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#4833-2294-9365.4
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<br />(a) Provision of Access. Subject to and conditioned on Customer's payment of
<br />Fees, if any, and compliance with all other terms and conditions of this Agreement,
<br />Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance
<br />with Section 12(g)) right to access and use the Services during the Term, solely for use
<br />by Authorized Users in accordance with the terms and conditions herein. Such use is
<br />limited to Customer's internal use. Provider shall provide to Customer the necessary
<br />passwords and network links or connections to allow Customer to access the Services.
<br />The total number of Authorized Users will not exceed the number set forth in Exhibit A,
<br />except as expressly agreed to in writing by the Parties and subject to any appropriate
<br />adjustment of the Fees payable hereunder.
<br />(b) Documentation License. Subject to the terms and conditions contained in
<br />this Agreement, Provider hereby grants to Customer a non -exclusive, non-sublicensable,
<br />non-transferable (except in compliance with Section 12(g)) license to use the
<br />Documentation during the Term solely for Customer's internal business purposes in
<br />connection with its use of the Services.
<br />(c) Use Restrictions. Customer shall not use the Services for any purposes
<br />beyond the scope of the access granted in this Agreement. Customer shall not at any time,
<br />directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or
<br />create derivative works of the Services or Documentation, in whole or in part; (ii) rent,
<br />lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise
<br />make available the Services or Documentation; (iii) reverse engineer, disassemble,
<br />decompile, decode, adapt, or otherwise attempt to derive or gain access to any software
<br />component of the Services, in whole or in part; (iv) remove any proprietary notices from
<br />the Services or Documentation; or (v) use the Services or Documentation in any manner
<br />or for any purpose that infringes, misappropriates, or otherwise violates any intellectual
<br />property right or other right of any person, or that violates any applicable law.
<br />(d) Reservation of Rights. Provider reserves all rights not expressly granted to
<br />Customer in this Agreement. Except for the limited rights and licenses expressly granted
<br />under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel,
<br />or otherwise, to Customer or any third party any intellectual property rights or other right,
<br />title, or interest in or to the Provider IP.
<br />(e) Suspension. Notwithstanding anything to the contrary in this Agreement,
<br />Provider may temporarily suspend Customer's and any Authorized User's access to any
<br />portion or all of the Services if: (i) Provider reasonably determines that (A) there is a
<br />threat or attack on any of the Provider IP; (B) Customer's or any Authorized User's use of
<br />the Provider IP disrupts or poses a security risk to the Provider IP or to any other
<br />customer or vendor of Provider; (C) Customer, or any Authorized User, is using the
<br />Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer
<br />has ceased to continue its business in the ordinary course, made an assignment for the
<br />benefit of creditors or similar disposition of its assets, or become the subject of any
<br />bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E)
<br />Provider's provision of the Services to Customer or any Authorized User is prohibited by
<br />applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access
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