Common use of Use of the Services Clause in Contracts

Use of the Services. 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 Services; and (b) permit Third Party Users to use the Services; and (c) permit a Customer Affiliate or Affiliates listed in the Sales Order Form and its employees and workers to use the Services 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 Service. 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 Third Party Users and Customer Affiliates shall use all reasonable endeavours to not) access, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service 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 Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) access to the Service for breaches of the provisions of this clause 2.4. 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) 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; (b) access all or any part of the Services in order to build a product or service which competes with the Services; (c) (without prejudice to clauses 2.1 (b) and 2.1 (c)) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services 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 Services. 2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Qubit.

Appears in 4 contracts

Samples: Sales Contracts, Master Services Agreement, Master Services Agreement

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Use of the Services. 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 Services; and (b) permit Third Party Users to use the Services; and (c) permit a Customer Affiliate or Affiliates listed in the Sales Order Form to use the Services and its employees and workers to use the Services 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 Service. 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 Third Party Users and Customer Affiliates shall use all reasonable endeavours endeavors to not) access, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service 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 Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) access to the Service for breaches of the provisions of this clause 2.4. 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) 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; (b) access all or any part of the Services in order to build a product or service which competes with the Services; (c) (without prejudice to clauses 2.1 (b) and 2.1 (c)) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services 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 Services. 2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Qubit.

Appears in 4 contracts

Samples: Sales Contracts, Master Services Agreement, Master Services Agreement

Use of the Services. 2.1 Subject to the timely payment 3.2.1. Customer is responsible for all actions taken 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 or its Users to use the Services; and (b) permit Third Party Users to use the Services; and (c) permit a Customer Affiliate or Affiliates listed in the Sales Order Form and its employees and workers to use the Services in each case solely for the Customer's internal business operations (account(s) and if applicable the business purposes of a relevant Customer Affiliate); Nothing in for Users' compliance with 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 Service. 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 3.2.2. Customer shall: (i) use all reasonable endeavours to not (and shall procure that Third Party Users and Customer Affiliates shall use all reasonable endeavours to not) access, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service 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 Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) access to the Service for breaches of the provisions of this clause 2.4. 2.5 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable have sole responsibility for the accuracy and legality 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) in any form or media or by any meansCustomer Data; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Script; (b) ensure that any user IDs, passwords and other access all or any part of credentials for the Services in order to build a product or service which competes are kept strictly confidential and not shared with the Services; unauthorized persons; (c) promptly notify Opendatasoft of any breach of security or unauthorized use of its account; (without prejudice d) use commercially reasonable attempts to clauses 2.1 comply with requests made by Opendatasoft to update various features or functionalities within the Services to optimize their performance; (be) use the Opendatasoft Services in compliance with this Agreement, the Documentation, applicable Purchase Order(s), Opendatasoft Terms of Use and 2.1 all applicable laws and regulations; and (c)f) provide notice and obtain any legally required consent for the use and display of Customer Data to End Users. 3.2.3. Customer shall use the Services solely for its and its Affiliates' business purposes as contemplated by this Agreement and shall not: (a) license, sell, rentresell, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, exploit or otherwise make the Services available to any third party, or except Authorized Third Party if applicable; (b) send via or store within the Services unlawful, offensive or tortious contents under French law; (c) use the Services to imitate or impersonate another person; (d) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (without prejudice to clause 2.1 (b)e) attempt to obtain, or assist third parties in obtaining, gain unauthorized access to the Services or its related systems or networks.‌‌ 3.2.4. Opendatasoft may, in its reasonable discretion, refuse to operate its Services where the content of the Customer Data or the delivery of such Customer Data to End Users is, in Opendatasoft's reasonable opinion, unlawful. Any use of the Services by Customer that, in Opendatasoft's reasonable judgment, imminently threatens the security, stability, integrity or availability of the Opendatasoft Services. 2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or otherwise xxxxx Opendatasoft, other customers or third parties, may result in immediate suspension of the Services; however Opendatasoft will use of, commercially reasonable efforts under the circumstances to notify Customer in advance of such suspension and provide Customer with an opportunity to correct its use of the Services and, in the event of prior to any such unauthorised suspension. Opendatasoft will have no liability for any such suspension made in good faith. Unless this Agreement has been terminated, Opendatasoft will restore Customer's access or use, promptly notify Qubitto the Services once it verifies that Customer has resolved the condition requiring suspension.

Appears in 2 contracts

Samples: Terms of Service, Terms of Service

Use of the Services. 2.1 Subject to 4.1 We grant you, for the timely payment by the Customer term of the Subscription Fees and solely during the Subscription Termthis Agreement, Qubit grants to the Customer a personal, limited, non-exclusive, nonrevocable, non transferable and non sub-transferable right to: (a) permit the Authorised Users licensable license to use the Services; and (b) permit Third Party Users Trading Services pursuant to use the Services; and (c) permit a Customer Affiliate or Affiliates listed in the Sales Order Form and its employees and workers to use the Services 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 terms of this clause 2.1 by Agreement. We may provide certain portions of the Customer. 2.2 Qubit permits the Customer Trading Services under license from third parties (or if which are protected under copyright, trademark and other intellectual property laws and other applicable the Customer Affiliate) law), and you will comply with any additional restrictions on your usage that we may communicate to download the Script (including any updates to the Script that Qubit may make available you from time to time, or that are otherwise the subject of an agreement between you and such licensors. 4.2 We are providing the Trading Services to you only for your internal use and your own purposes, and subject to the terms, of this Agreement. You may not sell, lease, or provide, directly or indirectly, the Trading Services or any portion of the Trading Services to any third party except as permitted by this Agreement. You will protect and not violate those proprietary rights in the Trading Services and facilities (“Facilities”) in respect of the Trading Services and honour and comply with our reasonable requests to protect our and our third party service providers’ contractual, statutory and common law rights in the Trading Services and Facilities. If you become aware of any violation of our third party service providers’ proprietary rights in respect of the Trading Services and Facilities, you will notify us in writing. 4.3 You are responsible for ensuring the sole purpose of permitting the Customer (or if applicable the Customer Affiliate) to integrate the Customer Site security in connection with the ServiceTrading Services you use. 2.3 The Customer shall 4.4 You may access each Trading Service only through one or more passwords or other access methods that we specify (collectively, “Access Methods”). You are solely responsible for ensuring that your Access Methods are known to and used by only those users that we authorise (“Authorised Users”). You acknowledge that, at our discretion, we may deny access to a Trading Service to any user of your Access Methods (whether or not an Authorised User). 4.5 You will be (1) Solely responsible for all acts or omissions of any person using a Trading Service through your Access Methods, and (2) Without limitation of the foregoing or any other provision of this Agreement, bound by the terms of all Transactions executed and orders placed through a Trading Service using your Access Methods All transmissions generated by use of your Access Methods will be deemed to be authorised by you and made by an Authorised User whether or not we acknowledge receipt of such transmission. 4.6 If any of your Access Methods have been lost, stolen or compromised, you will promptly notify us and any representative designated by the Trading Service to receive notice. On receipt of this notice, such Access Methods will be cancelled or suspended as soon as is reasonably practicable but you are responsible for any actions taken through the use of such Access Methods before they are cancelled or suspended. 4.7 You will be solely responsible for any losses, damages or costs that you may incur as a result of errors made by, or the failure of a Customer Affiliateof, an Authorised User the software 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 equipment that you use upon termination of the Agreement. 2.4 The Customer shall: (i) use all reasonable endeavours to not (and shall procure that Third Party Users and Customer Affiliates shall use all reasonable endeavours to not) access, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service 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 Service in a manner that sends more request messages to the Service than a human can reasonably produce in the same period of time by using a conventional online web browser; Trading Services. Where we or (iv) not attempt to interfere with or compromise the Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) access to the Service for breaches of the provisions of this clause 2.4. 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, transmitour affiliates provide, or distribute all or any portion of the Script (as applicable) in any form or media or by any means; or (ii) attempt arrange for you to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Script; (b) access all or any part of the Services in order to build a product or service which competes with the Services; (c) (without prejudice to clauses 2.1 (b) and 2.1 (c)) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or (d) (without prejudice to clause 2.1 (b)) attempt to obtain, or assist third parties in obtaininghave, access to or use of third party Services and Facilities, this is for your convenience only. We and our affiliates accept no liability for, and make no representations or warranties concerning the Servicesprovision of such access or such use. 2.6 4.8 The Customer shall use all reasonable endeavours software used in connection with the Trading Services may include encryption methods that are subject to prevent any unauthorised access to, or use of, the Services and, export and/or import control laws of Australia and other countries. You will cooperate with us in the event of complying with any such unauthorised access or use, promptly notify Qubitlaws.

Appears in 2 contracts

Samples: Online Trading Agreement, Online Trading Agreement

Use of the Services. 2.1 Subject 7.1 The Customer shall provide Reliance with such information, services, support and other assistance as may be reasonably required by Reliance in its provision of the Services. 7.2 The Customer shall provide Reliance with the names of all Authorised Users and any other details regarding such Authorised Users as Reliance may reasonably require from time to time for the timely payment by provision of the Services. The Customer shall promptly (i) provide Reliance with any changes to these details or (ii) update such details via the online portal where the Customer of has access to this facility throughout the Subscription Fees Term. 7.3 The Customer shall, and solely during the Subscription Term, Qubit grants to the Customer a non-exclusive, non-transferable right toshall procure that each Authorised User shall: (a) observe and comply with all the reasonable directions of Reliance; (b) not use the Services for any improper, immoral, fraudulent or unlawful purposes or for the sending of any communication which is of an offensive, abusive, indecent, obscene or menacing nature; (c) not cause any nuisance, annoyance or inconvenience to any third party by any use or misuse of the Services; (d) not act in any way whether knowingly or otherwise which will impair the operation of all or part of the Services; (e) not be involved in or knowingly, recklessly or negligently permit or negligently allow any other party to be involved in any fraudulent or other unauthorised use or attempted use of the Services by corrupt or dishonest or illegal means at any time and shall notify Reliance immediately upon the Customer or the Authorised Users User (as the case may be) becoming aware of or suspecting such activity. 7.4 The Customer shall procure that, prior to receipt of an Device, each Authorised User: (a) expressly acknowledges and agrees that its use of the ServicesServices and a Device will enable Reliance to obtain such Authorised User’s approximate geographical location which will be used solely for the purpose of providing the Authorised User with emergency assistance; and (b) permit Third Party Users has properly completed and returned the user profile information form supplied to use the ServicesCustomer by Reliance; and (c) permit a Customer Affiliate or Affiliates listed in maintains the Sales Order Form and its employees and workers to use accuracy of their user profile information through the Services 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 CustomerTerm. 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 Service. 2.3 7.5 The Customer shall indemnify Reliance and keep Reliance indemnified and hold Reliance harmless against any and all damages, losses and costs and expenses that may be solely responsible for any incurred by Reliance in respect of failure of a by the 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 Third Party Users and Customer Affiliates shall use all reasonable endeavours to not) access, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service 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 Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) access to the Service for breaches of the provisions of this clause 2.4clauses 6.3 and 6.4, whether by reason of negligence or otherwise. 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) 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; (b) access all or any part of the Services in order to build a product or service which competes with the Services; (c) (without prejudice to clauses 2.1 (b) and 2.1 (c)) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services 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 Services. 2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Qubit.

Appears in 1 contract

Samples: Body Worn Video Services Agreement

Use of the Services. 2.1 Subject to the timely payment by Customer purchasing the Customer Storage Subscriptions in accordance with clause 7.1, the restrictions set out in this clause 2 and the other terms and conditions of the Subscription Fees and solely during the Subscription Termthis agreement, Qubit Safelink hereby grants to the Customer a non-exclusive, non-transferable right toto permit the Authorised Users and Participants to access and use the Services during the Subscription Term solely for the Purpose. 2.2 After successfully completing the account creation process and confirming acceptance of this agreement, Safelink shall enable the Customer to access a Safelink Administrator Account ("Administrator Account"), which will include a console ("Admin Console") that will permit the Customer to perform a number of administrative functions relating to the Software. 2.3 In relation to the Authorised Users, the Customer acknowledges and undertakes that: (a) permit prior to an Authorised User or Participant using the Service, Safelink will require each Authorised User or Participant to accept the Terms of Use, and such Terms of Use will govern each Authorised User's or Participant’s use of the Service; and that a violation of the Terms of Use by an Authorised User or Participant may result in the termination of such Authorised User's or Participant’s personal account and the Customer's access to the Service; (b) it shall, and shall procure that its Authorised Users shall, limit access and use of the Services to Participants; (c) it will not allow the personal account of any Authorised User to be used by any individual who is not an Authorised User; (d) each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed no less frequently than annually and that each Authorised User shall keep his password confidential; and (be) permit Third Party Users to use the Services; and (c) permit a Customer Affiliate if Safelink or Affiliates listed in the Sales Order Form and its employees and workers to use the Services 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 ascertains that any password has been provided to any individual who is not an Authorised User, then without prejudice to Safelink's other rights, the Customer Affiliate) shall promptly disable such passwords and Safelink shall not issue any new passwords 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 Service. 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 Agreementsuch individual. 2.4 The Customer shall: (i) use all reasonable endeavours to not (shall not, and shall procure that Third Party Authorised Users and Customer Affiliates Participants shall use all reasonable endeavours to not) , access, store, distribute or transmit any Viruses when using Viruses, or any material during the Servicescourse of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (iif) not use the Service in a manner that is otherwise illegal or causes damage or injury to any person or property; (iii) not use any automated system, including "robots," "spiders," "offline readers," to access and Safelink reserves the Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit mayright, without liability or prejudice to its other rights under the Agreement, disable to the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) to disable access to the Service for any material that breaches of the provisions of this clause 2.4clause. References to unlawful or illegal activity include activity which is unlawful or illegal in any jurisdiction in which the Customer has made or intends to make available the Services to Participants. 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 Agreementthis 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) Software in any form or media or by any means; or or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Script;Software; or (b) access all or any part of the Services in order to build a product or service which competes with the Services;; or (c) use the Services to provide services to third parties except as described in the Purpose; or (without prejudice d) subject to clauses 2.1 (b) and 2.1 (c)) clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, party except the Authorised Users except as described in the Purpose; or (d) (without prejudice to clause 2.1 (b)e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2. 2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify QubitSafelink. 2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to and shall not be considered granted to any subsidiary or holding company of the Customer or to any affiliated company of the Customer.

Appears in 1 contract

Samples: Terms and Conditions

Use of the Services. 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 Services; and (b) permit Third Party Users to use the Services; and (c) permit a Customer Affiliate or Affiliates listed in the Sales Order Form and its employees and workers to use the Services 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 Service. 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 this Agreement and shall ensure that, Customer Affiliates, that Authorised Users and Third Party Users discontinue use upon completion of work for the Customer (or if earlier, upon termination of the this Agreement). 2.4 2.3 The Customer shall: (i) use all reasonable endeavours to not (shall not, and shall procure that Third Party Users and Customer Affiliates shall use all reasonable endeavours to do not) , access, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service 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 Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) access to the Service for breaches of the provisions of this clause 2.4. 2.5 2.4 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 this 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) 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; (b) access all or any part of the Services in order to build a product or service which competes with the Services; (c) use the Services to provide services to third parties; (without prejudice to clauses 2.1 (b) and 2.1 (c)d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or (de) (without prejudice to clause 2.1 (b)) attempt to obtain, or assist third parties in obtaining, access to the Services. 2.6 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Qubit.

Appears in 1 contract

Samples: Enterprise Terms and Conditions

Use of the Services. 2.1 Subject The right of the Customer to use the Services shall be 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 tofollowing: (a) permit The Services are intended to be used by the Authorised Users to Customer for business purposes only and Customer acknowledges and confirms that it shall not use the Services; andServices for private purposes, (b) permit Third Party Users to The Customer shall be liable for any inappropriate, illegal, fraudulent, or misleading use of the Services; andServices as a result of Customer’s acts or omissions, (c) permit a The Customer Affiliate shall take all measures to avoid any illegal, unauthorized or Affiliates listed in fraudulent use of the Sales Order Form and its employees and workers to Services. In the event of occurrence of any illegal, unauthorized or fraudulent use of the Services 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 shall immediately notify Unbxd of the same in writing. It is expressly understood that Unbxd shall not be liable for any loss suffered by the Customer Affiliatepursuant to such illegal, unauthorized or fraudulent use of the Services as a result of Customer’s acts or omissions, whether notified to Unbxd or not, (d) 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 Service. 2.3 The Customer shall not use the Platform to transmit, distribute or store any material, including any material that may be solely responsible for harmful to computer systems (such as viruses, worms, Trojans, or password- cracking programs), that may adversely affect the Services or other customers, (e) The Customer shall not use the Platform, including any failure of a Customer Affiliate, an Authorised User or Third Party User to comply domain name in connection with the terms Platform, in any manner that would violate the intellectual property rights of the Agreement and shall ensure that, Customer Affiliates, Authorised Users and Third Party Users discontinue use upon termination of the Agreement.Unbxd or any third party, 2.4 (f) The Customer shall: shall not use the Platform to transmit any unsolicited e-mail messages or use any other service to send such unsolicited e-mail messages to promote the Customer’s Website, with which the Platform has been integrated. Additionally, the Customer shall not use the Platform in- order-to send e-mail messages that (i) use all reasonable endeavours to not (and shall procure that Third Party Users and Customer Affiliates shall use all reasonable endeavours to not) accessare harassing or annoying, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service in a manner that is illegal contain malicious data or causes damage or injury to any person or property; software, (iii) not use any automated systemcontain forged TCP/IP packet header information, including "robots," "spiders," "offline readers," to access the Service in a manner that sends more request messages to the Service than a human can reasonably produce in the same period of time by using a conventional online web browser; or (iv) are addressed to people who have clearly indicated that they do not attempt wish to interfere with or compromise receive any e-mails. (g) If Unbxd has specified limitations on the Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or number of page-views for the Customer’s Affiliate(saccount, the Customer shall not use the Platform in excess of those limitations. Further, if the Platform is accessed by the Customer through a dial-up Internet connection, Unbxd may terminate all network sessions if the Customer remains connected for more than 3 (three) access continuous days in-order-to protect the Service for breaches network resources of Unbxd and maintain the availability of the provisions Platform for other customers of this clause 2.4Unbxd. 2.5 (h) The Customer shall grant Unbxd the right to access, collect, track and use anonymous user and user-behavior data on the Customer’s Website to enable performance of the Services, including the improvement of the Platform, under this Agreement. (i) 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 Agreementlicense, 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) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to humansub-perceivable form all or any part of the Script; (b) access all or any part of the Services in order to build a product or service which competes with the Services; (c) (without prejudice to clauses 2.1 (b) and 2.1 (c)) license, sell, rent, lease, transfer, assign, distribute, display, disclose, distribute or otherwise commercially exploit, exploit or otherwise make the Services available to any third partyparty the Services or account of the Customer, or any part thereof, in any way, other than as provided under this Agreement, without the prior written consent of Unbxd; or (dii) modify or make derivative works based on the Platform or any part thereof; or (iii) reverse engineer or access the Platform for any purpose whatsoever, including without prejudice limitation, to clause 2.1 (b)aa) attempt to obtainbuild a competitive product or service; or (bb) build a product using similar ideas, features, functions or graphics of the Platform or Documentation, or assist third parties in obtaining(cc) copy any ideas, access to features, functions or graphics of the ServicesPlatform or Documentation. 2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Qubit.

Appears in 1 contract

Samples: End User Agreement

Use of the Services. 2.1 Subject 7.1 The Customer shall provide Reliance with such information, services, support and other assistance as may be reasonably required by Reliance in its provision of the Services. 7.2 The Customer shall provide Reliance with the names of all Authorised Users and any other details regarding such Authorised Users as Reliance may reasonably require from time to time for the timely payment by provision of the Services. The Customer shall promptly (i) provide Reliance with any changes to these details or (ii) update such details via the online portal where the Customer of has access to this facility throughout the Subscription Fees Term. 7.3 The Customer shall, and solely during the Subscription Term, Qubit grants to the Customer a non-exclusive, non-transferable right toshall procure that each Authorised User shall: (a) permit observe and comply with all the Authorised Users to use the Services; andreasonable directions of Reliance; (b) permit Third Party Users to not use the Services for any improper, immoral, fraudulent or unlawful purposes or for the sending of any communication which is of an offensive, abusive, indecent, obscene or menacing nature; (c) not cause any nuisance, annoyance or inconvenience to any third party by any use or misuse of the Services; (d) not act in any way whether knowingly or otherwise which will impair the operation of all or part of the Services; (e) not be involved in or knowingly, recklessly or negligently permit or negligently allow any other party to be involved in any fraudulent or other unauthorised use or attempted use of the Services by corrupt or dishonest or illegal means at any time and shall notify Reliance immediately upon the Customer or the Authorised User (as the case may be) becoming aware of or suspecting such activity. 7.4 The Customer shall procure that, prior to receipt of a Device, each Authorised User: (a) expressly acknowledges and agrees that its use of the Services and a Device will enable Reliance to obtain such Authorised User’s approximate geographical location which will be used for the purpose of providing the Authorised User with emergency assistance and, where applicable, providing the Customer with location information; (b) has properly completed and returned/submitted the user profile information form supplied to the Customer by Xxxxxxxx; and (c) permit a Customer Affiliate or Affiliates listed in confirms that it shall maintain the Sales Order Form and its employees and workers to use accuracy of their user profile information throughout the Services 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 CustomerTerm. 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 Service. 2.3 7.5 The Customer shall indemnify Reliance and hold Reliance harmless against any and all damages, losses and costs and expenses that may be solely responsible for any incurred by Reliance in respect of failure of a by the 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 Third Party Users and Customer Affiliates shall use all reasonable endeavours to not) access, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service 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 Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) access to the Service for breaches of the provisions of this clause 2.4clauses 7.3 and 7.4, whether by reason of negligence or otherwise. 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) 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; (b) access all or any part of the Services in order to build a product or service which competes with the Services; (c) (without prejudice to clauses 2.1 (b) and 2.1 (c)) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services 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 Services. 2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Qubit.

Appears in 1 contract

Samples: Lone Worker Services Agreement

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Use of the Services. 2.1 Subject to the timely payment by Customer purchasing the Customer Subscriptions in accordance with clause 7.1 and any applicable Subscription Details, the restrictions set out in this clause 2 and the other terms and conditions of the Subscription Fees and solely during the Subscription Termthis Agreement, Qubit Safelink hereby grants to the Customer a non-exclusive, non-transferable right toto permit the Authorised Users and Participants to access and use the Services during the Subscription Term solely for the Purpose. 2.2 Safelink shall enable the Customer to access a Safelink Administrator Account (Administrator Account), which will include a console (Admin Console) that will permit the Customer to perform a number of administrative functions relating to the Software. 2.3 In relation to the Authorised Users and Participants, the Customer acknowledges and undertakes that: (a) permit the it shall, and shall procure that its Authorised Users shall, limit access and use of the Services to Authorised Users and Participants; (b) it will not allow the personal account of any Authorised User or Participant to be used by any individual who is not an Authorised User; (c) each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed no less frequently than annually and that each Authorised User and Participant shall keep his password confidential; and (bd) permit Third Party Users to use the Services; and (c) permit a Customer Affiliate if Safelink or Affiliates listed in the Sales Order Form and its employees and workers to use the Services 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) ascertains that any password has been provided 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 Service. 2.3 The Customer shall be solely responsible for any failure of a Customer Affiliate, individual who is not an Authorised User or Third Party User Participant, then without prejudice to comply with Safelink's other rights, the terms of the Agreement Customer shall promptly disable such passwords and Safelink shall ensure that, Customer Affiliates, Authorised Users and Third Party Users discontinue use upon termination of the Agreementnot issue any new passwords to any such individual. 2.4 The Customer shall: (i) use all reasonable endeavours to not (shall not, and shall procure that Third Party Authorised Users and Customer Affiliates Participants shall use all reasonable endeavours to not) , access, store, distribute or transmit any Viruses when using Viruses, or any material during the Servicescourse of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, or disability; or (iif) not use the Service in a manner that is otherwise illegal or causes damage or injury to any person or property; (iii) not use any automated system, including "robots," "spiders," "offline readers," to access and Safelink reserves the Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit mayright, without liability or prejudice to its other rights under the Agreement, disable to the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) to disable access to the Service for any material that breaches of the provisions of this clause 2.4clause. References to unlawful or illegal activity include activity which is unlawful or illegal in any jurisdiction in which the Customer has made or intends to make the Services available to Participants. 2.5 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement Agreement between the parties: : (i) and except to the extent expressly permitted under the this 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) Software in any form or media or by any means; or or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Script;Software; or (b) access all or any part of the Services in order to build a product or service which competes with the Services;; or (c) use the Services to provide services to third parties except as described in the Purpose; or (without prejudice d) subject to clauses 2.1 (b) and 2.1 (c)) clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, party except the Authorised Users as described in the Purpose; or (d) (without prejudice to clause 2.1 (b)e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2. 2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify QubitSafelink. 2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to and shall not be considered granted to any subsidiary or holding company of the Customer or to any affiliated company of the Customer.

Appears in 1 contract

Samples: Software as a Service Agreement

Use of the Services. 2.1 Subject to the timely payment by the Customer of the Subscription Fees and solely during the Subscription Term, Qubit Iress grants to the Customer a non-exclusive, non-transferable right to: (a) permit the transferable, terminable licence for Authorised Users to access and use the Services; andServices for the Permitted Purpose during the term of this Agreement. (b) permit Third Party 2.2 The Customer shall ensure that all Authorised Users are made aware of the terms of this Agreement that are relevant to their use of the Services; and (c) permit a Customer Affiliate or Affiliates listed in the Sales Order Form Services and its employees and workers to that they use the Services in each case solely accordance with this Agreement. The Customer shall be responsible 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 any breach of this clause 2.1 Agreement by the Customer. 2.2 Qubit permits the an Authorised User. The Customer (or if applicable the Customer Affiliate) to download the Script (including any updates to the Script must ensure that Qubit may Authorised Users do not 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 ServiceClaims against Iress. 2.3 The Customer shall be solely responsible for any failure of a Customer Affiliatemust not, an Authorised User or Third Party User to comply with the terms of the Agreement and shall must ensure that, Customer Affiliates, that 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 Third Party Users and Customer Affiliates shall use all reasonable endeavours to not) access, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service 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 Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) access to the Service for breaches of the provisions of this clause 2.4. 2.5 The Customer shall do 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, modifyreproduce, duplicateadapt, create derivative works from, frame, mirror, republish, download, display, transmit, modify or distribute all resell the Services or any portion of the Script make them (as applicable) 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 Scriptthem) available to any third parties other than Authorised Users; (b) use the Services (or permit the Services to be used) to transmit, download or access any information which is unlawful, harassing, offensive defamatory or obscene; (c) access all or any part of the Services in order to build a product or service which competes with the Services; (c) (without prejudice to clauses 2.1 (b) and 2.1 (c)) license, sell, rent, lease, transfer, assign, distribute, display, discloseServices or any software of Iress, or otherwise commercially exploit, or otherwise make permit the Services available (or any part of them) to be combined with or incorporated within any third party, orother program without the consent of Iress; (d) (alter or remove any copyright, trade xxxx, notice of Intellectual Property Rights or any other protective notice included in the Services without prejudice to clause 2.1 (b)) attempt to obtain, or assist third parties in obtaining, access to the Servicesprior written consent of Iress. 2.6 2.4 The Customer shall procure that Authorised Users keep their log in details and password secure and shall not disclose them to a third party or permit a third party to use all reasonable endeavours these details in order to prevent any unauthorised access to, the Services. Passwords are provided on an individual basis and no concurrent use or use of, sharing of passwords is permitted. If Authorised Users do share passwords or log in details then: (a) the information received via the Services and, may be inaccurate where such information relies on the FCA reference supplied in the event xml message submitted; and (b) we reserve the right to charge you additional fees in relation to any use by a person other than an Authorised User. 2.5 The Customer shall inform Iress of any such unauthorised access change in the details provided by the Customer on the Registration Form, including: (a) any change in Authorised Users (as notified on the Registration Form), including any Authorised Users who leave the Customer’s organisation; and (b) any change in FCA reference numbers. Any information provided via the Services is distributed upon the basis of the Authorised Users’ FCA reference number. In the event that this changes then the Customer (or use, promptly an Authorised User) must notify Qubitus immediately.

Appears in 1 contract

Samples: Exchange Licence Agreement

Use of the Services. 2.1 Subject to 7.1 The Customer may use the timely payment by Services for its own business purposes, provided always that 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 does not use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Services or any operating system; (b) use must not infringe ZOOM FIBRE’s intellectual property rights or those of any third party in relation to its use of the Services, including by the submission of any infringing materials; and (c) does not use the Services to send any communication or material which is illegal, defamatory, offensive or otherwise objectionable, including to spam, or to send or provide unsolicited advertising or promotional material or, knowingly to receive responses to any spam, unsolicited advertising or promotional material sent or provided by any third party. 7.2 The Customer shall be responsible for: (a) any access and use of the Services, including payment of all Charges incurred by the Customer and compliance with all terms and conditions by the Customer under this Contract; and (b) permit Third Party Users ensuring that the Customer’s equipment connected to use the Services; andZOOM FIBRE Network conforms to any and all interface specifications and routing protocols specified by ZOOM FIBRE. (c) permit a Customer Affiliate or Affiliates listed 7.3 The System Administrator must report all faults in the Sales Order Form and its employees and workers Services to use the Helpdesk. 7.4 This Contract for the provision of the Services in each case solely for is between ZOOM FIBRE and the Customer's internal business operations (and if applicable . The Customer may not resell the business purposes of a relevant Customer Affiliate); Nothing in this Agreement limits Customer’s liability for a breach of this clause 2.1 Services nor allow the Services to be used by the Customerany third party. 2.2 Qubit permits 7.5 Except as may be otherwise specifically provided under this Contract, the obligations and responsibilities of ZOOM FIBRE under this Contract are solely to the Customer (or if applicable the Customer Affiliate) and not 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 Servicethird party. 2.3 7.6 The Customer shall be solely responsible for indemnify ZOOM FIBRE against any failure of a liabilities or costs arising from: (a) any breach by the 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 Third Party Users and Customer Affiliates shall use all reasonable endeavours to not) access, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service 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 Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) access to the Service for breaches of the provisions of this clause 2.4. 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) in any form or media or by any means7; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Script;and (b) any and all claims by any third party in connection with the access all or any part and use of the Services. 7.7 ZOOM FIBRE does not guarantee total privacy in respect of the Customer’s use and access to the Services. The Customer acknowledges and accepts that ZOOM FIBRE may, from time to time, be required to monitor the Customer’s use of the Services in order response to build a product request from a governmental body in performing its regulatory or service which competes with the Services; (c) (without prejudice to clauses 2.1 (b) and 2.1 (c)) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services 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 Servicesstatutory functions. 2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Qubit.

Appears in 1 contract

Samples: Terms and Conditions

Use of the Services. 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 Services; and (b) permit Third Party Users to use the Services; and (c) permit a Customer Affiliate or Affiliates listed in the Sales Order Form and its employees and workers to use the Services 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 Service. 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 this Agreement and shall ensure that, Customer Affiliates, that Authorised Users and Third Party Users discontinue use upon completion of work for the Customer (or if earlier, upon termination of the this Agreement). 2.4 2.3 The Customer shall: (i) use all reasonable endeavours to not (shall not, and shall procure that Third Party Users and Customer Affiliates shall use all reasonable endeavours to do not) , access, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service 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 Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) access to the Service for breaches of the provisions of this clause 2.4. 2.5 2.4 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 this 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) 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; (b) access all or any part of the Services in order to build a product or service which competes with the Services; (c) use the Services to provide services to third parties; (without prejudice to clauses 2.1 (b) and 2.1 (c)d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or (de) (without prejudice to clause 2.1 (b)) attempt to obtain, or assist third parties in obtaining, access to the Services. 2.6 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Qubit.

Appears in 1 contract

Samples: Sales Contracts

Use of the Services. 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-exclusivenon-­‐exclusive, non-transferable non-­‐transferable right to: (a) permit the Authorised Authorized Users to use the Services; and (b) permit Third Party Users to use the Services; and (c) permit a Customer Affiliate or Affiliates listed in the Sales Order Form and its employees and workers to use the Services 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 Service. 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 this Agreement and shall ensure that, Customer Affiliates, Authorised that Authorized Users and Third Party Users discontinue use upon completion of work for the Customer (or if earlier, upon termination of the this Agreement). 2.4 2.3 The Customer shall: (i) use all reasonable endeavours to not (shall not, and shall procure that Third Party Users and Customer Affiliates shall use all reasonable endeavours to do not) , access, store, distribute or transmit any Viruses when using the Services; (ii) not use the Service 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 Service in a manner that sends more request messages to the 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 Service integrity or security. Qubit may, without liability or prejudice to its other rights under the Agreement, disable the Customer’s, the Third Party Users’ or the Customer’s Affiliate(s) access to the Service for breaches of the provisions of this clause 2.4. 2.5 2.4 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 this 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) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-human-­‐ perceivable form all or any part of the Script; (b) access all or any part of the Services in order to build a product or service which competes with the Services; (c) use the Services to provide services to third parties; (without prejudice to clauses 2.1 (b) and 2.1 (c)d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or (de) (without prejudice to clause 2.1 (b)) attempt to obtain, or assist third parties in obtaining, access to the Services. 2.6 2.5 The Customer shall use all reasonable endeavours endeavors to prevent any unauthorised unauthorized access to, or use of, the Services and, in the event of any such unauthorised unauthorized access or use, promptly notify Qubit.

Appears in 1 contract

Samples: Sales Contracts

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