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1. INTRODUCTION

1.1 This Customer Acceptable Use Policy (as Updated from time to time) is incorporated into the Agreement pursuant to the General Terms and Conditions. It governs how Customer Group and the Authorized Users may access and use Supplier Property (including the Subscribed Services and Documentation).

1.2 Except where the context requires otherwise, capitalized words in this Customer Acceptable Use Policy shall have the meaning given to them in the General Terms and Conditions and the rules of interpretation in the General Terms and Conditions shall apply.

1.3 Customer Group and the Authorized Users are only permitted to use and access the Subscribed Services and Documentation for the Permitted Purpose and in accordance with the terms of the Agreement and shall only be permitted to use the other Supplier Property in accordance with the terms of the Agreement. Use of Supplier Property in any other way, including in contravention of any restriction on use set out in this Acceptable Use Policy, is not permitted.

1.4 Customer must ensure that each of its Authorized Users is made aware of their obligations under this Customer Acceptable Use Policy and agrees to abide by the terms of this Customer Acceptable Use Policy when accessing or using Supplier Property. If any person does not agree with the terms of this Acceptable Use Policy, Customer must ensure that they do not use Supplier Property.

2. RESTRICTIONS ON USE

2.1 As a condition of use of the Subscribed Services, Customer (on behalf of Customer Group and the Authorized Users) and each Authorized User undertakes not to use the Subscribed Services nor permit them to be used:

  • 2.1.1 for any purpose that is unlawful under any Applicable Law or prohibited by this Customer Acceptable Use Policy or the Agreement (including in any way which may infringe the Intellectual Property Rights of third parties, or which promotes any unlawful act);
  • 2.1.2 to commit or otherwise facilitate any fraudulent or dishonest act;
  • 2.1.3 to create, distribute or transmit any virus or any other contaminants (including codes, commands, instructions, devices, techniques, bugs, web bugs or design flaws) that access (without authorization), alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, impair, damage, disable, inhibit or shut down computer systems, networks, infrastructures, devices, websites, databases, software or other data or property, including malware, Trojan horses, computer viruses, ransomware and spyware (collectively, “Virus”);
  • 2.1.4 in any manner that disrupts the operations, business, equipment, websites or systems of Supplier or any other person or entity (including any denial of service and similar attacks);
  • 2.1.5 to gain unauthorized access to or use of any computers, data, systems, accounts or networks of any person;
  • 2.1.6 in any manner which may impair any other person’s use of the Services or use of any other services provided by Supplier to any other person;
  • 2.1.7 to attempt to circumvent any security controls or mechanisms, including any password or user authentication methods;
  • 2.1.8 to simulate communications from Supplier or another service or entity in order to collect identity information, authentication credentials, or other information (i.e., phishing);
  • 2.1.9 to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (i.e., spam);
  • 2.1.10 to represent or suggest that Supplier endorses any other business, product or service unless Supplier has separately agreed to do so in writing;
  • 2.1.11 in any manner that threatens, harms, exploits or endangers or may threaten, harm, exploit or endanger minors or any other person;
  • 2.1.12 to bully, insult, intimidate or humiliate any person.
  • 2.1.13 in connection with any service, use or purpose where the failure of the Services may endanger the health or life of any person or cause damage or loss to any tangible property or the environment;
  • 2.1.14 in any manner inconsistent with the terms of the Agreement or with the relevant Documentation or other instructions provided by Supplier from time to time; or
  • 2.1.15 in any manner which does not comply with the provisions relating to Intellectual Property Rights contained in the Agreement.

3. NON-USE RESTRICTIONS

3.1 As a condition of use of Supplier Property, Customer (on behalf of Customer Group and the Authorized Users) and each Authorized User shall not, nor permit others to, without the prior written approval of Supplier, perform any of the Restrictions set forth in clause 3.4 of the General Terms and Conditions, except:

  • 3.1.1 Customer Group may copy Supplier Property only to the extent permitted by Applicable Law, the terms of the Agreement, or by the express written agreement of Supplier, and then only provided that Customer keeps accurate and up-to-date records of such copying containing such information as Supplier reasonably requests; and
  • 3.1.2 Customer Group may decompile the Services to the extent permitted by and subject to the provisions of Applicable Law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the Services or with another program (the "Information") and the Information is not readily available.

3.2 For the purposes of paragraph 3.1.2, the Information shall be deemed to have not been readily available to Customer Group if:

  • 3.2.1 the Information is not available from any person other than Supplier; and
  • 3.2.2 Customer Group has provided in writing such details about the purpose for which the Information is requested as are necessary to enable Supplier to determine what needs to be provided; and
  • 3.2.3 Supplier fails to provide the Information within 60 days of receipt of the request and all necessary details unless such failure is due either to the refusal of Customer Group to agree fair and non-discriminatory terms concerning the payment of any charge or fee for reimbursement of Supplier’s reasonable costs and expenses incurred in connection with providing the Information or Supplier has reasonable grounds to believe that the Information will be used by Customer Group or others contrary to the undertakings given in paragraph 4.2.

3.3 With respect to the Information, whether provided by Supplier or obtained by decompilation, Customer Group shall not, nor permit others to use the Information for any purpose other than to achieve the interoperability of an independently created program with the Services or other programs. Customer Group shall not supply the Information to any other person except when necessary for the interoperability of the independently created program with the Services or other programs subject to paragraph 3.4.

3.4 Customer Group shall only integrate or interface with the Services using an application program interface approved by Supplier in writing or as otherwise specified in the relevant description of the Services. No other method of integration or interfacing with the Services from any third-party software or service is permitted.

3.5 Customer acknowledges and agrees that none of the acts which are prohibited by the provisions of the Agreement are necessary for the use of the Services by Customer Group in accordance with the Agreement.

3.6 As a condition of use of the Services, Customer (on behalf of Customer Group and the Authorized Users) and each Authorized User agrees not to:

  • 3.6.1 create a frame or any other browser or border environment around the content of the Services; or
  • 3.6.2 use or display any of Supplier’s trademarks or other trademarks or logos used on the Services without Supplier’s written permission together with that of the owner of such trademarks or logos.

4. CUSTOMER DATA

4.1 Any Customer Data or communication made on or using the Services by any Customer or Customer Personnel or any other person must conform to appropriate and lawful standards of accuracy, decency and lawfulness, which shall be applied in Suppliers discretion, acting reasonably.

4.2 In particular:

  • 4.2.1 Customer warrants and undertakes that any Customer Data and each such communication shall at all times be:
    • a) In any way that breaches any applicable local, national or international law or regulation.
    • (a) submitted lawfully and without infringement of any Intellectual Property Rights of any person;
    • (b) free of any Virus (at the point of entering the Service or Supplier’s systems);
    • (c) factually accurate (where it states facts) and genuinely held (where it states opinions); and
    • (d) provided with the necessary consent of any third party; and
  • 4.2.2 Customer warrants and undertakes that any Customer Data shall not, and each such communication, shall not:
    • a) In any way that breaches any applicable local, national or international law or regulation.
    • (a) be defamatory or likely to give rise to an allegation of defamation;
    • (b) be obscene, seditious, vulgar, pornographic, sexually explicit, discriminatory, hateful, inflammatory or deceptive;
    • (c) be abusive, threatening, offensive, harassing or invasive of privacy;
    • (d) be racist, sexist, homophobic or xenophobic;
    • (e) be liable to offend religious sentiments or deeply held beliefs;
    • (f) be likely to cause offence, embarrassment or annoyance to any person;
    • (g) be in contempt of court
    • (h) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
    • (i) promote any illegal or unlawful activity;
    • (j) be deceptive or impersonate any person, or misrepresent the Customer’s identity or affiliation with any person;
    • (k) advocate, promote, incite any party to commit, or assist any unlawful or criminal act, including copyright infringement or computer misuse.
    • (l) contain a statement which Customer knows or believes, or has reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
    • (m) contain any advertising or promote any services or web links to other sites.