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b. Certain Restrictions on Customer’s Access. Customer will not, and will not permit any Users or any other party to: a)
<br />download or otherwise obtain a copy of the Technology in any form; (b) reverse engineer or otherwise derive the source
<br />code of the Service, Sites or Technology or otherwise modify, reverse compile, disassemble, or translate the Service,
<br />Sites or Technology or create any derivative works thereof; or (c) use the Service on behalf of any third party or for any
<br />purpose other than as described in this Agreement; (d) sell, lease, license, sublicense, distribute or otherwise transfer
<br />in whole or in part the Service or use it as a service bureau; (e) post, send, process or store infringing, obscene,
<br />threatening, libelous, or otherwise unlawful or tortuous material, including material violating of third party rights; (f)
<br />post, send, process or store material containing software viruses, worms, Trojan horses or other harmful or malicious
<br />computer code, files, scripts, agents or programs; (g) interfere with or disrupt the integrity or performance of the
<br />Service or attempt to gain unauthorized access to the Service or related systems or networks; (h) remove, alter or
<br />obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications
<br />of the IP Rights and/or Licensor’s rights and ownership thereof, whether such notice or indications are affixed on,
<br />contained in or otherwise connected to the software or on any copies made in accordance with this Agreement; (i)
<br />remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or
<br />other indications of the intellectual property rights and/or Licensor’s rights and ownership thereof, whether such notice
<br />or indications are affixed on, contained in or otherwise connected to the Service, or Documentation, or on any copies
<br />made in accordance with this Agreement; (j) use, or authorize or permit the use of, the Service except as expressly
<br />permitted herein; (k) use the Service to perform any activity which is or may be, directly or indirectly, unlawful, harmful,
<br />threatening, abusive, harassing, tortuous, or defamatory, nor to perform any activity which breaches the rights of any
<br />third party.
<br />c. Customer’s Use of the Services. (1.a) Accounts/User IDs. Customer will be provided with one or more User IDs to access
<br />the Services through the Account. Your Order Form specifies the number of user IDs and Read‐Only IDs provided by
<br />Meritage to Customer under this agreement (“Subscription Cap”). Each User ID shall be linked to a single User and
<br />Customer agrees to limit usage of a User ID to the individual to which the User ID is assigned. Customer may request to
<br />increase the number of Users and the parties shall establish the terms under which such additional Users will be added.
<br />Customer shall use, and shall ensure that Users use, commercially reasonable efforts to ensure the security and
<br />confidentiality of all User IDs. In the event that the confidentiality of a User ID is or may be compromised, Customer
<br />shall promptly advise Meritage of the potential or actual compromise. Customer shall be responsible for the use of a
<br />User ID by unauthorized users. (1.b) Customer Information. Customer represents and warrants that it has all necessary
<br />intellectual and proprietary rights and licenses in and to any Customer Information to permit (i) it and its Users to enter
<br />Customer Information into the Services and (ii) to permit Meritage to perform the Services. Customer hereby grants to
<br />Meritage a fully paid‐up, non‐exclusive license to use, reproduce and create derivative works of the Customer
<br />Information as reasonably required to perform the Services. (1.c) Necessary Equipment. The Services are provided
<br />through the internet and Users must have an internet connection in order to access the Services. Meritage does not
<br />provide internet connectivity. Customer will be solely responsible, at Customer’s own expense, for acquiring, installing
<br />and maintaining all telecommunication services, hardware, software and other equipment as may be necessary for
<br />Customer and Customer’s Users to connect to, access, and use the Services. Currently, the services may be accessed
<br />through the Chrome browser or the iOS mobile app provided they have been maintained to versions supported during
<br />the three‐year period prior to the date on which access is sought. (1.d) Customer will not use and will not authorize any
<br />User to use any open source software in connection with the Services in any manner that requires, pursuant to the
<br />license applicable to such open source software, that any Meritage Confidential Information or the Services be (A)
<br />disclosed or distributed in source code form, (B) made available free of charge to recipients, or (C) modifiable without
<br />restriction by recipients. (1.e) By using the Services, Customer agrees to be bound by the terms of Meritage’s Copyright
<br />Policy, which terms may be revised by Meritage at its sole discretion. By using the Services after the effective date of
<br />any such revision, Customer expressly agrees to be bound by the terms of the revised Copyright Policy.
<br />d. Meritage will use reasonable commercial efforts to ensure that the Services perform substantially in accordance with
<br />the description of the services found at www.app.communitycore.com. The Services are subject to modification from
<br />time to time at Meritage’s sole discretion, provided the modifications do not materially diminish the functionality of
<br />the Services provided by Meritage.
<br />e. Meritage will use reasonable commercial efforts to make the Services available to Customer and its Users.
<br />Notwithstanding the foregoing, Meritage reserves the right to suspend Customer’s (or any of its Users’) access to the
<br />Services: (i) for scheduled or emergency maintenance, (ii) in the event Customer is in breach of this Agreement,
<br />including failure to pay any amounts due to Meritage, and fails to correct that breach within the applicable cure period;
<br />(iii) in the event that Customer breaches Section 2.2 or Section 7.2 of this Agreement or (iv) as it deems reasonably
<br />necessary to respond to any actual or potential security concerns.
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