Subscription Agreement - Shotcaller Global, Inc. - Gun OPS Software License Renewal

Home Browse Search

n) CUSTOMER will not, and will cause each User to not, use the Service Data, in whole or in part, in the development of (1) any application that is outside the scope of this Agreement or (2) any data products or services to be provided to third parties. CUSTOMER acknowledges that COMPANY is obligated to comply with certain restrictions and requirements placed upon the use of the Service Data by the relevant data suppliers or licensors; and; CUSTOMER will, and cause each User to strictly comply with all restrictions and requirements now or hereafter imposed upon COMPANY by any Service Data supplier or licensor and made known to CUSTOMER in writing. 2.2 User IDS and Passwords. As part of the subscription, COMPANY will provide to CUSTOMER a user 1D and passcode or other secured means to access the Services, as applicable. CUSTOMER is responsible for maintaining the confidentiality of its user ID and passcode and will be solely liable for all activities that occur under CUSTOMER's user ID. CUSTOMER will immediately notify COMPANY of any unauthorized use of CUSTOMER's user ID and request a change of any affected passcode. CUSTOMER agrees to access the Services and Software in a secure manner in compliance with COMPANY's reasonable standards established from time to time, which currently require, to the extent applicable, CUSTOMER's use of web browsers utilizing 128 bit SSL encryption. CUSTOMER will have sole responsibility and will be liable to COMPANY for, the accuracy, quality, integrity, legality, reliability and appropriateness of all data. 2.3 Access to System. CUSTOMER is responsible for obtaining and maintaining at its expense all necessary hardware, software, modems, internet connections and other items necessary for CUSTOMER and each User to access and use the System as provided herein. 2.4 Users. The number of Users CUSTOMER may grant access to the System is set forth in Schedule A. Any third party User of CUSTOMER must agree to the terms of this Agreement in writing before CUSTOMER establishes an account for any User and provides the User with access to the System. CUSTOMER agrees that it is solely responsible for the selection of Users that CUSTOMER will allow to access, use and benefit from the Services. CUSTOMER will use commercially reasonable efforts to prevent unauthorized access to or use of the Services, Software and Service Data. CUSTOMER will immediately notify COMPANY of any such unauthorized access or use of which it becomes aware. Notwithstanding such efforts and notice, CUSTOMER is responsible and liable for the acts and omissions of all Users as well as those of CUSTOMER in connection with this Agreement, the Services and Service Data, and for all activities of any individual or entity that occur under any User ID and passcode issued to CUSTOMER. Any failure by a User to comply with the terms and conditions applicable to CUSTOMER herein will constitute a breach hereof by CUSTOMER, giving rise to such remedies as are herein provided to COMPANY. COMPANY reserves the right to require a list of all original and any additional User names, addresses, telephone numbers and contact personnel of CUSTOMER. 2.5 Compliance. (i) CUSTOMER will certify in writing, upon reasonable request by COMPANY that all use of Software, Service and Service Data is in compliance with the terms of this Agreement, indicating the number of Users CUSTOMER has granted rights to access and use the System. CUSTOMER grants COMPANY, or an agent selected by COMPANY, the right to perform a reasonable audit of CUSTOMER's compliance with this Agreement during normal business hours. CUSTOMER agrees to cooperate and provide.COMPANY with all records reasonably related to CUSTOMER's and each User's compliance with this Agreement. If, as a result of the audit, a deficiency of greater than five percent (5%) is found in the fees paid, then CUSTOMER will bear the total cost of the audit (in addition to any other liabilities CUSTOMER may have). SUBSCRIPTION AGREEMENT FOR: