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3. Authorization and Customer Restrictions.
<br />3.1 Authorization. Subject to and conditioned on Customer's payment of the Fees and
<br />compliance and performance in accordance with all other terms and conditions of this Agreement,
<br />EmNet hereby authorizes Customer to access and use, solely in the Territory and during the Term,
<br />the EmNet Services and such EmNet Materials as EmNet may supply or make available to Customer
<br />solely for the Permitted Use by and through Authorized Users in accordance with the Specifications,
<br />and the conditions and limitations set forth in this Agreement. This authorization is non-exclusive and
<br />non -transferable.
<br />3.2 Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to
<br />(including any license under) any Intellectual Property Rights in or relating to, the EmNet Services,
<br />EmNet Materials or Third Party Materials, whether expressly, by implication, estoppel or otherwise.
<br />All rights, title and interest in and to the EmNet Services, the EmNet Materials and the Third Party
<br />Materials are and will remain with EmNet and the respective rights holders in the Third Party
<br />Materials.
<br />3.3 Authorization Limitations and Restrictions. Customer shall not, and shall not permit any
<br />other Person to, access or use the EmNet Services or EmNet Materials except as expressly permitted
<br />by this Agreement and, in the case of Third -Party Materials, the applicable third -party license
<br />agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer
<br />shall not, except as this Agreement expressly permits:
<br />copy, modify or create derivative works or improvements of the EmNet Services or EmNet
<br />Materials;
<br />rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make
<br />available any EmNet Services or EmNet Materials to any Person, including on or in connection with
<br />the internet or any time-sharing, service bureau, software as a service, cloud or other technology or
<br />service;
<br />reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or
<br />gain access to the source code of the EmNet Services or EmNet Materials, in whole or in part;
<br />bypass or breach any security device or protection used by the EmNet Services or EmNet
<br />Materials or access or use the EmNet Services or EmNet Materials other than by an Authorized User
<br />through the use of his or her own then valid Access Credentials;
<br />input, upload, transmit or otherwise provide to or through the EmNet Services or EmNet
<br />System, any information or materials that are unlawful or injurious, or contain, transmit or activate
<br />any Harmful Code;
<br />damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any
<br />manner the EmNet Services, EmNet System or EmNet's provision of EmNet Services to any third
<br />party, in whole or in part;
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