(a) License – Subject to the terms and conditions of this Agreement, including, but not limited to the applicable restrictions set forth in Section 2(b) below, and subject further to Customer’s full compliance herewith and according to the scope, time period and other terms indicated on the applicable Order Form delivered in connection with this Agreement, INK hereby grants Customer and Customer hereby accepts from INK, a limited, non-exclusive and non-transferable (except as otherwise expressly provided in Section 17(a) below) right and license during the Subscription Term to Use the Service in accordance with the applicable restrictions and conditions contained in this Agreement. Customer’s right to Use the Service during the Subscription Term shall extend to Use by third parties under a written agreement with Customer to provide outsourcing services for Customer’s own internal business operations; provided, that (i) such third parties have agreed in writing to abide by the terms of this Agreement and (ii) Customer shall remain primarily liable for all acts and omissions by such third parties.
(i) For all Services made generally available by INK on a per-User subscription basis (a “User Subscription”), Customer may Use such Service by no more than the specified number of Users specified in the applicable Order Form; and
(ii) For all Services made generally available by INK on a per-Use basis (a “Per-Use Subscription”), Customer may Use such Service and execute the Licensed Software via the Service by no more than the number of Uses specified in the applicable Order Form.
(iii) For all Services made generally available by INK on a User Subscription or a Per-Use Subscription, INK may create a non-monetary currency for rate limits (“INK Points”). INK can consume, add, change INK Points based on the Customer usage of the Service and change the value charged by INK Points. INK Points may not be sold or traded for monetary or non-monetary benefits and may not be exchanged between Users. INK owns the intellectual property of INK Points.
Additional User subscriptions may be added during the Subscription Term for a pre-existing User Subscription, prorated for the remainder of the Subscription Term in effect at the time the additional Users are added and all such additional Users’ subscriptions shall terminate on the same date as the pre-existing User Subscriptions. User Subscriptions are for designated Users and shall not be used or shared by more than one User, but may be reassigned to new Users to replace existing Users by Customer providing prior written notice to INK. In no event shall Customer access or use a Service in contravention of the foregoing restrictions applicable to such Service or any other restrictions contained in this Agreement.
(c) Other Covenants – Customer shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which it acquired Customer Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify INK promptly of any such unauthorized access or use, and (iv) use the Services and the Content only in accordance with the terms of this Agreement and all applicable laws and government regulations. Customer shall not (a) make the Services available to any third party other than Users permitted under this Agreement, (b) sell, resell, rent or lease the Services, (c) use the Services or the Content to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store, process or transmit material in violation of any privacy law or in violation of any third party’s intellectual property rights, (d) use the Service to transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs, (e) attempt to gain unauthorized access to the Service or its related systems or networks, (f) use bots in connection with Use of the Service or copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for its own internal business purposes, (g) intentionally interfere with or disrupt the integrity or performance of the Services, Content or data contained therein, (h) systematically retrieve data or other Content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from INK, (i) circumvent, disable, reverse engineering, direct API usage or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein, (j) engage in unauthorized framing of or linking to the Site, (l) engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools, (m) use any information obtained from the Service and/or Content in order to harass, abuse, or harm another person, (n) harass, annoy, intimidate, or threaten any of INK employees or agents engaged in providing any portion of the Service to you, (o) except as may be the result of standard search engine or internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software. INK reserves the right to change rate limit on an individual basis for the number of words, Content, documents or usage volume that may be checked by Customer through Use of the Service at any time and to suspend Customer’s Use of the Service if any Use by Customer (x) violates any of the provisions of Sections 2(b) and 2(c); (y) does not comply with the restrictions applicable to each Service; and (z) materially impairs Use of the Service by other customers or users.
(e) Other Services – The Service subscribed to by Customer and all Support Services provided in respect thereof shall be governed by this Agreement, together with the applicable Order Forms delivered hereunder. Unless otherwise agreed by the parties in writing, all other services purchased by Customer in respect of the Service or Licensed Software, if any, including implementation services, training services and professional services (collectively, “Ancillary Services”), shall be governed solely by a separate written mutually acceptable services agreement entered into by the parties or, in the absence of such agreement, INK’s standard professional services agreement, and acceptance of the Service shall not be contingent upon Customer’s acceptance of any such Ancillary Services.