USER LICENCES. 2.1. Supplier hereby grants to the Customer a non-exclusive, non-transferable license to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations and for the number of licenses subscribed for in the Order Form (each a “User Licence”).
USER LICENCES. 2.1 Subject to the Customer purchasing the User Licences in accordance with clause 3.2, and on the other terms and conditions of this agreement, the Supplier grants to the Customer a non- exclusive, non-transferable right to permit the Authorised Users to use the BroadCare Services during the Licence Term solely for the Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 It will not permit the number of Authorised Users to simultaneously access or use the system to exceed the number of Authorised User licences.
2.2.2 Is responsible for ensuring that each Authorised User keeps a secure password for the use of the BroadCare Services, that such password is changed in accordance with good data security practice, and is kept confidential;
2.2.3 In compliance with its obligations under clause 2.2.2 with regards to security the Customer shall give due consideration to the following types of security measures
(a) Physical Security.
(b) Access Control.
(c) Security and Privacy Enhancing Technologies.
(d) Awareness, training and security checks in relation to personnel.
(e) Audit Controls/Due Diligence.
2.2.4 it shall maintain an up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of a request;
2.3 The Customer shall permit the Supplier to audit its use of the BroadCare Services; such audit may be conducted no more than once per quarter, at the Supplier's expense, with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business. If any audit reveal that the Customer has underpaid Licence Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the Supplier's then current price list, within 10 Business Days of the date of the relevant audit.
2.4 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reser...
USER LICENCES.
3.1. Subject to you purchasing the User Licences in accordance with clause 4.3 and clause 10.1, the restrictions set out in this clause 3 and the other terms and conditions of this Agreement, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for your internal business operations.
3.2. In relation to the Authorised Users, you undertake that:
(a) the maximum number of Authorised Users that you authorise to access and use the Services and the Documentation shall not exceed the number of User Licences you have purchased from time to time;
(b) you will not allow or suffer any User Licence to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(c) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than yearly and that each Authorised User shall keep his password confidential;
(d) you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 5 Business Days of our written request at any time or times;
(e) you shall permit us to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
(f) if any of the audits referred to in clause 3.2
(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 3.2(e) reveal that you have underpaid Subscription Fees to us, then without prejudice to our other rights, you shall pay to us an amount equal to such underpayment as calculated in accordance with the prices set out in the Order within 10 Business Days of the date of the relevant audit.
3.3. You shall not access, store, distribute or transmit any Viruses, or any material du...
USER LICENCES. 2.1 Subject to the Customer purchasing the User Licences in accordance with condition 3.3 and condition 10.1, Posturite grants to the Customer, a non-exclusive, non-transferable right to use the Products (WorkRite) during the Term.
2.2 In relation to the Licensed Users, the Customer undertakes that:
2.2.1 the maximum number of Licensed Users that it authorises to access and use the Products shall not exceed the number of User Licences it has purchased as set out in the Contract Particulars;
2.2.2 each Licensed User shall keep a secure password for his use of the Products, and each Licensed User shall keep his password confidential; and
2.2.3 it shall maintain a written, up to date list of current Licensed Users and provide such list to Posturite within five (5) Business Days of Posturite’s reasonable request at any time.
2.3 The Customer shall not, and shall procure that the Licensed User shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Products, that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property; and Posturite reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this condition 2.3.
2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Products in order to build a product or Product which competes with the Products; and
2.4.3 subject to condition 25.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Products available to any third party except the L...
USER LICENCES. The entire property is certified for legal commercial use.
