Permitted Use
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- 1.1Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, RBTS Materials or Third Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Services, the RBTS Materials and the Third Party Materials are and will remain with RBTS and the respective rights holders in the Third Party Materials.
- 1.2Authorization Limitations and Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or RBTS Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:
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- (a)copy, modify or create derivative works or improvements of the Services or RBTS Materials;
- (b)rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or RBTS Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
- (c)reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or RBTS Materials, in whole or in part;
- (d)bypass or breach any security device or protection used by the Services or RBTS Materials or access or use the Services or RBTS Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
- (e)input, upload, transmit or otherwise provide to or through the Services or RBTS Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
- (f)damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, RBTS Systems or RBTS' provision of services to any third party, in whole or in part;
- (g)remove, delete, alter or obscure any trademarks, Specifications, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or RBTS Materials, including any copy thereof;
- (h)access or use the Services or RBTS Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other customer), or that violates any applicable Law;
- (i)access or use the Services or RBTS Materials for purposes of competitive analysis of the Services or RBTS Materials, the development, provision or use of a competing software service or product or any other purpose that is to RBTS' detriment or commercial disadvantage; or
- (j)otherwise access or use the Services or RBTS Materials beyond the scope of the authorization granted under Section 2.1.
- 1.3Service Use and Data Storage. Schedule A sets forth a schedule of Fees for designated levels of Hosted Service usage and data storage (each a "Service Allocation"), beginning with the Fees payable by Customer for the levels of Hosted Service usage and data storage in effect as of the Effective Date. RBTS will use commercially reasonable efforts to notify Customer in writing if Customer has reached ninety percent (90%) of its then current Service Allocation and Customer may increase its Service Allocation and corresponding Fee obligations in accordance with Schedule A. If Customer exceeds its Service Allocation by more than ten percent (10%) for any relevant period, Customer shall also pay to RBTS the applicable excess usage and storage Fees set forth in Schedule A. Customer acknowledges that exceeding its then-current Service Allocation may result in service degradation for Customer and other RBTS customers and agrees that:
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- (a)RBTS has no obligation to permit Customer to exceed its then-current Service Allocation;
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- (b)Customer is not entitled to any Service Level Credits for periods during which Customer exceeds its then-current Service Allocation, regardless of whether the Hosted Services fail to meet the Availability Requirement during such period.
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Customer Obligations.
- 2.1Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide RBTS Personnel with such access to Customer's premises and Customer Systems as is necessary for RBTS to perform the Services in accordance with the Availability Requirement and Specifications; and (c) provide all cooperation and assistance as RBTS may reasonably request to enable RBTS to exercise its rights and perform its obligations under and in connection with this Agreement.