4. Use of services, affiliates
4.1 Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services are purchased as subscriptions, (b) subscriptions may be added during the Subscription Term, with the term for such additional subscriptions to be prorated for the portion of that Subscription Term remaining at the time the mid-term subscriptions are added, and (c) any added subscriptions will terminate on the same date as the Subscription Term.
4.2 Usage Limits. Services are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to End User Accounts, and the Service may not be used to administer more than the number of End User Accounts specified in an Order Form, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires use of the Service. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services promptly upon Our request, and pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment)
4.3 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement and for all activities that occur through Your Users’ use of Our Services, (b) be responsible for the accuracy, quality and legality of Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, (d) use the Services only in accordance with this Agreement and applicable laws and government regulations, (e) comply with the terms of service of Non-Ticketless Applications with which You use Services, and (f) respond to questions and complaints from Users or third parties relating to Your or Your Users’ use of the Services and use commercially reasonable efforts to resolve support issues before escalating them to Us.
4.4 Usage Restrictions. You will not (a) make any Service available to, or use any Service for the benefit of, anyone other than You or Your Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or User interface thereof, (i) frame or mirror any part of any Service, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in this Agreement, (j) access any Service in order to build a competitive product or service, or (k) reverse engineer any Service (to the extent such restriction is permitted by law).
4.6 Suspension. If We become aware of a User’s violation of this Agreement, then We may specifically request that You Suspend that User’s use of the Services. If You fail to comply with Our request to Suspend a User’s use of the Services, then We may do so. The duration of any Suspension by Us will be until the applicable User has cured the breach which caused the Suspension. Notwithstanding the foregoing, if there is a Disruption Event, then We may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Disruption Event. If We Suspend a User’s use of the Services for any reason without prior notice to You, then at Your request, We will provide You with the reason for the Suspension as soon as is reasonably possible.
4.7 Affiliates. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if such Affiliate were an original party hereto.
5. Non-Ticketless Providers
5.1 Acquisition of Non-Ticketless Products and Services. We or third parties may make available third-party products or services, including, for example, Non-Ticketless Applications and implementation and other consulting services. Any acquisition by You of such non-Ticketless Applications, and any exchange of data between You and any non-Ticketless provider, is solely between You and the applicable non-Ticketless provider. We do not warrant or support Non-Ticketless Applications or other Non-Ticketless products or services, whether or not they are designated by Us.
5.2 Non-Ticketless Applications and Your Data. If You install or enable a Non-Ticketless Application for use with a Service, You grant Us permission to allow the provider of that Non-Ticketless Application to access Your Data as required for the interoperation of that Non-Ticketless Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a Non-Ticketless Application.
5.3 Integration with Non-Ticketless Applications. The Services may contain features designed to interoperate with Non-Ticketless Applications. To use such features, You may be required to obtain access to Non-Ticketless Applications from their providers, and may be required to grant Us access to Your account(s) on the Non-Ticketless Applications. If the provider of a Non-Ticketless Application ceases to make the Non-Ticketless Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing those Service features without entitling You to any refund, credit, or other compensation.