| 13.1 |
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The Customer acknowledges that any and all of the Intellectual Property Rights subsisting in or used in connection with the TO System and the Services and any documentation and manuals related thereto, are and shall remain the sole property of Two Oars, its licensors and suppliers and that the Customer shall acquire no rights thereto. |
| 13.2 |
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With effect from the Start Date, Two Oars grants to the Customer a non exclusive licence for the Term for each Named User to use the TO System for the Permitted Purposes subject to the provisions of Clauses 13.3, 13.4 and 13.5. The Customer agrees that it shall at all times procure compliance with the terms of the TO System Licence. |
| 13.3 |
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Except to the extent expressly required to be permitted by law the TO System Licence does not permit: |
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13.3.1 |
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copies of the TO System to be made save for those copies that are reasonably necessary for: |
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(a) |
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use of the TO System in accordance with this Agreement; |
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(b) |
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security and back up purposes; |
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and the licence set out in Clause 13.2 shall apply to all such copies of the TO System; |
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13.3.2 |
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the de-compilation or reverse engineering of the TO System; |
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13.3.3 |
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the alteration, modification, adaptation or translation of the TO System. |
| 13.4 |
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The Primary Named User's (as named in paragraph 2 of the Order Form) user name, user ID and password will be created and issued by Two Oars to enable the Customer to set up Named Users to access and use the TO System. The Customer will be able to: |
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13.4.1 |
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establish Named Users, issue user names and user IDs for Named Users and create new Named Users in substitution for existing Named Users; and/or |
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13.4.2 |
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change the user name, user ID and/or password for any Named User including the Primary Named User. |
| 13.5 |
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The Customer shall ensure that no person except a Named User uses or accesses the TO System. The Customer shall ensure that all user names and passwords are kept secret and confidential and are not disclosed to any third party except Named Users. It shall be the Customer's responsibility to change passwords and user names (including, for example, because they have been accessed by or revealed to an unauthorised person or a previously authorised person has had their authority revoked). |
| 13.6 |
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Two Oars acknowledges that copyright and any other Intellectual Property Rights that may subsist in the Data shall belong to and remain in the possession of the Customer and that Two Oars shall acquire no rights thereto. |
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