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<br />3.1.Authorization.Subject to and conditioned on Customer’s payment of the fees and compliance
<br />with all other terms and conditions of this Agreement,Polco hereby authorizes Customer to access and
<br />use,solely during the Term,the Services and Polco Materials as Polco may supply or make available to
<br />Customer.This authorization is non-exclusive and,other than as may be expressly set forth in Section
<br />13.6,non-transferable.Notwithstanding the foregoing,Polco hereby grants to Customer a perpetual,
<br />royalty-free,non-transferable license to use any tangible Polco Materials provided to Customer by or
<br />through the Services during the Term, which license shall survive the termination of this Agreement.
<br />3.2.Limitations and Restrictions.Customer shall not,and shall not permit any other Person to,
<br />access or use the Services or Polco Materials except as expressly permitted by this Agreement.For
<br />purposes of clarity and without limiting the generality of the foregoing,Customer shall not,except as this
<br />Agreement expressly permits:
<br />(a)copy,modify or create derivative works or improvements of the Services or Polco
<br />Materials;
<br />(b)rent,lease,lend,sell,sublicense,assign,distribute,publish,transfer or otherwise make
<br />available any Services or Polco Materials to any Person,including on or in connection with the
<br />internet or any time-sharing,service bureau,software as a service,cloud or other technology or
<br />service;
<br />(c)reverse engineer,disassemble,decompile,decode,adapt or otherwise attempt to derive
<br />or gain access to the source code of the Services, in whole or in part;
<br />(d)bypass or breach any security device or protection used by the Services or access or use
<br />the Services other than by an Authorized User through the use of his or her own then valid access
<br />credentials;
<br />(e)damage,destroy,disrupt,disable,impair,interfere with or otherwise impede or harm in
<br />any manner the Services or Polco’s provision of services to any third party, in whole or in part;
<br />(f)access or use the Services or Polco Materials in any manner or for any purpose that
<br />infringes,misappropriates or otherwise violates any Intellectual Property Right or other right of any
<br />third party (including by any unauthorized access to,misappropriation,use,alteration,destruction or
<br />disclosure of the data of any other Polco customer), or that violates any applicable law;
<br />(g)access or use the Services or Polco Materials for purposes of competitive analysis of the
<br />Services,the development,provision or use of a competing software service or product or any other
<br />purpose that is to Polco’s detriment or commercial disadvantage; or
<br />(h)otherwise access or use the Services or Polco Materials beyond the scope of the
<br />authorization granted under Section 3.1.
<br />3.3.Customer Responsibilities.Except as otherwise determined by Polco,Customer shall be
<br />responsible for obtaining and maintaining any equipment and ancillary services needed to connect to,
<br />access or otherwise use the Services,including,without limitation,modems,hardware,servers,software,
<br />operating systems,networking,web servers and the like (collectively,“Equipment”).In the event Polco
<br />obtains or provides any such Equipment,Polco shall only be responsible for maintaining such Equipment.
<br />Customer shall also be responsible for maintaining the security of the Equipment,Customer account,
<br />passwords (including but not limited to administrative and user passwords)and files,and for all uses of
<br />Customer account or the Equipment with or without Customer’s knowledge or consent.
<br />4.Fees; Payment Terms.
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