Use of Services and Content; Additional Subscriber Obligations

2.1. Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services are purchased as User subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. “User” means an individual who is authorized by Subscriber to use a Service, for whom Subscriber has ordered the Service, and to whom Subscriber (or Provider at Subscriber’s request) has supplied a user identification and password. Users may include persons who are, for example, Subscriber’s employees, consultants, contractors and agents, and third parties with whom Subscriber transacts business

2.2. Usage Limits. The Services are subject to usage limits, including, without limitation, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service, and (d) if additional User access is added during the Term, the added User access shall terminate on the same date as User access for the pre-existing subscriptions. If Subscriber exceeds a contractual usage limit, Subscriber agrees to reduce Subscriber’s usage upon request so that it conforms to that limit. If Subscriber does not abide by a contractual usage limit, as reasonably determined by Provider, Subscriber will execute an Order Form for additional quantities of the applicable Services promptly upon Provider’s request, and/or pay any invoice for excess usage in accordance with Section 3.2 (Invoicing and Payment).

 

2.3. Subscriber’s Responsibilities. Subscriber will (a) use the Services and Content only in accordance with the Documentation and applicable laws and government regulations, (b) comply with terms of service of Non-Cloud Theory Applications with which Subscriber uses Services or Content, (c) be responsible for Users’ compliance with this Agreement, (d) be responsible for the accuracy, quality and legality of Subscriber’s Data and the means by which Subscriber acquired Subscriber’s Data, and (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Content, and notify Provider promptly of any actual or suspected unauthorized access or use.

2.4. Usage Restrictions. Subscriber will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than Subscriber or to Users as set forth on an Order Form, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code (as defined below), (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Subscriber’s own intranets or otherwise for Subscriber’s own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, (l) reverse engineer any Service, (m) create any derivative work based on any Service except as expressly authorized herein or (n) copy any features, functions or graphics of any Service. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, without limitation, viruses, worms, time bombs and Trojan horses.