Common use of THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES Clause in Contracts

THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES. 3.1 Password/ID Any password/ID issued by Nearmap to a Seat user is personal and confidential to that user. If Nearmap suspects that any password/ID is being used by an unauthorised person, by a different Seat user to the person whom it was issued to or the number of Seat users has been exceeded, Nearmap may:‌ (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretion; (c) immediately cease the Licensee’s access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees for the applicable Product, in respect of any such unauthorised use; and/or (e) exercise any other right available to Nearmap under the terms of this Agreement or at law. 3.2 Downtime Nearmap will use reasonable endeavours to ensure that the Website remains available but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. As soon as Nearmap becomes aware of any Fault, Nearmap will use reasonable endeavours to:‌ (a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimise any disruption to the Licensee’s use of the Products.‌ 3.3 Expiry The Licensee’s Licence will expire at the end of the Term unless renewed in accordance with clause 1.3 and may be suspended or terminated in accordance with clause 6.2 if the Licensee is in breach of this Agreement.

Appears in 2 contracts

Samples: Products Agreement, Products Agreement

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THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES. 3.1 Password/ID Any password/ID issued by Nearmap to a Seat user an Authorized User is personal and confidential to that user. If Nearmap suspects that any password/ID is being used by an unauthorised personunauthorized user, by a different Seat user Authorized User to the person whom it was issued to or the number of Seat users has been exceededto, Nearmap may:‌may: (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product including but not limited to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretionimagery for the remainder of the month; (c) immediately cease the Licensee’s access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees charges in accordance with Nearmap’s then current price list for the applicable Product, in respect of any such unauthorised unauthorized use; and/or (e) exercise any other right available to Nearmap under the terms of this Agreement or at lawAgreement. 3.2 Downtime Nearmap will use reasonable endeavours endeavors to ensure that the Website remains available but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. As soon as Nearmap becomes aware of any Fault, Nearmap will use reasonable endeavours to:‌endeavors to: (a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimise any disruption to the Licensee’s use of the Products.‌Products. 3.3 Expiry Integration The Licensee has three (3) months from the Commencement Date to enable integration of the Products into the Licensee’s Licence Platform (Integration Period). Nearmap, in its sole discretion, will expire at the end of the Term unless renewed in accordance with clause 1.3 and may be suspended or terminated in accordance with clause 6.2 if notify the Licensee is in breach of this Agreement.within fourteen‌

Appears in 2 contracts

Samples: Products Agreement, Products Agreement

THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES. 3.1 Password/ID Any password/ID issued by Nearmap to a Seat user is personal and confidential conf idential to that user. If Nearmap suspects that any password/ID is being used by an unauthorised personuser, by a different dif f erent Seat user to the person whom it was issued to or the number of Seat users has hav e been exceeded, Nearmap may:‌may :‌ (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product including but not limited to low resolution imagery, imagery f or apply any other restrictions on access that Nearmap determines in its absolute discretionthe remainder of the month; (c) immediately cease the Licensee’s access to the Product; (d) require the Licensee to pay for f or any additional fees due based on the standard Nearmap Fees for charges in accordance with Nearmap’s then current price list f or the applicable Product, in respect of any such unauthorised use; and/or (e) exercise any other right available av ailable to Nearmap under the terms of this Agreement or at lawAgreement. 3.2 Downtime Nearmap will use reasonable endeavours endeav ours to ensure that the Website remains available av ailable but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever wherev er possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. As soon as Nearmap becomes aware of any Fault, Nearmap will use reasonable endeavours to:‌endeav ours to: (a) allocate such resources as may be necessary to remedy the Fault; andand‌ (b) otherwise take all reasonable steps to remedy the Fault so as to minimise any disruption to the Licensee’s use of the Products.‌ 3.3 Expiry The Licensee’s Licence will expire at the end of the Term unless renewed in accordance with clause 1.3 and may be suspended or terminated in accordance with clause 6.2 if the Licensee is in breach of this AgreementProducts.

Appears in 1 contract

Samples: Products Agreement

THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES. 3.1 Password/ID Authorized Users Any password/ID issued by Nearmap to a Seat user an Authorized User is personal and confidential to that userAuthorized User. If Nearmap suspects that any password/ID is being used by an unauthorised unauthorized person, by a different Seat user Authorized User to the person to whom it was issued to issued, or the number of Seat users Authorized Users has been exceeded, Nearmap may:‌may: (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretion; (c) immediately cease the Licensee’s access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees for the applicable Product, in respect of any such unauthorised unauthorized use; and/or (e) exercise any other right available to Nearmap under the terms of this Agreement or at law. 3.2 Downtime Nearmap will use reasonable endeavours efforts to ensure that the Website remains available but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. As soon as The Licensee may elect to subscribe to the Nearmap status page at xxxxx://xxxxxx.xxxxxxx.xxx/ to receive notifications and updates relating to planned maintenance and uptime/downtime of the Website and APIs. When Nearmap becomes aware of any Fault, Nearmap will use reasonable endeavours to:‌efforts to: (a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimise minimize any disruption to the Licensee’s use of the Products.‌ 3.3 Expiry The Licensee’s Licence will expire at the end of the Term unless renewed in accordance with clause 1.3 and may be suspended or terminated in accordance with clause 6.2 if the Licensee is in breach of this AgreementProducts.

Appears in 1 contract

Samples: Interlocal Agreement

THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES. 3.1 Password/ID Any password/ID issued by Nearmap to a Seat user an Authorized User is personal and confidential to that userAuthorized User. If Nearmap suspects that any password/ID is being used by an unauthorised personunauthorized user, by a different Seat user Authorized User to the person whom it was issued to or the number of Seat users Authorized Users has been exceeded, Nearmap may:‌may: (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product including but not limited to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretionimagery for the remainder of the month; (c) immediately cease the Licensee’s access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees charges in accordance with Nearmap’s then current price list for the applicable Product, in respect of any such unauthorised unauthorized use; and/or (e) exercise any other right available to Nearmap under the terms of this Agreement or at lawAgreement. 3.2 Downtime Nearmap will use reasonable endeavours efforts to ensure that the Website remains available but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. As soon as When Nearmap becomes aware of any Fault, Nearmap will use reasonable endeavours to:‌efforts to: (a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimise minimize any disruption to the Licensee’s use of the Products.‌ 3.3 Expiry The Licensee’s Licence will expire at the end of the Term unless renewed in accordance with clause 1.3 and may be suspended or terminated in accordance with clause 6.2 if the Licensee is in breach of this AgreementProducts.

Appears in 1 contract

Samples: Products Agreement

THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES. 3.1 Password/ID Any password/ID issued by Nearmap to a Seat user is personal and confidential to that user. If Nearmap suspects that any password/ID is being used by an unauthorised personuser, by a different Seat user to the person whom it was issued to or the number of Seat users has have been exceeded, Nearmap may:‌ (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product including but not limited to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretionimagery for the remainder of the month; (c) immediately cease the Licensee’s access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees charges in accordance with Nearmap’s then current price list for the applicable Product, in respect of any such unauthorised use; and/or (e) exercise any other right available to Nearmap under the terms of this Agreement or at lawAgreement. 3.2 Downtime Nearmap will use reasonable endeavours to ensure that the Website remains available but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. As soon as Nearmap becomes aware of any Fault, Nearmap will use reasonable endeavours to:‌ (a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimise any disruption to the Licensee’s use of the Products.‌ 3.3 Expiry The Licensee’s Licence will expire at the end of the Term unless renewed in accordance with clause 1.3 and may be suspended or terminated in accordance with clause 6.2 if the Licensee is in breach of this Agreement.

Appears in 1 contract

Samples: Products Agreement

THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES. 3.1 Password/ID Any password/ID issued by Nearmap to a Seat user an Authorized User is personal and confidential to that user. If Nearmap suspects that any password/ID is being used by an unauthorised personunauthorized user, by a different Seat user Authorized User to the person whom it was issued to or the number of Seat users has been exceededto, Nearmap may:‌may: (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product including but not limited to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretionimagery for the remainder of the month; (c) immediately cease the Licensee’s access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees charges in accordance with Nearmap’s then current price list for the applicable Product, in respect of any such unauthorised unauthorized use; and/or (e) exercise any other right available to Nearmap under the terms of this Agreement or at lawAgreement. 3.2 Downtime Nearmap will use reasonable endeavours endeavors to ensure that the Website remains available but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. As soon as Nearmap becomes aware of any Fault, Nearmap will use reasonable endeavours to:‌endeavors to: (a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimise any disruption to the Licensee’s use of the Products.‌Products. 3.3 Expiry Integration The Licensee has three (3) months from the Commencement Date to enable integration of the Products into the Licensee’s Licence Platform (Integration Period). Nearmap, in its sole discretion, will expire at notify the Licensee within fourteen (14) days from the date the Licensee notifies Nearmap it has enabled integration or the end of the Term unless renewed in accordance with clause 1.3 Integration Period that it approves for the Licensee to enable Licensee Customers access to the Products. Where approval has not been obtained, Nearmap will provide feedback to the Licensee and may the Licensee must use all commercial reasonable endeavors to meet and/or satisfy Nearmap’s feedback before Nearmap provides its approval. 3.4 Integration replacement Nearmap may, from time to time, retire an Integration Method, or provide updates to an Integration Method or a new Integration Method for the purposes of the License (Updated Integration Method). Nearmap will provide up to three (3) months’ written notice, prior to the date of the Updated Integration Method. The Licensee (at its cost) will be suspended responsible for updating or terminated in accordance with clause 6.2 integrating the Updated Integration Method into the Licensee’s Platform within seven (7) days of Nearmap’s written notice. Nearmap shall not be responsible or liable to the Licensee for any failure to meet its obligations under this Agreement if the Licensee is fails or otherwise refuses to update or integrate the Updated Integration Method. The Licensee shall not update or interfere with the Integration Method or use its own integration methods without Nearmap’s prior written consent. 3.5 Unauthorized use Licensee shall take reasonable steps to prevent unauthorized access to the License, including without limitation protect its passwords and other log-in information. The Licensee shall immediately notify Nearmap of any known or suspected unauthorized use of the License or breach of its security and shall use best efforts to stop any breaches. 3.6 Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain accurate and complete records regarding its use of the Products and the Licensee shall permit Nearmap (or its auditors) access to the business location(s), books and records, employees and/or contractors pertaining to the Licensee’s use of the Products. Nearmap will give at least thirty (30) days prior written notice of an audit and will not conduct‌ Nearmap US, Inc. Transaction Reseller || Version 24 Oct 2018 an audit more than once per calendar year unless non-compliance findings are noted and in which case the audit period can be expanded.

Appears in 1 contract

Samples: Products Agreement

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THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES. 3.1 Password/ID Access On and from the Commencement Date, the Licensee will be provided with access to the Products. 3.2 Any password/ID issued by Nearmap nearmap to a Seat user is personal and confidential to that user. If Nearmap nearmap suspects that any password/ID is being used by an unauthorised personuser, by a different Seat user to the person whom it was issued to or the number of Seat users has have been exceeded, Nearmap may:‌nearmap may: (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product including but not limited to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretionimagery for the remainder of the month; (c) immediately cease the Licensee’s access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees charges in accordance with nearmap’s then current price list for the applicable Product, in respect of any such unauthorised use; and/or (e) 3.3 exercise any other right available to Nearmap nearmap under the terms of this Agreement or at lawAgreement. 3.2 3.4 Downtime Nearmap nearmap will use reasonable endeavours to ensure that the Website remains available but cannot guarantee that this will be the case at all times. Nearmap nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. As soon as Nearmap nearmap becomes aware of any Fault, Nearmap nearmap will use reasonable endeavours to:‌to: (a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimise any disruption to the Licensee’s use of the Products.‌Products. 3.3 3.5 Expiry The Licensee’s Licence will expire at the end of the Term unless renewed in accordance with clause 1.3 and may be suspended or terminated in accordance with clause 6.2 6.1 if the Licensee is in breach of this Agreement.

Appears in 1 contract

Samples: Terms of Use

THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES. 3.1 Password/ID Any password/ID issued by Nearmap to a Seat user an Authorized User is personal and confidential to that user. If Nearmap suspects that any password/ID is being used by an unauthorised personunauthorized user, by a different Seat user Authorized User to the person whom it was issued to or the number of Seat users has been exceededto, Nearmap may:‌may: (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product including but not limited to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretionimagery for the remainder of the month; (c) immediately cease the Licensee’s access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees charges in accordance with Nearmap’s then current price list for the applicable Product, in respect of any such unauthorised unauthorized use; and/or (e) exercise any other right available to Nearmap under the terms of this Agreement or at lawAgreement. 3.2 Downtime Nearmap will use reasonable endeavours endeavors to ensure that the Website remains available but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. As soon as Nearmap becomes aware of any Fault, Nearmap will use reasonable endeavours to:‌endeavors to: (a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimise any disruption to the Licensee’s use of the Products.‌Products. 3.3 Expiry Integration The Licensee has three (3) months from the Commencement Date to enable integration of the Products into the Licensee’s Licence Platform (Integration Period). Nearmap, in its sole discretion, will expire at notify the Licensee within fourteen (14) days from the date the Licensee notifies Nearmap it has enabled integration or the end of the Term unless renewed in accordance with clause 1.3 Integration Period that it approves for the Licensee to enable Nearmap Customer access to the Products. Where approval has not been obtained, Nearmap will provide feedback to the Licensee and may the Licensee must use all commercial reasonable endeavors to meet and/or satisfy Nearmap’s feedback before Nearmap provides its approval. 3.4 Integration replacement Nearmap may, from time to time, retire an Integration Method, or provide updates to an Integration Method or a new Integration Method for the purposes of the License (Updated Integration Method). Nearmap will provide up to three (3) months’ written notice, prior to the date of the Updated Integration Method. The Licensee (at its cost) will be suspended responsible for updating or terminated in accordance with clause 6.2 integrating the Updated Integration Method into the Licensee’s Platform within seven (7) days of Nearmap’s written notice. Nearmap shall not be responsible or liable to the Licensee for any failure to meet its obligations under this Agreement if the Licensee is fails or otherwise refuses to update or integrate the Updated Integration Method. The Licensee shall not update or interfere with the Integration Method or use its own integration methods without Nearmap’s prior written consent.‌ 3.5 Unauthorized use Licensee shall take reasonable steps to prevent unauthorized access to the License, including without limitation protect its passwords and other log-in information. The Licensee shall immediately notify Nearmap of any known or suspected unauthorized use of the License or breach of its security and shall use best efforts to stop any breaches. 3.6 Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement., the Licensee shall maintain accurate and complete records regarding its use of the Products and the Licensee shall permit Nearmap (or its auditors) access to the business location(s), books and records, employees and/or contractors pertaining to the Licensee’s use of the Products. Nearmap will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted and in which case the audit period can be expanded.‌

Appears in 1 contract

Samples: Products Agreement

THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES. 3.1 Password/ID Any password/ID issued by Nearmap to a Seat user is personal and confidential to that user. If Nearmap suspects that any password/ID is being used by an unauthorised personuser, by a different Seat user to the person whom it was issued to or the number of Seat users has have been exceeded, Nearmap may:‌may: (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product including but not limited to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretionimagery for the remainder of the month; (c) immediately cease the Licensee’s access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees charges in accordance with Nearmap’s then current price list for the applicable Product, in respect of any such unauthorised use; and/or (e) exercise any other right available to Nearmap under the terms of this Agreement or at lawAgreement. 3.2 Downtime Nearmap will use reasonable endeavours to ensure that the Website remains available but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. As soon as Nearmap becomes aware of any Fault, Nearmap will use reasonable endeavours to:‌to: (a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimise any disruption to the Licensee’s use of the Products.‌ 3.3 Expiry The Licensee’s Licence will expire at the end of the Term unless renewed in accordance with clause 1.3 and may be suspended or terminated in accordance with clause 6.2 if the Licensee is in breach of this AgreementProducts.

Appears in 1 contract

Samples: Products Agreement

THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES. 3.1 Password/ID Any password/ID issued by Nearmap to a Seat user an Authorized User is personal and confidential to that user. If Nearmap suspects that any password/ID is being used by an unauthorised personunauthorized user, by a different Seat user Authorized User to the person whom it was issued to or the number of Seat users has been exceededto, Nearmap may:‌may: (a) cancel that password/ID; (b) restrict the Licensee’s access to the Product including but not limited to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretionimagery for the remainder of the month; (c) immediately cease the Licensee’s access to the Product;Product;‌ (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees charges in accordance with Nearmap’s then current price list for the applicable Product, in respect of any such unauthorised unauthorized use; and/or (e) exercise any other right available to Nearmap under the terms of this Agreement or at lawAgreement. 3.2 Downtime Nearmap will use reasonable endeavours endeavors to ensure that the Website remains available but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. As soon as Nearmap becomes aware of any Fault, Nearmap will use reasonable endeavours to:‌endeavors to: (a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimise any disruption to the Licensee’s use of the Products.‌Products. 3.3 Expiry Integration The Licensee has three (3) months from the Commencement Date to enable integration of the Products into the Licensee’s Licence Platform (Integration Period). Nearmap, in its sole discretion, will expire at the end of the Term unless renewed in accordance with clause 1.3 and may be suspended or terminated in accordance with clause 6.2 if notify the Licensee is in breach of this Agreement.within fourteen‌

Appears in 1 contract

Samples: Products Agreement

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