Use of Services and Content. 3.1 Sage Services are only available to bona fide end-users with a requirement for services of the nature of those that we provide. We reserve the right to terminate this Agreement without further liability to you where we have reasonable grounds to suspect that your use of the Sage Services is for competitive purposes (including competitive monitoring, assessment or otherwise). 3.2 Unless otherwise set out in the applicable Order Form, 3.2.1 Sage Services and Content are each purchased as subscriptions; 3.2.2 subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing (without any discount), prorated for the portion of that subscription term remaining at the time the subscriptions are added, and 3.2.3 any added subscriptions will terminate on the same date as the underlying subscriptions. 3.3 Sage Services and Content are subject to usage limits. Unless otherwise specified: 3.3.1 a ‘quantity’ in an Order Form refers to the upper limit of Users that are authorised to use the particular Sage Service or Content; 3.3.2 a User’s password must not be shared; and 3.3.3 a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Sage Service and Content. If you exceed a contractual usage limit, we may (in accordance with section 4 below) work with you to seek to reduce your usage so that it conforms to that limit. If, notwithstanding our efforts, you are unable or unwilling to abide by a contractual usage limit, you will execute an Order Form for additional quantities of the applicable Sage Services or Content promptly upon our request, and/or pay any invoice for excess usage in accordance with section 6.4. 3.3.4 each User license, including any User license included in an initial package is a single seat and is not based on the number of simultaneous Users. 3.4 You shall: 3.4.1 remain responsible for Users’ and your Affiliate’s compliance with this Agreement; 3.4.2 be responsible for the accuracy, quality and legality of Customer Data and the means by which you acquire Customer Data; 3.4.3 use commercially reasonable efforts to prevent unauthorised access to or use of Sage Services and Content, and notify us promptly of any such unauthorised access or use; 3.4.4 use Sage Services and Content only in accordance with the Collateral and applicable law and regulation; and 3.4.5 comply with any terms concerning Non-Sage Applications with which you use Sage Services or Content. 3.5 You shall not: 3.5.1 make any Sage Service or Content available to, or use any Sage Service or Content for the benefit of, anyone other than you, your Affiliates or Users; 3.5.2 sell, resell, license, sublicense, distribute, rent or lease any Sage Service or Content, or include any Sage Service or Content in a service bureau or outsourcing offering; 3.5.3 use a Sage Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; 3.5.4 use a Sage Service to store or transmit Malicious Code; 3.5.5 interfere with or disrupt the integrity or performance of any Sage Service or third-party data contained therein; 3.5.6 attempt to gain unauthorized access to any Content, Sage Service or its related systems or networks; 3.5.7 permit direct or indirect access to or use of any Sage Service or Content in a way that circumvents a contractual usage limit; 3.5.8 copy Content or a Sage Service or any part, feature, function or user interface except as expressly permitted by this Agreement; 3.5.9 frame or mirror any part of any Sage Service or Content other than framing on your own intranets or otherwise for your own internal business purposes or as permitted in the Collateral; 3.5.10 access any Sage Service or Content in order to build a competitive product or service; or 3.5.11 reverse engineer any Sage Service (to the extent such restriction is permitted by law). 3.6 If we are required by a licensor to remove Content or receive information that Content provided to you may violate applicable law or third-party rights, we may so notify you and in such event, you will promptly remove such Content from your systems. 3.7 If we receive information that a Non-Sage Application hosted on a Sage Service by you may adversely affect our Sage Services, or violate applicable law or third- party rights, upon notifying you, you shall promptly disable such Non-Sage Application or modify the Non- Sage Application to resolve the matter. If you do not take required action in accordance with the above, we may disable the applicable Content, Sage Service (or affected part) and/or Non-Sage Application until the potential violation is resolved.
Appears in 4 contracts
Samples: Sage Data Hub Service and Subscription Agreement, Data Hub Service and Subscription Agreement, Service Agreement
Use of Services and Content. 3.1 Sage Services are only available to bona fide end-users with a requirement for services of the nature of those that we provide. We reserve the right to terminate this Agreement without further liability to you where we have reasonable grounds to suspect that your use of the Sage Services is for competitive purposes (including competitive monitoring, assessment or otherwise).
3.2 Unless otherwise set out in the applicable Order Form,
3.2.1 Sage Services and Content are each purchased as subscriptions;
3.2.2 subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing (without any discount), prorated for the portion of that subscription term remaining at the time the subscriptions are added, and
3.2.3 any added subscriptions will terminate on the same date as the underlying subscriptions.
3.3 Sage Services and Content are subject to usage limits. Unless otherwise specified:
3.3.1 a ‘quantity’ in an Order Form refers to the upper limit of Users that are authorised to use the particular Sage Service or Content;
3.3.2 a User’s password must not be shared; and
3.3.3 a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Sage Service and Content. If you exceed a contractual usage limit, we may (in accordance with section 4 below) work with you to seek to reduce your usage so that it conforms to that limit. If, notwithstanding our efforts, you are unable or unwilling to abide by a contractual usage limit, you will execute an Order Form for additional quantities of the applicable Sage Services or Content promptly upon our request, and/or pay any invoice for excess usage in accordance with section 6.4.
3.3.4 each User license, including any User license included in an initial package is a single seat and is not based on the number of simultaneous Users.
3.4 You shall:
3.4.1 remain responsible for Users’ and your Affiliate’s compliance with this Agreement;
3.4.2 be responsible for the accuracy, quality and legality of Customer Data and the means by which you acquire Customer Data;
3.4.3 use commercially reasonable efforts to prevent unauthorised access to or use of Sage Services and Content, and notify us promptly of any such unauthorised access or use;
3.4.4 use Sage Services and Content only in accordance with the Collateral and applicable law and regulation; and
3.4.5 comply with any terms concerning Non-Sage Applications with which you use Sage Services or Content.
3.5 You shall not:
3.5.1 make any Sage Service or Content available to, or use any Sage Service or Content for the benefit of, anyone other than you, your Affiliates or Users;
3.5.2 sell, resell, license, sublicense, distribute, rent or lease any Sage Service or Content, or include any Sage Service or Content in a service bureau or outsourcing offering;
3.5.3 use a Sage Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
3.5.4 use a Sage Service to store or transmit Malicious Code;
3.5.5 interfere with or disrupt the integrity or performance of any Sage Service or third-party data contained therein;
3.5.6 attempt to gain unauthorized access to any Content, Sage Service or its related systems or networks;
3.5.7 permit direct or indirect access to or use of any Sage Service or Content in a way that circumvents a contractual usage limit;
3.5.8 copy Content or a Sage Service or any part, feature, function or user interface except as expressly permitted by this Agreement;
3.5.9 frame or mirror any part of any Sage Service or Content other than framing on your own intranets or otherwise for your own internal business purposes or as permitted in the Collateral;
3.5.10 access any Sage Service or Content in order to build a competitive product or service; or
3.5.11 reverse engineer any Sage Service (to the extent such restriction is permitted by law).
3.6 If we are required by a licensor to remove Content or receive information that Content provided to you may violate applicable law or third-party rights, we may so notify you and in such event, event you will promptly remove such Content from your systems.
3.7 If we receive information that a Non-Sage Application hosted on a Sage Service by you may adversely affect our Sage Services, or violate applicable law or third- party rights, upon notifying you, you shall promptly disable such Non-Sage Application or modify the Non- Sage Application to resolve the matter. If you do not take required action in accordance with the above, we may disable the applicable Content, Sage Service (or affected part) and/or Non-Sage Application until the potential violation is resolved.
Appears in 2 contracts
Samples: Service and Subscription Agreement, Service and Subscription Agreement
Use of Services and Content. 3.1 Sage Services are only available to bona fide end-end- users with a requirement for services of the nature of those that we provide. We reserve the right to terminate this Agreement without further liability to you where we have reasonable grounds to suspect that your use of the Sage Services is for competitive purposes (including competitive monitoring, assessment or otherwise).
3.2 Unless otherwise set out in the applicable Order Form,
3.2.1 Sage Services and Content are each purchased as subscriptions;
3.2.2 subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing (without any discount), prorated for the portion of that subscription term remaining at the time the subscriptions are added, and
3.2.3 any added subscriptions will terminate on the same date as the underlying subscriptions.
3.3 Sage Services and Content are subject to usage limits. Unless otherwise specified:
3.3.1 a ‘quantity’ in an Order Form refers to the upper limit of Users that are authorised to use the particular Sage Service or Content;
3.3.2 a User’s password must not be shared; and
3.3.3 a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Sage Service and Content. If you exceed a contractual usage limit, we may (in accordance with section 4 below) work with you to seek to reduce your usage so that it conforms to that limit. If, notwithstanding our efforts, you are unable or unwilling to abide by a contractual usage limit, you will execute an Order Form for additional quantities of the applicable Sage Services or Content promptly upon our request, and/or pay any invoice for excess usage in accordance with section 6.4.
3.3.4 each User license, including any User license included in an initial package is a single seat and is not based on the number of simultaneous Users.
3.4 You shall:
3.4.1 remain responsible for Users’ and your Affiliate’s compliance with this Agreement;
3.4.2 be responsible for the accuracy, quality and legality of Customer Data and the means by which you acquire Customer Data;
3.4.3 use commercially reasonable efforts to prevent unauthorised access to or use of Sage Services and Content, and notify us promptly of any such unauthorised access or use;
3.4.4 use Sage Services and Content only in accordance with the Collateral and applicable law and regulation; and
3.4.5 comply with any terms concerning Non-Sage Applications with which you use Sage Services or Content.
3.5 You shall not:
3.5.1 make any Sage Service or Content available to, or use any Sage Service or Content for the benefit of, anyone other than you, your Affiliates or Users;
3.5.2 sell, resell, license, sublicense, distribute, rent or lease any Sage Service or Content, or include any Sage Service or Content in a service bureau or outsourcing offering;
3.5.3 use a Sage Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
3.5.4 use a Sage Service to store or transmit Malicious Code;
3.5.5 interfere with or disrupt the integrity or performance of any Sage Service or third-party data contained therein;
3.5.6 attempt to gain unauthorized access to any Content, Sage Service or its related systems or networks;
3.5.7 permit direct or indirect access to or use of any Sage Service or Content in a way that circumvents a contractual usage limit;
3.5.8 copy Content or a Sage Service or any part, feature, function or user interface except as expressly permitted by this Agreement;
3.5.9 frame or mirror any part of any Sage Service or Content other than framing on your own intranets or otherwise for your own internal business purposes or as permitted in the Collateral;
3.5.10 access any Sage Service or Content in order to build a competitive product or service; or
3.5.11 reverse engineer any Sage Service (to the extent such restriction is permitted by law).
3.6 If we are required by a licensor to remove Content or receive information that Content provided to you may violate applicable law or third-party rights, we may so notify you and in such event, you will promptly remove such Content from your systems.
3.7 If we receive information that a Non-Sage Application hosted on a Sage Service by you may adversely affect our Sage Services, or violate applicable law or third- party rights, upon notifying you, you shall promptly disable such Non-Sage Application or modify the Non- Sage Application to resolve the matter. If you do not take required action in accordance with the above, we may disable the applicable Content, Sage Service (or affected part) and/or Non-Sage Application until the potential violation is resolved.
Appears in 1 contract
Use of Services and Content. 3.1 Sage HandiTax Cloud Services are only available to professional accounting and tax practices with a bona fide end-users with a requirement for services of the nature of those that we provide. We reserve the right to terminate this Agreement without further liability to you where we have reasonable grounds to suspect that your use of the Sage HandiTax Cloud Services is for competitive purposes (including competitive monitoring, assessment or otherwise).
3.2 Unless otherwise set out in the applicable Order Form,
3.2.1 Sage Services and Content are each purchased as subscriptions;
3.2.2 subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing (without any discount), prorated for the portion of that subscription term remaining at the time the subscriptions are added, and
3.2.3 any added subscriptions will terminate on the same date as the underlying subscriptions.
3.3 Sage HandiTax Cloud Services and Content are subject to usage limits. Unless otherwise specified:
3.3.1 a ‘quantity’ in an Order Form refers to the upper limit of Users that are authorised to use the particular Sage Service or Content;
3.3.2 3.2.1 a User’s password must not be shared; and
3.3.3 3.2.2 a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Sage HandiTax Cloud Service and Content. If you exceed a contractual usage limit, we may (in accordance with section 4 below) work with you to seek to reduce your usage so that it conforms to that limit. If, notwithstanding our efforts, you are unable or unwilling to abide by a contractual usage limit, you will execute an Order Form for additional quantities of the applicable Sage Services or Content promptly upon our request, and/or pay any invoice for excess usage in accordance with section 6.4.
3.3.4 each User license, including any User license included in an initial package is a single seat and is not based on the number of simultaneous Users.
3.4 3.3 You shall:
3.4.1 3.3.1 remain responsible for Users’ and your Affiliate’s compliance with this Agreement;
3.4.2 3.3.2 be responsible for the accuracy, quality and legality of Customer Data and the means by which you acquire Customer Data;
3.4.3 3.3.3 use commercially reasonable efforts to prevent unauthorised access to or use of Sage HandiTax Cloud Services and Content, and notify us promptly of any such unauthorised access or use;
3.4.4 3.3.4 use Sage HandiTax Cloud Services and Content only in accordance with the Collateral and applicable law law, regulation and regulation; and
3.4.5 comply with any terms concerning Non-Sage Applications with which you use Sage Services or Contentprofessional body recommendations.
3.5 3.4 You shall not:
3.5.1 3.4.1 make any Sage HandiTax Cloud Service or Content available to, or use any Sage HandiTax Cloud Service or Content for the benefit of, anyone other than you, your Affiliates or Users;
3.5.2 3.4.2 sell, resell, license, sublicense, distribute, rent or lease any Sage HandiTax Cloud Service or Content, or include any Sage HandiTax Cloud Service or Content in a service bureau or outsourcing offering;
3.5.3 3.4.3 use a Sage HandiTax cloud Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
3.5.4 3.4.4 use a Sage HandiTax Cloud Service to store or transmit Malicious Code;
3.5.5 3.4.5 interfere with or disrupt the integrity or performance of any Sage HandiTax Cloud Service or third-party data contained therein;
3.5.6 3.4.6 attempt to gain unauthorized access to any Content, Sage HandiTax Cloud Service or its related systems or networks;
3.5.7 3.4.7 permit direct or indirect access to or use of any Sage HandiTax cloud Service or Content in a way that circumvents a contractual usage limit;
3.5.8 3.4.8 copy Content or a the Sage HandiTax Cloud Service or any part, feature, function or user interface except as expressly permitted by this Agreement;
3.5.9 3.4.9 frame or mirror any part of any Sage HandiTax Cloud Service or Content other than framing on your own intranets or otherwise for your own internal business purposes or as permitted in the Collateral;
3.5.10 3.4.10 access any Sage HandiTax Cloud Service or Content in order to build a competitive product or service; or
3.5.11 3.4.11 reverse engineer any Sage HandiTax Cloud Service (to the extent such restriction is permitted by law).
3.6 3.5 If we are required by a licensor to remove Content or receive information that Content provided to you may violate applicable law or third-party rights, we may so notify you and in such event, event you will promptly remove such Content from your systems.
3.7 If we receive information that a Non-Sage Application hosted on a Sage Service by you may adversely affect our Sage Services, or violate applicable law or third- party rights, upon notifying you, you shall promptly disable such Non-Sage Application or modify the Non- Sage Application to resolve the matter. If you do not take required action in accordance with the above, we may disable the applicable Content, Sage Service (or affected part) and/or Non-Sage Application until the potential violation is resolved.
Appears in 1 contract
Samples: Cloud Service Agreement
