1.USE OF CENTRAL
1.1 Seequent will make Central available to the Customer in accordance with Schedules 1 and 2 of these Terms. The Customer and Authorised Users may access, use and store Material and other data in Central in accordance with the Customer’s Entitlements and this Agreement.
1.2 In relation to Authorised Users:
a. the establishment of user accounts for Authorised Users will be managed by the Customer through the administration portal. The Customer shall maintain an accurate record of all Authorised Users of Central, and shall provide such record to Seequent as reasonably requested from time to time;
b. the Customer shall ensure that each Authorised User accepts the User Terms and keeps confidential a secure password for their use of and access to Central; and
c. the Customer shall comply with the User Terms and is responsible for ensuring the compliance by Authorised Users with the terms of this Agreement and the User Terms.
1.3 In relation to the use of Central:
a. Seequent hereby grants to the Customer, on and subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable licence to allow Authorised Users to access Central;
b. the Customer shall not store, distribute or transmit through Central any Virus, or any Material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
c. the rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer unless expressly agreed by Seequent;
d. the Customer shall not:
i. attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of Central except to the extent expressly set out in this agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Central, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
iii. access all or any part of Central in order to build a product or service which competes with Central;
iv. make Central available to third parties except where the Customer permits any customer of the Customer to become an Authorised User for the purposes of receiving services from the Customer; or
v. subject to clause 15, transfer, temporarily or permanently, any of its rights under this Agreement; or
vi. attempt to obtain, or assist third parties in obtaining, access to Central; and
e. the Customer shall use reasonable endeavours to prevent any unauthorised access to, or use of, Central and notify Seequent promptly of any such unauthorised access or use.
2. CUSTOMER DATA
2.1. The Customer shall own all rights, title and interest in and to all Customer Data and Material and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and Material.
2.2. Seequent shall follow its archiving procedures for Customer Data and Material as described in Schedule 2. In the event of any loss or damage to Customer Data or Material, the Customer’s sole and exclusive remedy shall be for Seequent to use reasonable commercial endeavours to restore the lost or damaged Customer Data or Material from the latest back-up of such Customer Data or Material maintained by Seequent in accordance with the archiving procedure described in Schedule 2. Seequent shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data or Material caused by any third party (except those third parties sub-contracted by Seequent to perform services related to Customer Data or Material to undertake maintenance and back-up).
3. SUPPLIER’S OBLIGATIONS
3.1. Seequent shall perform the Support Services in accordance with the Service Levels.
3.2. Seequent will perform the Services with reasonable skill and care.
3.3. Seequent does not warrant that the Customer’s use of Central will be uninterrupted or error-free.
3.4. This Agreement shall not prevent Seequent from entering into similar agreements with third parties, or from independently developing, using, selling or licensing materials, products or services which are similar to those provided under this Agreement.
4. CUSTOMER’S OBLIGATIONS
4.1. The Customer shall:
a. provide Seequent with:
i. all necessary co-operation in relation to this Agreement; and
ii. all necessary access to such information as may be required by Seequent; in order to render the Services and deliver Central, including but not limited to Customer Data, security access information and software interfaces to the Customer’s other business applications; and
b. comply with the terms of this Agreement and all applicable laws and regulations with respect to its activities under this Agreement.
5. CHARGES AND PAYMENT
5.1. The Customer shall pay the Fees for the Services and Entitlements received by the Customer in accordance with this Agreement.
5.2. The Customer shall reimburse Seequent for all actual, reasonable travel expenses including, but not limited to, airfare, hotel and meals incurred by Seequent in performance of the Services provided that such expenses are approved by the Customer.
5.3. All payments under this Agreement shall be made free of deduction or withholding and net of sales, use or other taxes or duties. In the event that the Customer becomes liable to deduct or withhold an amount by way of tax or otherwise from payment of the Fees, or if Seequent are required to collect any sales, use or other taxes from the Customer, the Customer shall pay such additional amount as will be necessary to ensure that the amount of the fees received by Seequent equals the amount that would otherwise have been received in the absence of such deduction, withholding, tax or duty.