You undertake to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information;
You undertake. 11.2.1 not to use the Software in violation of this XXXX or applicable law; and
11.2.2 only to use the Software for the permitted use under clause 4.
You undertake. 6.2.1 not to provide or otherwise make available the Software in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) in any form to any person other than Your employees, temporary staff, agents or sub-contractors who need it for the purposes of this Agreement without Our prior written consent;
6.2.2 to comply with all applicable laws, regulations, and service guides in relation to Your activities under this Agreement;
6.2.3 not to access, store, distribute or transmit any Virus and to ensure that the Equipment is free from all and any Virus that may corrupt, downgrade or lead to the failure in or adversely affect the reliability or functionality of the Software and/or the Services provided by Us. In the event of an infection of the Software by a Virus that was caused by You, We reserve the right immediately to terminate this Agreement and shall not bear any liability for any damage caused to the Software, Equipment, data and/or losses (of any kind) suffered by You, and You shall indemnity Us for any losses (of any kind) caused to Us by the Virus and the cost of identifying and removing the Virus from Our system and/or the Software;
6.2.4 to ensure that the operating system and compiler and any other software with which the Software will be used is either Your property or it is legally licenced, hired or leased to You or for use with the Software;
6.2.5 to satisfy yourself that the Software meets the needs of Your business or purpose, and it is Your sole responsibility to determine that the Software is ready for operational use before it is so used. You are solely responsible for your actions and the decisions You make based on any Deliverables and Your use of the Software. If You are not qualified to make these assessments yourself, it is Your responsibility to engage the services of someone with requisite expertise who can make that assessment for You;
6.2.6 to allow Us to monitor any License metrics or Monthly Usage of the Software and to provide Us with full and accurate information and requested data as required in order for Us to monitor and calculate the Charges for the Monthly Usage or revised Charges for actual License metrics;
6.2.7 to ensure that You backup all Your data and information whether stored on the Equipment, Your computer equipment, file server, workstations, computers or otherwise before any such data or information is transferred to Us or before You or We...
You undertake. 8.1.1 to satisfy Yourself that the Software meets the needs of Your business, and it is Your sole responsibility to determine that the Software is ready for operational use in Your business before it is so used. If You are not qualified to make these assessments Yourself, it is Your responsibility to engage the services of someone with requisite expertise who can make that assessment for You;
8.1.2 to allow Our Software to transmit data to Us, at any time, to enable Us to check whether You are using a Current Release or enable Us to prompt You when a Current Release is available.
8.1.3 to allow Us to study Your information and data used with the Software for the purpose of rectifying any problems with the Software in relation to provision of Support;
8.1.4 to allow Us to monitor the Monthly Usage of the Software and to provide Us with full and accurate information and requested data as required in order for Us to monitor and calculate the Charges for the Monthly Usage;
8.1.5 to ensure that the operating system and compiler and any other software with which the Software will be used is either Your property or it is legally licensed to You for use with the Software, You will indemnify Us in respect of any claims by third parties and all related costs, expenses or damages in the event of any alleged violation of third party proprietary right which results in any claims against Us;
You undertake. 3.1.1 not to rent, lease, sub-license, loan or translate the Data or corresponding download password;
3.1.2 not to include the Data, any excerpts of the Data or corresponding download password on or in any public forum, including but not limited to webpages;
3.1.3 to supervise and control use of the Data and ensure that the Data is used by your employees in accordance with the terms of this License; and
3.1.4 not to provide, or otherwise make available, the Data or or corresponding download password in any form, in whole or in part to any person other than your employees.
3.1.5 not provide the Data or make the Data available in any form to your holding company or your subsidiaries.
You undertake. 15.2.1 to use your best endeavours to keep such equipment free from any Equipment Defect or Transmission Defect and to make suitable contingency arrangements to cover any such defect or the withdrawal or suspension of FacFlow;
15.2.2 immediately to load and use any Software updates which we may provide;
15.2.3 to keep secret and confidential the method of operation of FacFlow, the Software and all access data and security procedures and to tell us promptly if any contravention is known or suspected;
15.2.4 on a weekly basis or more frequently if we tell you, to make back up copies on disk of your sales ledger records, including invoices and credit notes, and to securely store such copies away from your premises for at least 4 months, and to advise us of their location.
You undertake. 7.9.1 not to register nor attempt to register any of the Intellectual Property Rights unless we ask you to do so in writing;
7.9.2 not to reproduce, exploit or otherwise make use of any of the Intellectual Property Rights (or any copies of any part of them) without our express written authority (and you shall not permit any other person, firm or company to so reproduce, exploit or use those Intellectual Property Rights);
7.9.3 to disclose in writing any works or inventions arising from the work you do for us or the Intellectual Property Rights created or arising from them.
You undertake. (a) not to copy any Documentation, except to the extent necessary for your own back-up purposes;
(b) to maintain the confidentiality of your Access Key and to the best of your ability not allow any unauthorised person to use your Access Key;
(c) not to transfer or otherwise deal in the Documentation or your rights under this Agreement;
(d) to maintain all copyright notices on the Documentation;
(e) to notify us immediately if you become aware that any person may have unauthorised knowledge, access to or use of the Service, the Software, the Documentation, your Access Key, Anonymous Segregated Business Data, Anonymous Aggregated Business Data, Anonymous Personal Information, Confidential Business Data, Personal Information and/or External Data;
(f) to notify us immediately if you consider that any Anonymous Segregated Business Data, Anonymous Aggregated Business Data or Anonymous Personal Information has been processed, manipulated or reverse engineered to reveal, or attempt to reveal, confidential data or identify a particular organisation or natural person, or if there is a risk of this occurring based on the nature of the relevant data.
You undertake. (a) not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or Documentation in accordance with condition 1.2 above;
(b) not to rent, lease, lend, sub-license or in any way distribute or transfer any rights granted to you under this License, or the Software or Documentation in any form, in whole or in part, to any person;
(c) not to modify, adapt translate or create derivative works of the Software or Documentation, (except and only to the extent that the foregoing restriction is prohibited by applicable law, and then only in accordance with applicable law);
(d) that, unless this limitation is prohibited by applicable law, you will not and will not attempt to, or allow any third party to (or make the Software available to any third party so that such party is able to), reverse engineer, decompile, defeat license encryption mechanisms, or disassemble the Software or otherwise derive source code of the Software ("Reverse Engineer" the Software). If applicable law grants you the right to Reverse Engineer the Software notwithstanding this limitation and to the extent that the following is permitted by applicable law, you must provide Align with:
(i) written notice of your intention to Reverse Engineer, and
(ii) information sufficient regarding your intended method of Reverse Engineering, its purpose and the legal authority for such activity, and you must afford Align a reasonable period of time before initiating such activity in order for Align to evaluate the activity and take steps to obviate the need for you to Reverse Engineer the Software in accordance with applicable law or challenge the Reverse Engineering activity with the appropriate legal authorities. Steps that Align might take to obviate the need for you to Reverse Engineer the Software could include, at Xxxxx's option, providing you with information essential to achieve inter-operability of the Software with another software program ("Interoperability Information") for a reasonable fee (which in any event will not exceed the actual costs incurred by such reverse engineering activities) and on reasonable terms. You must refrain from such Reverse Engineering activity until such time as any legal challenge is resolved in your favor. If we provide you with Interoperability Information:
(iii) you must use (and procure that your Permitted Employees use) that Interoperability Information only for the purpose of achieving inter-operability of the Sof...
You undertake. (i) at your sole risk and expense, to maintain on your computer and in a safe and efficient operating order, at such address as we may approve, a proprietary communications software package and modem which shall comply with the standards and requirements notified by us. You shall make suitable contingency arrangements to cover system or operating failures and suspension or withdrawal of the computerised facilities; and Sales Ledger Financing
(ii) to ensure that all Messages you send are correct and complete; and
(iii) to use the Computerised Facilities only for your own needs
