2.1. Workbench International will make the Software available to Customer by way of the Deployment Model.
2.2. Workbench International grants to Customer a non-exclusive, non-transferable right to permit the Licenced Users to access and use the Software and the Documentation during the Subscription Term solely for its internal business purposes, all on the terms and conditions set out in:
(a) this Agreement;
(b) the Specific Terms; and
(c) where the Deployment Model is:
(i) Customer Managed, the terms and conditions set out in Schedule 2; or
(ii) Workbench International Managed, the terms and conditions set out in Schedule 3.
2.3. Customer will:
(a) ensure that only the number of Licenced Users access and use the Software and the Documentation;
(b) procure that the Licenced Users keep secure logins and passwords for their access and use of the Software and Documentation and keep such logins and
(d) permit Workbench International to actively monitor and audit the Software to establish:
(i) whether the Software is being used in accordance with this Agreement; and/or
(ii) how the Software is being used to enable Workbench International, at its discretion, to offer tutorials on how to use the Software (in whole or in part);
(e) promptly disable any login account if Workbench International discovers (through undertaking the monitoring and audits referred to in clause 3(d)(i)) that any login details have been provided to any party that is not a Licensed User; and
(f) on demand, pay to Workbench International an amount of any underpayment of Subscription Fees discovered by Workbench International through undertaking the
monitoring and audits referred to in clause 3(d)(i).
2.4. Customer will not access, store, distribute or transmit any Viruses, and Workbench International may, without liability to Customer, disable Customer’s access to the
Software if Customer is in breach of this clause.
2.5. Customer will not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish,
download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(b) access all or any part of the Software and Documentation to build a product or service which competes with the Software and/or the Documentation;
(c) use the Software and/or Documentation to provide services to third parties except to the extent such use is included in the functionality of the Software;
(d) make the Software and/or Documentation available to any third party except the Licensed Users; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Software and/or Documentation, other than as provided under this clause 5.
2.6. Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and/or the Documentation and, in the event of any such
unauthorised access or use, promptly notify Workbench International.