This End User Agreement (the “End User Agreement”) is made part of and incorporated by reference into the HCM Services Agreement (referred to as the “Agreement”) executed by End User and that entity affiliated with Asure Software, Inc. that is a party to the Agreement. All terms not defined herein shall have the meanings given in the Agreement. In the event of any conflict between the terms and conditions of this End User Agreement and the Agreement, the Agreement will control.

This End User Agreement applies to any of the Services (defined below).

1.                  Definitions. As used in this End User Agreement, the following definitions shall apply:

1.1              End User” means the End User that is a party to the Agreement.

1.2              End User Data” means any electronic data or information submitted or provided by End User through the use of the Services, excluding data and information of third parties.

1.3              Licensed Program” means all of Licensor’s proprietary technology and documentation (including any software, hardware, processes, user interfaces, algorithms, know-how, techniques comprising the Services, and tangible or intangible technical material, documentation or information, and specifications describing the features, functionality or operation of the Services) made available to End User through the Services including in Licensor’s online end user support portal.

1.4              Licensor” means the Asure entity that is a party to the Agreement.

1.5              Services” means any AsureForce® or AsureSpace® online hosting, maintenance and support services, professional services and other AsureForce® or AsureSpace® services or products subscribed to, licensed, used, or purchased by End User as set forth in the Agreement or any subsequent Order Form including without limitation: AsureForce®, AsureSpace®, Resource Scheduler, Meeting Room Manager, Workspace Manager, SmartView, SmartMove, Geopunch.

1.6              Users” mean End User’s employees, representatives, consultants, contractors or agents who are authorized to use the Services on behalf of End User.

2.                  Licensor’s Services; Protection End User Data.

2.1              Subject to the terms and conditions of the Agreement and this End User Agreement, including the payment of all applicable fees for the Services in accordance with the Agreement, Licensor agrees to use commercially reasonable efforts to provide End User with the Services, and make the Services available for use in accordance with the Services Level Agreement set forth on Schedule A.

2.2              Licensor reserves the right to update or modify its hosting infrastructure at any time provided that such updates and modifications do not result in a material reduction in the overall security of the Services.  Licensor or its partners will deliver Services via the Licensor hosting infrastructure, which is designed to provide commercially reasonable levels of security and availability.  By using the Services, End User consents to the transfer of End User Data to countries outside End User’s country of residence, which may have data protection rules different than in End User’s country. End User consents to the subcontracting of hosting services by Licensor to third parties, provided such contractor adheres to the minimum levels of security set forth herein.

2.3              Licensor agrees to maintain administrative, physical, and technical controls designed to protect the security, confidentiality, and integrity of End User Data as set forth on Schedule B. Those controls will include measures for preventing access, use, modification, or disclosure of End User Data by Licensor personnel, except as (a) required in Licensor’s sole discretion to prevent or address service or technical problems, (b) required by applicable law, or (c) End User expressly permits in writing.

3.                  Grant of License; Title to Intellectual Property.

3.1              Grant of License. Subject to the terms and conditions of the Agreement and this End User Agreement, and payment of all applicable fees for the Services in accordance with the Agreement, Licensor hereby grants End User a nonexclusive, nontransferable, nonsublicensable, revocable limited subscription based license (the “License(s)”) to access and use the Licensed Program and Services for the subscription term, for the number of Users, Licenses or systems specified in the Agreement or an applicable Order Form.  Additional Licenses may be subscribed to by End User pursuant to an additional Order Form. The use of the Licensed Program and Services are for the exclusive use of End User and its Users and do not extend to third parties. End User is fully responsible for the use of the Licensed Program and Services by its Users.

3.2              License Use Restrictions. End User agrees (a) to use the Licensed Program and Services solely for its own internal business purposes and agrees not to rent, lease, sublicense, copy, reproduce, or otherwise distribute the Licensed Program or Services for resale, or to host applications to provide service bureau, time-sharing, or other computer services to third parties, or otherwise make available the Licensed Program or Services to any third parties, (b) not to reverse-engineer, decompile, disassemble, modify, create derivative works of, or copy all or any part of the Licensed Program or Services, and (c) to take appropriate actions to protect the Licensed Program and Services and all parts thereof from unauthorized copying, modification, or disclosure by its Users and other third parties.  End User may not use the Licensed Program or access the Services if End User is a direct competitor of Licensor or for purposes of monitoring the availability, performance or functionality of the Services, or for any other benchmarking or competitive purposes.

3.3              Title to Intellectual Property. End User hereby agrees that all right, title and interest in and to the Licensed Program and Services and all intellectual property rights therein, including patent, unpatented inventions, copyright, trademark, trade secret, proprietary information and technology used in or comprising the Licensed Program and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by End User (including any User) relating to the Services or the Licensed Program (collectively, the “Licensor Intellectual Property”) are owned by, and are vested in, Licensor (or its applicable licensors/suppliers).  Other than as expressly set forth in this End User Agreement, no license or other rights in the Licensor Intellectual Property are granted to End User and all such rights are hereby expressly reserved by Licensor.  The Intellectual Property does not include any End User Data.

3.4              Aggregated Data Use.  Licensor shall own all rights in the de-identified aggregated and statistical data derived from the operation of the Services, including, without limitation, the number of records, the number and types of transactions, configurations, and reports processed using the Services and the performance results of the Services (the “Aggregated Data”). Nothing herein shall be construed as prohibiting Licensor from collecting, utilizing, transferring or sharing the Aggregated Data for purposes of enhancing Licensor’s products and services, internal reporting, and other activities related to Licensor’s businesses.

4.                  End User Obligations.

4.1              Access and Security Guidelines. Use of the Services is conditioned on End User obtaining and maintaining access to the internet, all equipment necessary for proper operation of the Services, and to maintain and use secure user names and passwords including those issued by Licensor for the access and use of the Services.  User names and other log-in credentials generated by the Services are for End User’s internal use only and End User will not sell, transfer, or sublicense them to any other entity or person, except that End User may disclose such credentials to its agents and subcontractors performing work on its behalf who are Users.  End User shall be solely responsible for ensuring the security and confidentiality of such user names and passwords, and shall notify Licensor immediately of any unauthorized use or other known breach of security.  End User is responsible for all activities that occur under End User’s user names and passwords.  End User shall immediately report to Licensor and use reasonable efforts to stop any known or suspected copying or distribution of the Licensed Programs.

4.2              Acceptable Use. End User must comply with all applicable laws, treaties, regulations, and third party agreements in connection with End User’s use of the Services, including those related to privacy, data protection, and cross-border transfer of personal data and in accordance with End User’s obligations under this End User Agreement and Licensor’s Acceptable Use Policy set forth on Schedule C.  Licensor reserves the right to update such policy as set forth therein. Any use of the Services in violation of End User’s obligations under this End User Agreement or Licensor’s Acceptable Use Policy shall be a material breach of this End User Agreement.  End User agrees to defend, indemnify and hold Licensor harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys’ fees) arising from End User’s violation of its obligation under this End User Agreement, applicable local, state, federal, national or foreign laws or regulations, or any third party’s rights, including but not limited to infringement of any copyright, other intellectual property right, violation of any proprietary right, invasion of any privacy rights or breach of any third party confidentiality obligation. This obligation will survive the termination of the Services. Notwithstanding anything contained in this End User Agreement to the contrary, Licensor accepts no liability for End User’s use of the Services to transmit End User Data containing privileged or confidential information.

4.3              End User Data. End User will be solely responsible for providing all End User Data required for the proper operation of the Services and agrees to refrain from entering, submitting, or uploading any data or information of any party that is not End User.  End User will also limit entering, submitting, or uploading any data or information not necessary for the Services to function, but superfluously entered or submitted by End User or its Users in free text areas.  End User shall have sole responsibility for the accuracy, quality, integrity, reliability, appropriateness, and intellectual property ownership of or right to use all End User Data or other data submitted to the Services, including as outlined in this End User Agreement and in Licensor’s Acceptable Use Policy.  Licensor is under no obligation to review End User Data or other submitted data for accuracy, acceptability or potential liability and shall not be liable or responsible for the content, accuracy or appropriateness of, or the right to use, such data to perform the Services.  Notwithstanding any provision contained in this End User Agreement to the contrary, for Licensor’s meeting, workspace or resource scheduling/management products, Licensor has no liability and expressly disclaims all liability, loss or damage for or related to any End User Data or information submitted to Licensor through use of the Services other than names and email addresses.  End User grants to Licensor all necessary licenses in and to its End User Data solely as necessary for Licensor to fulfill its obligations under this End User Agreement.

4.4              Compliance with law.  To the extent End User provides individually identifiable information about its Users in connection with the use of the Services, End User is responsible for and warrants that it will provide all necessary notices, obtain all required consents or authorizations, and otherwise comply with applicable laws, regulations, or contractual obligations.

4.5              Confidentiality. End User acknowledges that the Licensed Program and Services and other materials furnished by Licensor constitute valuable, proprietary information and trade secrets of Licensor, the disclosure or misuse of which would cause Licensor irreparable harm.  Accordingly, End User agrees to maintain such Licensed Product and materials in confidence, using at least the same degree of care as End User uses to safeguard its own confidential information, but in no event less than reasonable care.  End User further agrees that it will promptly inform Licensor of any known or suspected unauthorized use or misuse of such Licensed Product or materials, whether by End User or by any third party, and will cooperate with Licensor in investigating and halting such unauthorized use or misuse.

5.                  Survival. The parties’ rights and obligations under Sections 3.2-3.4 and Section 4 of this End User Agreement shall survive termination of the Agreement and this End User Agreement.

 

Schedule A

SERVICES LEVEL AGREEMENT AND SUPPORT TERMS

 

This Schedule is part of the End User Agreement between Licensor and End User and is incorporated by reference therein.   Licensor reserves the right to make reasonable modifications to this policy at any time by emailing a new version of this document to End User or by posting it on Licensor’s website at https://www.asuresoftware.com/asure-software-contract.] Revisions are effective immediately.

Licensor’s Services Level Agreement (“SLA”) is to provide the End User with uninterrupted access to the purchased Services 99.9% of the time. In the event that the Monthly Uptime of the Licensed Program is less than 99.9%, End User will be eligible for a Services Credit against its prorated Services subscription fee for that month in the amount set forth in this table:

Monthly Uptime          Credit

90.0% – 99.8%                10%

85.0% – 89.9%                20%

84.9% or less                   30%

Services Credits:  Services Credits are limited to the prorated subscription fee of the Services corresponding to the calendar month in which the Monthly Uptime is less than 99.9%.  In order to receive a Services Credit, the End User must notify Licensor by opening a Trouble Ticket within 24 hours of an outage, and Licensor must verify that the outage was a result of Unscheduled Downtime.  Further, the End User must submit an e-mail request for a credit, including the trouble ticket number, to Licensor within ten (10) days of opening the Trouble Ticket.  Should the End User not claim the credit during this period, the End User will be deemed to have waived the credit.

Monthly Uptime: Monthly Uptime means the percentage calculated as 100% less the ratio of total Unscheduled Downtime in a given calendar month to the total number of hours in that month, rounded to the nearest one-tenth percent (0.1%).  For example, if total Unscheduled Downtime is 1.5 hours during a given calendar month, and total number of hours in that month is 744, the Monthly Uptime would be 99.8% (100% – (1.5 / 744)).

Unscheduled Downtime:  Unscheduled Downtime is defined as a period of time where the Services are unavailable to the End User. Unscheduled Downtime does not include periods where the Services is unavailable to the End User as a result of: (a) Scheduled Maintenance, (b) interruptions caused by the negligence, error or omission of End User or others authorized by End User to use or modify the Services, (c) End User’s applications, equipment, or facilities including End User premise wiring, (d) acts or omissions of End User, or any use of the Services authorized by End User, (e) reasons of Force Majeure (as defined in the Agreement), (f) interruptions from End User’s use of Services in violation of the Licensor’s Acceptable Use Policy (Schedule C), (g) interruptions resulting from a Licensor disconnect for non-payment, (h) problems in the Licensed Program application that do not preclude use of primary application functions, (i) interruptions during any period when End User has released Services to Licensor for maintenance or rearrangement purpose, or for the installation of an End User service order; and/or (j) interruptions during any period when End User elects not to release the Services(s) for testing and/or repair and continues to use the Services on an impaired basis.  Unscheduled Downtime is measured from the time Services unavailability is reported to Licensor to the time that Services availability is restored.

Scheduled Maintenance: Scheduled Maintenance shall mean any maintenance performed by Licensor or its Partners (a) for which End User is notified 48 hours in advance, or (b) that is performed during a standard maintenance window outside North American standard business hours (Mondays-Fridays 6AM – 8PM US Central Standard Time). Notice of Scheduled Maintenance will be provided to End User’s designated point of contact by email.  End User agrees that it is End User’s obligation to make sure Licensor has correct contact information for Scheduled Maintenance notification purposes.

Support Terms:

Licensor will respond as described below to Error reports that End User submits to Licensor during Business Hours via the online End User Support Portal at:  https://www.asuresoftware.com/client-support or telephone in the US at 800-282-7319. The specific contact mechanisms or phone number may change as Licensor may designate from time to time.  “Error” means (a) a material failure of End User supported Services to function in accordance with its documentation, or (b) any other alleged material defect in or malfunctioning of End User supported Services.   “Business Hours” and “Business Day” mean 8AM to 8PM Eastern Standard Time weekdays, exclusive of Licensor’s holidays.

 

  1. Contact with Licensor support must be channeled through named contact representatives who have been trained at End User’s expense in the use of the software being used. When reporting an Error, the named contact must describe the Error in reasonable detail, indicate the severity of the Error using the terminology set forth in the chart below, and specify any and all error messages observed.  Licensor will use commercially reasonable efforts to respond to End User Error reports within the times indicated below:

 

Priority Failure Description Standard Support Premium Support (if purchased)
1 Critical (no useful work can be done) 4 business hours 2 hours (24×7)
2 High – Severe Impact (functionality disabled): errors which result in a lack of application functionality or cause intermittent system failure 1 business day 2 business hours
3 Medium – Degraded Operations: errors causing malfunction of non critical functions 1 business day 4 business hours
4 Low – Minimal Impact: attributes and/or options to utility programs do not operate as stated Future release, on business justifiable basis Future release, on business justifiable basis
  Enhancement Request As needed As needed

 

  1. Licensor’s acknowledgements of Error reports will contain either a resolution of the Error or a support plan describing the steps being taken by Licensor, and any steps to be taken by End User, to correct the Error. If Licensor requests further information about an Error, End User must promptly provide the requested information.  Information requested by Licensor may include, by way of example and not limitation, manuals related to End User hardware, network, or third party software; examples of software output; or configuration information, including .ini files and database files.  Licensor will use commercially reasonable efforts to correct, within a commercially reasonable period of time, any substantiated Error in the unaltered software reported by End User as specified above.  Licensor will determine the form of any Error correction, which may include, by way of example and not limitation, an individual patch, a work around, or a maintenance release provided in the normal course of Licensor’s maintenance release schedule.
  2. Licensor provides support only for the most current major release of software and the immediately preceding major release. Licensor will have no obligation to attempt to correct reported Errors that (a) cannot be reproduced or verified or (b) result from (i) misuse of software by End User or others; (ii) modifications to software rendering it non-standard, regardless of who performed the modifications; (iii) failure or interruption of electrical power; (iv) obsolescence of software due to changes in End User network, hardware, or third party software; or (v) an accident or other cause external to the software, including, but not limited to, problems or malfunctions related to End User network, hardware, or third party software.  Licensor does not guarantee that all Errors will be corrected.  Licensor will have no obligation to implement End User requests for changes or enhancements.
  3. If Licensor responds to a reported Error and the Error is determined to be outside the scope of Licensor’s support obligations, Licensor may charge for its time and reasonable expenses responding to the reported Error and End User must pay the charges. Licensor’s time will be billed at its standard daily consulting rate in effect for such services at the time the services are rendered.  Licensor’s support services do not include Professional Software Service.  These services are available for additional fees.

Problem Escalation Process:

The issue enters the Problem Escalation process when it is reported to Licensor and recorded in its on-line Support Portal. End User may report the issue directly via the Support Portal, or an End User Services Engineer or End User Services Support Engineer may enter the issue into the system on behalf of End User. It is essential that the issue be recorded in the system including adequate detail and steps to reproduce. The issue receives a tracking case number, such as Case 0012345.

Licensor is responsible for reproducing the issue reported in Case 0012345 in their lab. If it is determined to be a defect, the details and any additional information about the issue are recorded and entered into the Engineering Defect Tracking System (DTS). The issue then receives an additional tracking number, such as DTS-1234.

DTS items are reviewed in a weekly triage meeting. Quality Assurance, Development, Product Management, and End User Services all participate in the triage meeting to assign priority levels. During the meeting, the plan for resolution is discussed and the DTS is categorized according to the following criteria:

Showstopper: items have received management attention and reviewed for possible workarounds or fixes, and where possible, are targeted for the next release.

High: items are assigned resources in relation to the theme or goal of a particular release, often being made available in the next release or two.

Medium: items are opportunistically assigned resources when working in the related product area on higher priority items.

Low: items are tracked in the system but at this time there is no intention to add the request to a release.

End User may track the progress of a particular issue within the Support Portal at any time. Once an issue has been reproduced, assigned a DTS number, and accepted by Engineering, the issue case will be closed. This is intended to reflect that the issue has progressed from the Support queue in to the Engineering queue for resolution. End User may track the progress of the DTS within the Support Portal as it becomes targeted for a particular release, and once it is resolved and available in a release.

NOTE: In the event of a critical, show stopper problem involving a down system, the Escalation Coordinator may call an emergency meeting to review the situation in advance of the triage meeting and establish a more urgent action plan for resolution.

 

Schedule B

licensor Information Security Policy

 

  1. Introduction
  • This Licensor Information Security Policy is a part of the End User Agreement between Licensor and End User and is incorporated by reference therein. It sets out additional commitments of Licensor.  Capitalized terms not otherwise defined here retain the same meaning set forth in the End User Agreement.
  1. Data Confidentiality
  • Licensor shall maintain administrative, physical and technical controls designed to protect the security, confidentiality and integrity of End User Data.
  1. Access
  • Licensor will not knowingly authorize its personnel to have access to any records or data of End User if the person has been convicted of a crime involving fraud or dishonesty. Licensor shall, to the extent permitted by law, conduct a check of public records in all of the employee’s states/ country of residence and employment to verify the above.
  1. Compliance
  • Licensor agrees to provide evidence upon reasonable request of compliance of any system or component used to process, store, or transmit End User Data that is operated by Licensor as part of the Services. Similarly, Licensor will be prepared to provide available evidence of compliance of any third party it has sub-contracted as part of the service offering. Licensor shall take reasonable steps to periodically review and maintain its policies, standards, and procedures.  An internal committee with representation from various parts of the organization will oversee our information technology security policies, standards, and procedures.
  1. Network Security
  • Licensor agrees to maintain commercially reasonable network security that, at a minimum, includes:
    • Firewalls to protect the perimeter network;
    • Intrusion detection/prevention tools;
    • Periodic third party penetration testing;
    • Network security that at minimum conforms to an industry recognized standard Anti-spoofing filters enabled on routers;
    • Network, application and server authentication passwords meet minimum complexity guidelines and regularly changed, adhering to acceptable industry standards.
    • Initial user passwords changed during first logon, and policy prohibiting the sharing of user IDs and passwords.

 

  • Virtual Private Networks (“VPN”). When remote connectivity to the data exporter network is required for processing of End User Data, Licensor uses VPN servers for the remote access.
  1. Data Security
  • Licensor agrees to conform to the following measures:
    1. Data Transmission. Licensor agrees that any transmission or exchange of system application data with End User will occur through secure protocols, e.g. HTTPS, FTPS, SFTP, or equivalent means.
    2. Data Storage and Backup. End User Data in production is not encrypted at rest. With respect to back up, Licensor agrees to maintain (for the applicable contractual period) End User Data for backup and recovery processes in encrypted form, using no less than 128-bit key.
    3. Testing Data. Licensor shall implement data protection and obfuscation during application testing or other processes outside of the production environment to sufficiently prevent identification of the actual individual or corporate customer to whom the original data refers, or preparing and executing a data protection plan.
  1. System Acquisition, Development and Maintenance
    1. Security Requirements. Licensor has adopted security requirements for the purchase or development of information systems, including for application services delivered through public networks.
    2. Development Requirements. Licensor has policies for secure development, system engineering and support. Licensor conducts appropriate tests for system security as part of regression testing processes.
  2. Supplier Relationships
    1. Licensor has information security policies or procedures for its use of suppliers.
    2. Licensor performs periodic reviews of key suppliers and manages service delivery commitments through contracts with its suppliers.
  3. Data Breach
  • Licensor agrees to comply with all applicable laws that require the notification of individuals in the event of unauthorized release of personally identifiable information or other event requiring notification.
  1. Safekeeping and Security
  • Licensor will be responsible for safekeeping all keys, access codes and similar security codes and identifiers issued to Licensor’s employees, agents, contractors, or subcontractors. Licensor shall ensure that access codes and passwords conforms to an industry recognized standard.
    1. Access Policy. An access control policy is established, documented, and reviewed based on business and information security requirements.
    2. Access Recordkeeping. Licensor maintains a record of security privileges of its personnel that have access to personal data, networks and network services.
    3. Access Authorization.
      1. Licensor has user account creation and deletion procedures, with appropriate approvals, for granting and revoking access to Licensor’s and/or its clients’ systems and networks at regular intervals based on the principle of “least privilege” and need-to-know criteria based on job role.
      2. Licensor maintains and updates a record of personnel authorized to access systems that contain personal data.
  • Licensor maintains strict policies against any shared “generic” user identification access.
  1. Licensor maintains a password policy requiring accounts to be locked out after a defined maximum number of login attempts in accordance with Licensor’s current password policy.
  1. Integrity and Confidentiality.
    1. Licensor instructs its personnel to automatically lock screens and/or disable administrative sessions when leaving premises that are controlled by Licensor or when computers are otherwise left unattended.
    2. Licensor computers and trusted devices automatically lock after a defined period of inactivity.
  • Licensor stores passwords in a secured and restricted way that makes them unintelligible while they are in force.
    1. Licensor uses industry standard practices to identify and authenticate users who attempt to access information systems. Where authentication mechanisms are based on passwords, Licensor requires that the passwords be renewed regularly, based on acceptable industry standards.
    2. Where authentication mechanisms are based on passwords, Licensor requires the password to conform to very strong password control parameters including length, character complexity, and non-repeatability.
  • Licensor monitors repeated attempts to gain access to the information system using an invalid password.
  1. Licensor maintains industry standard procedures to deactivate passwords that have been corrupted or inadvertently disclosed.
  1. Operations Security
  • Licensor will maintain policies describing its security measures and the relevant procedures and responsibilities of its personnel who have access to End User Data.
  1. Physical Access to Facilities
    1. Licensor limits access to facilities where systems that process personal data are located to authorized individuals.
    2. Access is controlled through key card and/or appropriate sign-in procedures for facilities with systems processing personal data. Personnel must be registered and are required to carry appropriate identification badges.
    3. A security alarm system or other appropriate security measures shall be in place to provide alerts of security intrusions after normal working hours.
  2. Monitoring and Auditing
  • Licensor will regularly monitor and audit the effectiveness of its information security practices. Servers shall be scanned regularly to ensure they meet the current security standards.
  1. Disaster Recovery
  • To minimize potential losses and to permit resumption of processing, Licensor shall maintain contingency plans consistent with the impact of any system failures on the business. These plans include a suitable backup and disaster recovery plan that is maintained, properly documented, periodically tested and appropriate for the system covered.

Schedule C

ACCEPTABLE USE POLICY

This Schedule is part of the End User Agreement between Licensor and End User and is incorporated by reference therein.  This Acceptable Use Policy (“Policy”) outlines unacceptable uses of the Services. Licensor may make reasonable modifications to this Policy from time to time by posting a new version of this document on the Licensor’s web site at https://www.asuresoftware.com/asure-software-contract.] Revisions are effective immediately upon posting.  Questions about this Policy (e.g., whether any contemplated use is permitted) and reports of violations of this Policy should be directed to infosecteam@asuresoftware.com or by telephone in the US at 800-282-7319.

 

The Policy:

 

End User agrees to use the Services in accordance with all applicable local, state and federal laws, and this Policy which shall specifically include, as determined by Licensor in its reasonable judgment, NOT using the Services to:

 

  • conduct any business or activity or solicit the performance of any activity that is prohibited by law, tortuous, or interferes upon the use of Licensor’s system by other licensees and customers.

 

  • disseminate, display, send, transmit or receive any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, malicious, or violent, regardless of whether the material or its dissemination is unlawful;

 

  • disseminate or transmit unsolicited messages, chain letters or unsolicited commercial email including unintended sending of unsolicited commercial email due to unauthorized access to End User’s use of the Services, whether or not the recipient wishes to receive such mailings;

 

  • access, send, receive, display, disclose, or store any content in violation of any copyright, right of publicity, patent, trademark, service mark, trade name, trade secret or other intellectual property right or in violation of any applicable agreement, or without authorization;

 

  • create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication;

 

  • export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions;

 

  • interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which End User does not have authorization to access or at a level exceeding End User’s authorization;

 

  • disseminate or transmit any virus, worms, trojan horse or other malicious, harmful or disabling data, work, code or program;

 

  • engage in any other activity deemed by Licensor to be in conflict with the spirit or intent of the Agreement or any Licensor policy as examples listed in this Policy are not exhaustive.

Failure to Comply:

Failure to comply with this Policy in Licensor’s reasonable judgment may result in the immediate termination of Services, responding to law enforcement requests, or any other action deemed necessary by Licensor in order to protect its network, customer relationships, and commitment to the highest possible quality of service. Licensor will cooperate with law enforcement in cases where the Services are being used for any suspected illegal activity.

Reporting Violations:

Violations of this Policy are unethical and may be deemed criminal offenses.  End User shall report to Licensor any information End User may have concerning instances in which this Policy has been or is being violated.  Licensor may at any time initiate an investigation of any use of the Services for compliance with this Policy and End User agrees to cooperate.

Malicious Activity:

Intended: Attempts to exploit other devices or services on and off of Licensor’s hosted service without the permission or implied permission of that party are not permitted.  Violations of system or network security may result in criminal and civil liability. Licensor will cooperate with law enforcement if a criminal violation is suspected. Licensor will limit any traffic from the offending device or network immediately.

Unintended: Licensor will notify customers of an exploited device being used for potential malicious activity.  If the activity is causing severe damage or strain to other devices or networks, Licensor will limit traffic to and from that device immediately.  Otherwise Licensor will notify the customer and give a reasonable amount of time to secure the device before limiting traffic to and from that device.

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