Use of the Products. 2.1 Subject to the timely payment by the Customer of the Subscription Fees and solely during the Subscription Term, Qubit grants to the Customer a non-exclusive, non-transferable right to: (a) permit the Authorised Users to use the Products; and (b) permit Third Party Users to use the Products; and (c) permit a Customer Affiliate or Affiliates listed in the Sales Order Form and its employees and workers to use the Products in each case solely for the Customer's internal business operations (and if applicable the business purposes of a relevant Customer Affiliate); Nothing in this Agreement limits Customer’s liability for a breach of this clause 2.1 by the Customer. 2.2 Qubit permits the Customer (or if applicable the Customer Affiliate) to download the Script (including any updates to the Script that Qubit may make available from time to time) for the sole purpose of permitting the Customer (or if applicable the Customer Affiliate) to integrate the Customer Site with the Product. 2.3 The Customer shall be solely responsible for any failure of a Customer Affiliate, an Authorised User or Third Party User to comply with the terms of the Agreement and shall ensure that, Customer Affiliates, Authorised Users and Third Party Users discontinue use upon termination of the Agreement. 2.4 The Customer shall: (i) use all reasonable endeavours to not (and shall procure that Authorised Users, Third Party Users and Customer Affiliates shall use all reasonable endeavours to not) access, store, distribute or transmit any Viruses when accessing and using the Products; (ii) not use the Products in a manner that is illegal or causes damage or injury to any person or property; (iii) not use any automated system, including "robots," "spiders," "offline readers," to access the Product in a manner that sends more request messages to the Product than a human can reasonably produce in the same period of time by using a conventional online web browser; or (iv) not attempt to interfere with or compromise the Product integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Authorised Users’, the Third Party Users’ or the Customer’s Affiliate(s) access to the Product for breaches of the provisions of this clause 2.4 if the breach may have an adverse impact. 2.5 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under the Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Script (as applicable) or the Products in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Script or Products; (b) access all or any part of the Products in order to build a product or service which competes with the Products; (c) (without prejudice to clauses 2.1 (a), (b) and (c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Products available to any third party, or (d) (without prejudice to clause 2.1 (b)) attempt to obtain, or assist third parties in obtaining, access to the Products. 2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products and, in the event of any such unauthorised access or use, promptly notify Qubit and reasonably cooperate with Qubit to block the unauthorised access and/or use.
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Use of the Products. 2.1 Subject to the timely payment by the Customer of the Subscription Fees and solely during the Subscription Term, Qubit grants to the Customer a non-exclusive, non-transferable right to:
(a) permit the Authorised Authorized Users to use the Products; and
(b) permit Third Party Users to use the Products; and
(c) permit a Customer Affiliate or Affiliates listed in the Sales Order Form and its employees and workers to use the Products in each case solely for the Customer's internal business operations (and if applicable the business purposes of a relevant Customer Affiliate); . Nothing in this Agreement limits Customer’s liability for a breach of this clause 2.1 by the Customer.
2.2 Qubit permits the Customer (or if applicable the Customer Affiliate) to download the Script (including any updates to the Script that Qubit may make available from time to time) for the sole purpose of permitting the Customer (or if applicable the Customer Affiliate) to integrate the Customer Site with the Product.
2.3 The Customer shall be solely responsible for any failure of a Customer Affiliate, an Authorised Authorized User or Third Party User to comply with the terms of the Agreement and shall ensure that, that Customer Affiliates, Authorised Authorized Users and Third Party Users discontinue use upon on termination of the Agreement.
2.4 The Customer shall: (i) use all reasonable endeavours endeavors to not (and shall procure that Authorised Authorizes Users, Third Party Users and Customer Affiliates shall use all reasonable endeavours endeavors to not) access, store, distribute or transmit any Viruses when accessing and using the Products; (ii) not use the Products in a manner that is illegal or causes damage or injury to any person or property; (iii) not use any automated system, including "robots," "spiders," "offline readers," to access the Product in a manner that sends more request messages to the Product Service than a human can reasonably produce in the same period of time by using a conventional online web browser; or (iv) not attempt to interfere with or compromise the Product Product’s integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Authorised Authorized Users’, the Third Party Users’ or the Customer’s Affiliate(s) access to the Product for breaches of the provisions of this clause 2.4 if the breach may have an adverse impact.
2.5 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under the Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Script (as applicable) or the Products in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Script or Products;
(b) access all or any part of the Products in order to build a product or service which competes with the Products;
(c) (without prejudice to clauses 2.1 (a), (b) and (c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Products available to any third party, or
(d) (without prejudice to clause 2.1 (b)) attempt to obtain, or assist third parties in obtaining, access to the Products.
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products and, in the event of any such unauthorised access or use, promptly notify Qubit and reasonably cooperate with Qubit to block the unauthorised access and/or use.
Appears in 1 contract
Samples: Master Service Agreement
Use of the Products. 2.1 Subject to the timely payment by the Customer of the Subscription Fees and solely during the Subscription Term, Qubit grants to the Customer a non-exclusive, non-transferable right to:
(a) permit the Authorised Authorized Users to use the Products; and
(b) permit Third Party Users to use the Products; and
(c) permit a Customer Affiliate or Affiliates listed in the Sales Order Form and its employees and workers to use the Products in each case solely for the Customer's internal business operations (and if applicable the business purposes of a relevant Customer Affiliate); . Nothing in this Agreement limits Customer’s liability for a breach of this clause 2.1 by the Customer.
2.2 Qubit permits the Customer (or if applicable the Customer Affiliate) to download the Script (including any updates to the Script that Qubit may make available from time to time) for the sole purpose of permitting the Customer (or if applicable the Customer Affiliate) to integrate the Customer Site with the Product.
2.3 The Customer shall be solely responsible for any failure of a Customer Affiliate, an Authorised Authorized User or Third Party User to comply with the terms of the Agreement and shall ensure that, that Customer Affiliates, Authorised Authorized Users and Third Party Users discontinue use upon on termination of the Agreement.
2.4 The Customer shall: (i) use all reasonable endeavours endeavors to not (and shall procure that Authorised Authorizes Users, Third Party Users and Customer Affiliates shall use all reasonable endeavours endeavors to not) access, store, distribute or transmit any Viruses when accessing and using the Products; (ii) not use the Products in a manner that is illegal or causes damage or injury to any person or property; (iii) not use any automated system, including "robots," "spiders," "offline readers," to access the Product in a manner that sends more request messages to the Product Service than a human can reasonably produce in the same period of time by using a conventional online web browser; or (iv) not attempt to interfere with or compromise the Product Product’s integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Authorised Authorized Users’, the Third Party Users’ or the Customer’s Affiliate(s) access to the Product for breaches of the provisions of this clause 2.4 if the breach may have an adverse impact.
2.5 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under the Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Script (as applicable) or the Products in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Script or Products;
(b) access all or any part of the Products in order to build a product or service which competes with the Products;
(c) (without prejudice to clauses 2.1 (a), (b) and (c)) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Products available to any third party, or
(d) (without prejudice to clause 2.1 (b)) attempt to obtain, or assist third parties in obtaining, access to the Products.
2.6 The Customer shall use all reasonable endeavours endeavors to prevent any unauthorised unauthorized access to, or use of, the Products and, in the event of any such unauthorised unauthorized access or use, promptly notify Qubit and reasonably cooperate with Qubit to block the unauthorised unauthorized access and/or use.
Appears in 1 contract
Samples: Master Service Agreement