IMPORTANT NOTICE: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES AND ASSOCIATED SOFTWARE.
BY SIGNING UP TO OUR SERVICE OR USING THE SERVICES YOU AGREE TO COMPLY WITH THESE TERMS AND ALL ORDER FORMS AND INCORPORATED POLICIES (THE “AGREEMENT”).
IF YOU DO NOT AGREE TO THESE TERMS YOU ARE NOT PERMITTED TO USE THE SERVICES AND ASSOCIATED SOFTWARE.
These Terms create an agreement between you and GRAPHY TECHNOLOGIES LTD, a company incorporated in England and Wales (No.11994729) and having its Registered Office at Octagon Point, 5 Cheapside, London, United Kingdom, EC2V 6AA (hereinafter referred to by name or as “us”, “we”, “our”). These Terms govern the provision of Services which comprise of the Software, including any and all related components and documentation.
1. Services 1.1 We shall, during the Subscription Term, provide the Services to you on and subject to the terms of this agreement. 1.2 We may update the Services from time to time without prior notice including the incorporation of patches, corrections of errors, discontinuation or modification of features or make new features, functionality, applications or tools available in respect of the Services. 1.3 We will provide a web link and e-mail address, as notified to you from time to time, which you should use to report faults or problems with the Services. However, no specific technical support is provided for the Software as part of the Services. If requested by you, we may, at our discretion, provide technical support services however we are under no obligation to provide such support. An additional charge may apply to the provision of such support services at our then current rates.
2. User subscriptions 2.1 Subject to the terms and conditions of this agreement, we hereby grants to you a non-exclusive, non-transferable licence, without the right to grant sublicences, to permit Authorised Users to create a User Account and use the Services during the Subscription Term solely for your internal business operations. 2.2 In relation to the Authorised Users, you undertake that:
2.2.1 the maximum number of Authorised Users that you authorise to access and use the Services and the Documentation shall not exceed the number of User Subscriptions you have purchased from time to time; 2.2.2 you 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; 2.2.3 each Authorised User shall keep access to their User Account secure and shall keep any password for accessing the Services confidential and not disclose this to any unauthorised third parties; 2.2.4 you shall permit us or our designated auditor to audit the Services in order to establish the name of each Authorised User to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business; and 2.2.5 if any of the audits referred to in clause 2.2.4 reveal that you have underpaid Subscription Fees to us, then without prejudice to our other rights, you shall pay to us an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.
2.3 You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 2.3.2 facilitates illegal activity; 2.3.3 depicts sexually explicit images; 2.3.4 promotes unlawful violence; 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 2.3.6 is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without liability or prejudice to its other rights to you, to disable your access and the access of any Authorised User to any material that breaches the provisions of this clause.
2.4 You shall not, and shall ensure that Authorised Users shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) 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 de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2 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; or 2.4.3 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, or 2.4.4 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 1.; or 2.4.5 provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us; or 2.4.6 introduce or permit the introduction of, any Virus or Vulnerability into our network and information systems.
2.5 You 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, promptly notify us.
3. Additional user subscriptions 3.1 You may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Order Form and we shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement, subject to payment by you of the relevant fees for such additional User Subscriptions.