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PRIME -GOV
<br />6.1.1 Interest shall accrue on any payments (or any part thereof) outstanding at a rate of one and a half percent (1.5%) per month or
<br />the highest rate allowed by applicable law, whichever is lower, plus all expenses of collection, including reasonable legal fees
<br />and court costs;
<br />6.1.2 Subject to clause 6.4 below, the Supplier may, upon giving ten (10) days written notice but without liability to the Customer,
<br />disable/suspend the Customer's password, account and access to all or part of the Service and the Supplier shall be under no
<br />obligation to provide any or all of the Service while the invoice(s) or any part thereof, remains unpaid;
<br />6.2 Supplier may in its discretion, decide not to exercise Its rights under clause 6.1.1(interest) and 6.1.2 (suspension), if Customer is disputing
<br />the applicable Service Fees and/or Professional Services Fees reasonably and in good faith and is cooperating diligently to resolve the
<br />dispute.
<br />6.3 Supplier reserves the right to impose a reconnection fee if the Service is suspended (as a result of Customer's breach) but subsequently
<br />reinstated.
<br />6.4 Without recourse to clause 6.1.2, Supplier reserves the right to terminate this Agreement if Customer's account falls into arrears 4S days
<br />after the due date.
<br />RESTRICTIONS ON USE OF THE SERVICE
<br />7.1 The Customer may not: -
<br />7.1.1 make the Service or use the Service forthe benefit of anyone else other than the Customer and the Customer's Users. Customer
<br />shall access and use the Service only to the extent of authorizations acquired by the Customer m accordance with this Agreement
<br />(for example the quantity specified in the relevant Purchase Order) and Customer agrees that the Customer is solely responsible
<br />for use of the Service by any Users who access and/or use the Service. Customer agrees to immediately notify the Supplier if
<br />Customer becomes aware of any loss or theft or unauthorized use of Customer's account credentials.
<br />7.1.2 sublicense, resell or supply the Service for use in or for the benefit of any other organization, entity, business, or enterprise
<br />without Supplier's prior written consent.
<br />7.1.3 submit to the Service any material that is Illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening,
<br />infringing of any third -party proprietary rights, invasive of personal privacy, or otherwise objectionable (collectively
<br />"Objectionable Matter"). Customer will be responsible to ensure that its Users do not submit any Objectionable Matter. In
<br />addition, the Supplier may, at its option, adopt rules for permitted and appropriate use and may update them from time to time
<br />on the Supplier web site and Customer and Customer's Users will be bound by any such rules. Supplier reserves the right to
<br />remove any Customer Data that constitutes Objectionable Matter or violates any Supplier rules regarding appropriate use but
<br />is not obligated to do so. Customer and Customer's Users will comply with all applicable laws regarding Customer Data and use
<br />of the Service.
<br />7.1.4 interfere with ordisruptthe integrity orattemptto gain unauthorized access to the Service orthe Suppliers intellectual property
<br />therein;
<br />7.1.5 copythe Service or any part, feature, function or user interface thereof;
<br />7.1.6 frame or mirror any part of any Service an any other server or wireless or internet-based device outside of the agreed usage in
<br />this contract;
<br />7.1.7 access any part of the Service in orderto build a competitive product or service orto build a product using similar ideas, features,
<br />functions or graphics of the Service;
<br />7.2 Supplier reserves the right to disable, suspend or terminate this Agreement for cause in case the Customer breaches the provisions of this
<br />clause 7.
<br />CUSTOMER DATA
<br />8.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality,
<br />reliability, integrity, accuracy and quality of the Customer Data.
<br />8.2 Supplier will use best efforts to provide protection using current technological standards to protect Customer Data against unauthorized
<br />disclosure or use.
<br />9.3 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be forthe Supplier to use reasonable
<br />commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the
<br />Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party
<br />if that loss, destruction, alteration of disclosure was a result of Customers actions orfailure to act (except those third parties sub -contracted
<br />by the Supplier to perform services related to Customer Data maintenance and back-up).
<br />8.4 Subject to the terms and conditions of this Agreement, Customer grants to Supplier a non-exclusive license to use, copy, store, transmit
<br />and display Customer Data to the extent reasonably necessary to provide and maintain the Service.
<br />CUSTOMER'S OBLIGATIONS
<br />9.1 The Customer shall:
<br />9.1.1 provide the Supplier with:
<br />(i) all necessary co-operation in relation to this Agreement; and
<br />(ii) all necessary access to such information as may be required by the Supplier in order to render the Service, including
<br />but not limited to Customer Data, security access information and configuration services;
<br />9.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreement;
<br />9.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the eventof any delays
<br />in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery
<br />schedule as reasonably necessary;
<br />9.1.4 ensure that the Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible
<br />for any User's breach of this Agreement;
<br />9.1.5 obtain and shall maintain all necessary licenses,consents, and permissions necessary forthe Supplier, its contractors and agents
<br />to perform their obligations under this Agreement, including without limitation the Service;
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