OR MERGE OR INCLUDE THE SOFTWARE OR RELATED DOCUMENTATION WITH OR
IN ANY OTHER SOFTWARE SAVE AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
THE
CONTENT CLIENT MAY MAKE SUCH BACK-UP COPIES OF THE SOFTWARE AND/OR RELATED
DOCUMENTATION AS ARE REASONABLY NECESSARY FOR DISASTER RECOVERY AND SECURITY
PURPOSES.
5.2
THE CONTENT CLIENT SHALL NOT REMOVE THE COPYRIGHT NOTICE, TRADE MARKS OR
SERVICE MARKS OF NETDIMENSIONS FROM ANY COPIES, IN ANY FORM, INCLUDING PARTIAL
COPIES OR MODIFICATIONS OF THE SOFTWARE OR RELATED DOCUMENTATION, MADE IN
ACCORDANCE WITH THIS AGREEMENT.
5.3 THE CONTENT CLIENT SHALL:
5.3.1 NOT PROVIDE OR OTHERWISE MAKE AVAILABLE THE SOFTWARE OR RELATED
DOCUMENTATION IN WHOLE OR IN PART, IN ANY FORM TO ANY PERSON OTHER THAN THE
CONTENT CLIENT'S EMPLOYEES WITHOUT NETDIMENSIONS' PRIOR WRITTEN CONSENT;
5.3.2 NOTIFY NETDIMENSIONS IMMEDIATELY IF THE CONTENT CLIENT BECOMES AWARE OF
ANY UNAUTHORISED USE OF THE WHOLE OR ANY PART OF THE SOFTWARE OR RELATED
DOCUMENTATION BY ANY PERSON;
5.3.3 USE THE SOFTWARE AND RELATED DOCUMENTATION ONLY IN ACCORDANCE WITH
NETDIMENSIONS' REASONABLE OPERATING INSTRUCTIONS AND THE TERMS OF THIS
AGREEMENT;
5.3.4 USE COMMERCIALLY REASONABLE EFFORTS, USING UP TO DATE VIRUS CHECKING
ROUTINES TO ENSURE THAT THE SOFTWARE REMAINS FREE FROM VIRUSES;
5.3.5 ENSURE THAT THE SOFTWARE IS ONLY USED ON THE DESIGNATED SERVER IP ADDRESS
AT THE DESIGNATED SITE.
5.4
THE CONTENT CLIENT SHALL BE RESPONSIBLE FOR MAINTAINING THE
CONFIDENTIALITY OF ITS PASSWORDS AND FOR PROCURING THAT ALL END USERS KEEP THEIR
OWN PASSWORDS CONFIDENTIAL.
IF THE CONTENT CLIENT BECOMES AWARE OF ANY
UNAUTHORISED ACCESS TO THE SOFTWARE BY ANY PERSON WHO USES A PASSWORD WITHOUT
THE CONTENT CLIENT'S OR NETDIMENSIONS' AUTHORISATION, OR IF THE CONTENT CLIENT
BELIEVES THAT A PASSWORD HAS BEEN LOST OR STOLEN, THE CONTENT CLIENT WILL
IMMEDIATELY NOTIFY NETDIMENSIONS.
5.5
UNLESS THE CONTENT CLIENT GIVES WRITTEN NOTICE TO NETDIMENSIONS TO
THE CONTRARY, THE CONTENT CLIENT AGREES THAT NETDIMENSIONS MAY REFER TO IT IN
NETDIMENSIONS' WEB SITE AND MARKETING MATERIALS AND AGREES TO PARTICIPATE IN
PRESS ANNOUNCEMENTS AND OTHER MEDIA MARKETING RELATED TO THE USE OF THE SOFTWARE
AT NETDIMENSIONS' REASONABLE REQUEST.
6 AUDIT
6.1
THE CONTENT CLIENT WILL DURING THE TERM OF THIS AGREEMENT MAINTAIN
PROPER, UP TO DATE BOOKS AND RECORDS, INCLUDING ACCOUNTING RECORDS, OF ALL
TRANSACTIONS INVOLVING THE SOFTWARE.
6.2
NETDIMENSIONS MAY INSPECT, REVIEW AND/OR AUDIT ANY MATTER RELATED TO
THE PERFORMANCE BY THE CONTENT CLIENT OF ANY OF ITS OBLIGATIONS UNDER THIS
AGREEMENT.
IN
PARTICULAR, NETDIMENSIONS MAY (BY ITSELF OR BY ITS AGENTS) NOT MORE THAN TWICE
PER YEAR ACCESS THE CONTENT CLIENT'S PREMISES (WITH REASONABLE PRIOR NOTICE) FOR
THE PURPOSES OF INSPECTING, REVIEWING AND/OR AUDITING THE CONTENT CLIENT'S BOOKS
AND RECORDS REFERRED TO IN CLAUSE 6.1. NETDIMENSIONS MAY NOT MORE THAN TWICE PER
YEAR ALSO REVIEW AND/OR AUDIT THE CONTENT CLIENT'S QUALITY OF SERVICE TO END
USERS.
6.3
THE CONTENT CLIENT AGREES THAT NETDIMENSIONS MAY (BY ITSELF OR BY
ITS AGENTS) CONTACT END USERS DIRECTLY FOR THE PURPOSES OF REVIEWING AND/OR
AUDITING THE CONTENT CLIENT'S QUALITY OF SERVICE TO END USERS.
7 INTELLECTUAL PROPERTY