RESTRICTIONS AND RESPONSIBILITIES. 3.1 Customer may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any information or results thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
3.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify, defend and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing, Customer Data (as defined below), breach of Customer’s representations and warranties, or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment.
3.4 Company may register Authorized Users on the Service with unique usernames and passwords to enable Authorized Users to access the Services pursuant to this Agreement. Each username and password may only be used to access the Services du...
RESTRICTIONS AND RESPONSIBILITIES. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications.
6.2 Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications or any software, documentation or data related to the FOCUSIT Applications (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications or any Software (except to the extent expressly permitted by FOCUSIT or authorized within the FOCUSIT Applications); use the FOCUSIT Applications or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
6.3 Further, Client may not remove or export from the United States or allow the export or re-export of the FOCUSIT Applications, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
6.4 Client represents, covenants, and warrants that Client and its End Users will use the FOCUSIT Applications only in compliance with this Agreement, the Terms of Use, the User Access Agreement and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless FOCUSIT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in...
RESTRICTIONS AND RESPONSIBILITIES. 2.1 This is a contract for Services and the applicable hosted software will be installed, accessed and maintained only by or for Service Provider and no license is granted thereto. Subject to all terms of this Agreement, Service Provider hereby grants to Customer, for the term of this Agreement, a non-exclusive, nonsublicensable, non-transferable, non-assignable, royalty free license to use, reproduce and distribute internally within Customer’s business, and for Customer’s internal use only (and only in accordance with any applicable documentation), the documentation and data provided to Customer by Service Provider (the “Customer Data”). Customer will not (and will not allow any third party to), directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services (or any underlying software, documentation or data related to the Services); modify, translate, or create derivative works based on the Services or any underlying software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any underlying software; use the Services or any underlying software for timesharing or service bureau purposes or otherwise for the benefit of a third party; publish the Customer Data without the prior written consent of Service Provider; or remove any proprietary notices or labels.
2.2 Customer represents, covenants, and warrants that Customer will access and use the Services only in compliance with Service Provider’s standard access and security policies then in effect. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). Customer shall be responsible for compliance with any and all applicable third party terms of service and privacy policies for platforms, networks and/or websites that they run their applications on, including but not limited to, Facebook, Android, Blackberry or iOS/App Store.
2.3 Customer shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Service Provider’s published p...
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Except as expressly authorized in Section 1.1, Customer will not, and will not permit any third party to: use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; use the Licensed Materials or any other GitLab software for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); except as expressly permitted herein; use the Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Materials or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of GitLab, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Nothing in this Agreement shall prohibit Customer from using the Licensed Materials for benchmark testing or comparative analysis.
2.2 Customer will cooperate with GitLab in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as GitLab may reasonably request. Customer will also cooperate with GitLab in establishing a password ...
RESTRICTIONS AND RESPONSIBILITIES. Except as otherwise permitted by local copyright legislation or agreed to in writing by the Company, the Customer must not reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify or otherwise reverse engineer all or any part of the Services or any software, documentation or data related to the Services. With respect to any Services that are distributed or provided to the Customer for use on the Customer’s premises or devices, the Company hereby grants the Customer a non-exclusive, irrevocable, non-transferable, non-sub-licensable license to use such Services during the Term only in connection with the Services. At termination of this Agreement, the license identified above shall be revocable by the Company. The Customer represents, covenants, and warrants that the Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations. The Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action that arises from any violation (alleged or actual) of the foregoing or otherwise arising from the Customer’s use of Services. Although the Company has no obligation to monitor the Customer’s use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.
RESTRICTIONS AND RESPONSIBILITIES. 2.1. Company hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term in accordance with the Agreement, solely for Customer's business purposes. Customer will not, directly or indirectly (except to the extent permitted by any applicable law which is incapable of exclusion by the agreement of the parties): reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms (including Company's availability algorithm and booking widget) relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorised within the Services); license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services and any Software (except to the extent expressly permitted by Company or authorised within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable licence to use such Software during the Term only in connection with the Services.
2.2. Customer shall comply with all applicable technology control and export laws and regulations.
2.3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with the terms and conditions of the Agreement, and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from any actual or alleged breach of the terms and conditions of the Agreement, and/or any applicable laws and regulations, or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4. Customer shall be responsible fo...
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Use of the Network is subject to limits that are specified in the applicable Subscription Agreement. Unless otherwise specified in the applicable Subscription Agreement, the Network may not be accessed by more than the number of Rovers specified in the applicable Subscription Agreement. If Subscriber exceeds a contractual usage limit, Provider may work with Subscriber to seek to reduce Subscriber’s usage so that it conforms to that limit. If, notwithstanding these efforts, Subscriber is unable or unwilling to abide by a contractual usage limit, Subscriber will execute a Subscription Agreement for additional quantities of Rovers promptly upon request, and/or pay any invoice for excess usage in accordance with this Subscription Agreement. Additional Rovers may be purchased during the Term by signing an additional Subscription Agreement and paying the additional fees for such additional Rovers.
2.2 Subscriber will: (a) be responsible for its users’ compliance with this Subscription Agreement; (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Network, and notify Provider promptly of any such unauthorized access or use; (c) use the Network only in accordance with this Subscription Agreement, Provider’s published policies in effect from time-to-time and applicable laws and government rules and regulations; and (d) provide Provider with assistance, information and materials that are reasonably requested as necessary to effectively provide the Network.
2.3 Subscriber will not, directly or indirectly, do any of the following: (a) make the Network available to, or use the Network for the benefit of, anyone other than Subscriber or its authorized Rovers; (b) sell, resell, license, sublicense, distribute, rent or lease the Network without Provider’s written approval; (c) interfere with or disrupt the integrity or performance of any the Network; (d) attempt to gain unauthorized access to the Network; or (e) permit direct or indirect access to or use of the Network in a way that circumvents a contractual usage limit.
2.4 Subscriber will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Network or any software, documentation or data related to the Network (“Software”); (b) modify, translate, or create derivative works based on the Network or any Software (except to the extent...
RESTRICTIONS AND RESPONSIBILITIES. 2.1 Customer will not, and will not permit any third party to, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Electric Platform (including any software used to provide the Electric Platform) or the Client Software (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Electric Platform or Client Software; or copy (except for archival purposes), rent, lease, pledge, assign, or otherwise transfer or encumber rights to the Electric Platform or Client Software; post, upload, or otherwise store or transmit through the Electric Platform any data or other content that is obscene, pornographic, threatening, harmful, or otherwise violates this Agreement or the rights of others; or use the Electric Platform or Client Software (i) for the benefit of a third party, (ii) other than for Customer’s own internal business purposes, (iii) to build a competitive product or service, (iv) in violation of any applicable laws, rules and regulations, or (v) as a relied upon means for contacting any police, fire, medical, or other emergency services.
2.2 Customer will use reasonable measures to safeguard the security of any credentials issued by Electric or registered by Customer for access to the Electric Platform in order to prevent unauthorized access to the Electric Platform, and shall notify Electric promptly of any such unauthorized access or use that it becomes aware of. Customer shall be responsible for compliance with this Agreement by any person or entity it allows to access the Electric Platform on its behalf.
RESTRICTIONS AND RESPONSIBILITIES. 3.1 Licensee shall not, directly or indirectly, make the Ringgold Data or API or any part thereof, publicly available via an Application, or available to any third party via an Application or API without Ringgold’s prior written consent, which may be withheld for any reason. Notwithstanding the forgoing, should Licensee hold rights to distribute limited Ringgold Data to third parties as defined by the Contract for Services Agreement, or a Non-disclosure Agreement or Confidentiality Agreement (collectively “NDA”) signed by Licensee, the third party and Ringgold, then the Contract for Services Agreement and NDA shall prevail.
3.2 Licensee must comply with all restrictions set forth in this Schedule, the Contract for Services Agreement, Xxxxxxxx’x Privacy Policy, and the General API Guidelines in all uses of the API and Ringgold Data. If Xxxxxxxx believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition or the spirit of this Schedule, the license afforded Licensee pursuant to this Schedule may be temporarily or permanently revoked, with or without notice to Licensee.
3.3 In order to use and access the API, Licensee must obtain API credentials (a “Key”). Licensee may not share its Key with any third party, shall keep such Key and all Login information secure, and shall use the Key as Licensee’s sole means of accessing the API.
3.4 Licensee’s Applications may not use or access the API in order to monitor the availability, performance, or functionality of the API, unless pursuant to a separate Service Level Agreement as part of the Contract for Services.
3.5 Licensee is not permitted to use the API or any Ringgold Data in any manner that does or could potentially undermine the security of the Services, the API, Ringgold Data or any other data or information stored or transmitted using the Services. In addition, Licensee shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Services or the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Services or the API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services or the API.
3.6 Licensee acknowledges that Licensee is solely responsible, and that Ringgold has no responsibility or liability of any kind, for the content, development, operati...
RESTRICTIONS AND RESPONSIBILITIES. 1.1 The Service is hosted in the continental United States, Europe, or Australia.
1.2 Customer shall be exclusively responsible for supervision, management, and control of its use of the Service, including without limitation; ensuring proper desktop specifications, security access controls, and entering, modifying and managing Customer Data.
1.3 Customer acknowledges that the minimum requirement for desktop PC operation of the Service is Microsoft Internet Explorer 9.0 (or higher), Mozilla Firefox, Safari or Google Chrome. Future Service releases may require use of newer versions of these browsers. Conga will provide a minimum of 90 days written notice to Customer if Service Updates will require other versions of browsers.
1.4 Conga will provide Documentation explaining how to access the Service and use all functions of the Service.
1.5 Conga will store and backup Customer Data in the Service.
1.6 If Conga will have access to any part of Customer’s computer system, Xxxxx agrees that each individual having access will:
1.6.1 Be assigned a separate log-in ID by Customer and will use only that ID when logging on to Customer’s system;
1.6.2 Log-off Customer’s system immediately upon completion of each session of service;
1.6.3 Not allow other individuals to access Customer Data; and
1.6.4 Keep strictly confidential the log-in ID and all other information that enables such access.
