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<br />GDSVF&H\9154876.4
<br />GDSVF&H\9154876.4 LA515\1\1011954.v2
<br />1.15 “Usage Limitations” means the usage limitations set forth in this Agreement and the Order, including
<br />without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and
<br />support tiers agreed-upon by the Parties.
<br />2. Access and Use.
<br />2.1 Provision of Access. Subject to and conditioned on Customer’s compliance with the terms and
<br />conditions of this Agreement, including without limitation the Usage Limitations, Customer may, solely through its
<br />Authorized Users, access and use the Platform during the Subscription Period on a non-exclusive, non-transferable (except
<br />in compliance with Section 15.9), and non-sublicensable basis. Such use is limited to Customer’s internal business purposes
<br />and the features and functionalities specified in the Order. Each Authorized User must have its own unique account on the
<br />Platform and Authorized Users may not share their account credentials with one another or any third party. Customer will
<br />be responsible for all of the acts and omissions of its Authorized Users in connection with this Agreement and for all use
<br />of Authorized Users’ accounts.
<br />2.2 Documentation License. Subject to and conditioned on Customer’s compliance with the terms and
<br />conditions of this Agreement, Company hereby grants to Customer a non-exclusive, non-transferable (except in
<br />compliance with Section 15.9), and non-sublicensable license to use the Documentation during the Subscription Period
<br />solely for Customer’s internal business purposes in connection with its use of the Platform.
<br />2.3 Use Restrictions. Customer shall not use the Platform for any purposes beyond the scope of the access
<br />granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users
<br />to: (i) copy, modify, or create derivative works of any BS&A IP, whether in whole or in part; (ii) rent, lease, lend, sell, license,
<br />sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation to any third
<br />party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any
<br />software component of the Platform, in whole or in part; (iv) remove any proprietary notices from any BS&A IP; (v) use
<br />any BS&A IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual
<br />property right or other right of any person, or that violates any applicable law; (vi) access or use any BS&A IP for purposes
<br />of competitive analysis of BS&A or the Platform, the development, provision, or use of a competing software service or
<br />product, or any other purpose that is to BS&A’s detriment or commercial disadvantage; (vii) bypass or breach any security
<br />device or protection used by the Platform or access or use the Platform other than by an Authorized User through the use
<br />of valid access credentials; (viii) input, upload, transmit, or otherwise provide to or through the Platform any information
<br />or materials, including Customer Data, that are unlawful or injurious or that infringe or otherwise violate any third party’s
<br />intellectual property or other rights, or that contain, transmit, or activate any Harmful Code; or (ix) use any BS&A IP for
<br />any activity where use or failure of the BS&A IP could lead to death, personal injury, or environmental damage, including
<br />life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.
<br />2.4 Reservation of Rights. BS&A reserves all rights not expressly granted to Customer in this Agreement.
<br />Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by
<br />implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right,
<br />title, or interest in or to the BS&A IP.
<br />2.5 Suspension. Notwithstanding anything to the contrary in this Agreement, BS&A may temporarily
<br />suspend Customer’s and any Authorized User’s access to any portion or all of the Platform if: (i) BS&A reasonably
<br />determines that (a) there is a threat or attack on any of the BS&A IP; (b) Customer’s or any Authorized User’s use of the
<br />BS&A IP disrupts or poses a security risk to the BS&A IP or to any other customer or vendor of BS&A; (c) Customer, or any
<br />Authorized User, is using the BS&A IP for fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased
<br />to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its
<br />assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) BS&A’s
<br />provision of the Platform to Customer or any Authorized User is prohibited by applicable law; or (f) any Customer Data
<br />submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Platform may
<br />infringe or otherwise violate any third party’s intellectual property or other rights; (ii) any vendor of BS&A has suspended
<br />or terminated BS&A’s access to or use of any Third-Party Products required to enable Customer to access the Platform; or
<br />(iii) in accordance with Section 7.1 (any such suspension described in subclauses (i), (ii), or (iii), a “Service Suspension”).
<br />BS&A shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to
<br />provide updates regarding resumption of access to the Platform following any Service Suspension. BS&A shall use
<br />commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event
<br />giving rise to the Service Suspension is cured. BS&A will have no liability for any damage, liabilities, losses (including any
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