Acceptable Use Terms

1. Introduction

These Acceptable Use Terms (“AUT”) are incorporated into the Agreement pursuant to the General Terms and Conditions and governs how Customer, its Affiliates, and its Authorized Users (collectively, the “User Group”) may access and use Supplier Resources.

Except where the context requires otherwise, capitalized words in this AUT have the meanings given to them in the General Terms and Conditions or elsewhere in the Agreement and the rules of interpretation in the General Terms and Conditions apply.

User Group are permitted to use and access Supplier Resources only for each party’s internal business operations in accordance with this AUT and the other terms of the Agreement.

Any breach of this AUT is deemed a material breach of the General Terms and Conditions.

Customer must ensure that as a condition of accessing and using Supplier Resources its Authorized Users are made aware of their obligations under and agree to abide by the terms of this AUT.

2. Restriction on use

As a condition of accessing and using Supplier Resources, Customer (on behalf of the User Group) and each Authorized User hereby undertakes to neither use Supplier Resources nor permit Supplier Resources to be used for any purpose or in any manner that is unlawful under Applicable Laws or does not comply with the Agreement (including in a manner that may infringe, misappropriate or violate the Intellectual Property Rights of third parties) or any instructions provided by Supplier, or to:

• Create, distribute or transmit Viruses;
• Gain unauthorized access to or use of computers, data, systems, accounts or networks of any person;
• Attempt to circumvent security controls, mechanisms, passwords or user authentication methods;
• Conduct probes, scans, vulnerability, penetration or other security testing of the Services or Supplier’s systems, networks or data;
• Simulate communications from Supplier or others in order to collect identity information, authentication credentials, or other information (i.e., phishing);
• Transmit unsolicited or unauthorized advertising or promotional materials or other forms of similar solicitation (i.e., spam);
• Represent that Supplier endorses other businesses, products or services unless Supplier has separately agreed to do so in writing;
• Commit or otherwise facilitate fraudulent or dishonest acts;
• Bully, insult, intimidate or humiliate any person;
• Disrupt the operations, business, equipment, websites or systems of Supplier or others, including denials of service and similar attacks;
• Impair others’ use of the Services or other services provided by Supplier to others;
• Threaten, harm, exploit or endanger minors or others;
• Cause damage or loss to tangible property.

3. Non-use restrictions

As a condition of accessing and using Supplier Resources, Customer (on behalf of the User Group) and each Authorized User hereby undertakes not to, without the prior written approval of Supplier:

• Sell, rent, lease, redistribute, assign, sub-lease, sub-license, timeshare, offer as a service bureau or otherwise transfer or in any way encumber Supplier Resources;
• Modify, add to, adapt, or otherwise enhance or create derivative works from Supplier Resources, including software or services which have materially the same use or functionality as Supplier Resources;
• Remove copyright notices or other forms of proprietary notices from Supplier Resources;
• Contest, or permit or assist any person in contesting, any of Supplier’s or its licensors’ rights, titles or interests in Supplier Resources;
• Copy Supplier Resources, except and only to the extent permitted by Applicable Laws and the terms of the Agreement.

4. Service use inputs

Customer will ensure that Service Use Inputs and communication will at all times be:

• Submitted lawfully and without infringing any Intellectual Property Rights of any person;
• Free of any Virus at the point of entering the Subscribed Service or Supplier’s systems;
• Factually accurate where it states facts and genuinely held where it states opinions;
• Provided with the necessary consent of any third party.

Customer will ensure that Service Use Inputs and communication will not:

• Be defamatory or likely to give rise to an allegation of defamation;
• Be obscene, seditious, vulgar, pornographic, sexually explicit, discriminatory, hateful, inflammatory or deceptive;
• Be abusive, threatening, offensive, harassing or invasive of privacy;
• Be racist, sexist, homophobic or xenophobic;
• Be liable to offend religious sentiments or deeply held beliefs;
• Be likely to cause offence, embarrassment or annoyance to any person;
• Be in contempt of court;
• Breach any legal duty owed to a third party;
• Promote any illegal or unlawful activity;
• Be deceptive or impersonate any person, or misrepresent the Customer’s identity or affiliation with any person;
• Advocate, promote or incite any party to commit or assist any unlawful or criminal act, including copyright infringement or computer misuse;
• 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;
• Contain any advertising or promote any services or web links to other sites.

5. No reverse engineering

Customer will not, nor permit others to, decompile, reverse engineer, disassemble or otherwise attempt to access the source code for the Subscribed Services, except that Customer and its Affiliates may decompile the Subscribed Services to the extent permitted by and subject to the provisions of Applicable Law where doing so is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the Subscribed Services or with another program (the “Information“) and such Information is not readily available.

For the purposes of this Section, the Information will be deemed to have not been readily available to Customer and its Affiliates if:

• The Information is not available from any person other than Supplier;
• Customer and its Affiliates have 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;
• 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 and its Affiliates to agree to 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 and its Affiliates or others contrary to the undertakings given in Section 5.

With respect to the Information, whether provided by Supplier or obtained by de-compilation, Customer and its Affiliates will not, nor permit others to:

• Use the Information for any purpose other than to achieve the interoperability of an independently created program with the Subscribed Services or other programs;
• Supply the Information to any other person except when necessary for the interoperability of the independently created program with the Subscribed Services or other programs subject to Section 5;
• Use the Information for the development, production or marketing of a computer program or services substantially similar in its expression to the Subscribed Services, or for any other copyright infringing act;
• Use the Information in a manner which unreasonably prejudices Supplier’s legitimate interests or conflicts with a normal exploitation of the Subscribed Services.

Customer and its Affiliates will only integrate or interface with the Subscribed Services using an application program interface approved by Supplier in writing. No other method of integration or interfacing with the Subscribed Services from any third party software or service is permitted.

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 Subscribed Services by Customer and its Affiliates in accordance with the Agreement.

6. Linking and other intellectual property right matters

As a condition of accessing and using Supplier Resources, Customer (on behalf of the User Group) and each Authorized User hereby agrees not to:

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