2.1 Subject to the Customer purchasing and paying for the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) it will purchase and pay for a User Subscription for each Authorised User, and that the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription 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 through that User Subscription;
(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) it shall permit the Supplier 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 the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
(e) if any of the audits referred to in clause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights (including, in particular, the rights under clause 2.2(f)), the Customer shall upon notice from the Supplier, promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(f) if any of the audits referred to in clause 2.2(d)reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.
2.3 The Customer is solely responsible for any and all usage and activities by its Authorised Users. The Supplier is entitled to and will treat all such usage and activities as having been conducted by the Customer or with the Customer’s knowledge and authority. For the avoidance of doubt, in cases where an Authorised User has allowed any other person to use a User Subscription or has negligently or otherwise made a password available to other persons, the Customer agrees that it remains fully responsible for
(a) the usage and activities of such other persons; and
(b) the consequences of any use or misuse of the User Subscription.
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:
(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 any other illegal activity; or
(f) infringes any rights (including intellectual property rights) of any person, or causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
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 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 Software and/or Documentation (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 Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
(c) use the Services and/or Documentation to provide services to third parties;
(d) subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users;
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2;
(f) attempt to obtain access to or interfere with our programs or data, or programs or data of any other user of our Services or Software; and
(g) use in conjunction with our Services, any equipment, accessory and/or hardware other than that which has been supplied or approved by us.
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, the Customer shall promptly notify the Supplier, provide details of such access or use, and take all steps necessary to stop or prevent further unauthorised access or use.
2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any related, subsidiary or holding company of the Customer. The Customer may not designate or authorise employees, agents and independent contractors of such other companies, as the Customer’s Authorised Users.
