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“Intellectual Property Rights” means any and all registered and unregistered rights granted,
<br />applied for or otherwise now or hereafter in existence under or related to any patent, copyright,
<br />trademark, trade secret, database protection or other intellectual property rights laws, and all
<br />similar or equivalent rights or forms of protection, in any part of the world. All rights, title and
<br />interest in and to the Company Deliverables and the Third Party Materials are and will remain with
<br />Company and the respective rights holders in the Third Party Materials.
<br />2.3 Authorization Limitations and Restrictions. Client shall not, and shall not permit any
<br />other Person to, access or use the Company Deliverables except as expressly permitted by this
<br />Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement.
<br />For purposes of clarity and without limiting the generality of the foregoing, Client shall not, except
<br />as this Agreement expressly permits:
<br />(a)copy, modify or create derivative works or improvements of the Company Deliverables;
<br />(b)rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make
<br />available any Company Deliverables to any Person, including on or in connection with the internet
<br />or any time-sharing, service bureau, software as a service, cloud or other technology or service;
<br />(c)reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive
<br />or gain access to the source code of the Company Deliverables, in whole or in part;
<br />(d)bypass or breach any security device or protection used by the Company Deliverables or
<br />access or use the Company Deliverables other than by an Authorized User through the use of his
<br />or her own then valid Access Credentials (“Access Credentials” means any user name,
<br />identification number, password, license or security key, security token, PIN or other security
<br />code, method, technology or device used, alone or in combination, to verify and individual’s
<br />identity and authorization to access and use the Company Services.)
<br />(e)input, upload, transmit or otherwise provide to or through the Company Services or
<br />Company System, any information or materials that are unlawful or injurious, or contain, transmit
<br />or activate any Harmful Code; (“Company System” means the information technology
<br />infrastructure used by or on behalf of Company in performing the Company Services including all
<br />computers, software, hardware, databases, electronic systems (including database management
<br />systems) and networks, whether operated directly by Company or through the use of third-party
<br />services. “Harmful Code” means any software, hardware or other technology, device or means,
<br />including any virus, worm, malware or other malicious computer code, the purpose or effect of
<br />which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise
<br />harm or impede in any manner any (i) computer, software, firmware, hardware, system or network
<br />or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or
<br />use of any data Processed thereby, or (b) prevent Client or any Authorized User from accessing
<br />or using the Company Services or Company System as intended by this Agreement. Harmful
<br />Code does not include any Company Disabling Device.
<br />(f)damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any
<br />manner the Company Services, Company System or Company’s provision of Company Services
<br />to any third party, in whole or in part;
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