable laws, statutes, regulations Laws and ordinances, (b) only use the Services for legitimate business purposes and (c) not use the Services for illegitimate purposes which includes, but is not limited to, the transmission of Spam, Malware, or excessive email. 5.2 If Cyren, in its discretion, determines acknowledges that Subscriber is using solely responsible for the Services creation and content of the Adjudication Guidelines and for ensuring such compliance on an ongoing basis. Subscriber may update its Adjudication Guidelines from time to distribute Spam or Malwaretime by providing advance written notice to HireRight, or for any other illegitimate purpose, Cyren may suspend the Services until the problem is resolved or terminate the Services. A suspension or termination in and such case updated Adjudication Guidelines will not result in any refund be effective upon HireRight`s written confirmation to Subscriber. 5.3 Cyren may, at any time, test whether Subscriber’s email system is acting as an Open Relay. If Cyren, in its discretion, determines that Subscriber’s email system is acting as an Open Relay, Cyren will inform Subscriber and may suspend the provision of CES until the problem is resolved or terminate the Services. A suspension in such case will not result in any refund to Subscriber. 5.4 Subscriber represents and warrants that it is authorized to receive the Services and that the receipt of the Services by Subscriber does not violate any applicable law or any statute or violate any contractual obligations that Subscriber has to any third party. Subscriber shall obtain all necessary consents from users of its systems (including all employees and independent contractors) in order to employ the Services, including regarding the interception, reading, copying or filtering of emails and attachments. Subscriber shall not use the Services to filter, screen, manage or censor Internet content for consumers without permission from the affected consumers and Cyren’s express prior written approval which may be withheld in Cyren’s sole discretion. 5.5 Subscriber will defend, indemnify and hold Cyren harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any claims, demands, suits, or proceedings (“Claims”) made or brought against Cyren or its Affiliates by a third party alleging arising out of or related to Subscriber’s or its Affiliates or personnel (i) violation of its obligations in this Section 5; (ii) infringement of intellectual property rights; (iii) civil or criminal offenses; (iv) transmission or posting of obscene, indecent, or pornographic materials; (v) transmission or posting of any material which is slanderous, defamatory, offensive, abusive, or menacing or which causes annoyance or needless anxiety to any other person; or (vi) transmission of information through the Services.