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automatically renewed for successive one (1) year periods (each a "Renewal Term") subject to a four percent
<br />(4%) increase in the Annual Hosting Fees unless either party provides written notice to the other party of its
<br />intention not to renew within one hundred and twenty (120) days of the end of the then current term. The Initial
<br />Term and Renewal Term(s) shall collectively be referred to as the "Term".
<br />5. Restrictions on Use
<br />(a) Except as expressly provided herein, Customer may not give away, rent, lease or otherwise sell, re -sell,
<br />sublicense, distribute or transfer the license rights granted under this Agreement or otherwise use the Hosting
<br />Services or the Software except as expressly permitted by this Agreement and the Software License Agreement
<br />without the prior written consent of SmartWorks.
<br />(b) Customer agrees that it will not reverse engineer, decompile, translate or otherwise attempt to derive, or permit
<br />or help others to derive the source code relating to all or any part of the software used as part of the Hosting
<br />Services, or attempt to otherwise convert or alter the software used as part of the Hosting Services into human
<br />readable code, except to the extent applicable law expressly prohibits the foregoing restriction.
<br />(c) No third party, other than duly authorized legal agents or employees of Customer authorized pursuant to Section
<br />2 hereunder, shall have access to or use of the Hosting Services.
<br />(d) Customer shall not copy, frame or mirror any part or content of the Hosting Services, other than copying or
<br />framing on Customer's own intranets or otherwise for Customer's own internal business purposes.
<br />(a) Customer shall not access or use the system (including, without limitation, the network infrastructure and cloud
<br />services) used to provide the Hosting Services separately from the Hosting Services and shall not use third -party
<br />tools to access the system used to provide the Hosting Services.
<br />(f) Customer shall not access the Hosting Services in order to (i) build a competitive product or service; (ii) copy
<br />any ideas, features, functionality or graphics of the Software; or (iii) knowingly allow access to any competitor of
<br />SmartWorks.
<br />(g) The Customer shall not transmit, upload, post, distribute, store or otherwise publish, through use of the Hosting
<br />Services, any data, material or Information that: (i) contains a software virus, Trojan horse, worm or other harmful
<br />or deleterious computer code, files or programs that may adversely affect any hardware or software, or that
<br />intercepts or misappropriates any data or information; (ii) is threatening, defamatory, libelous, harassing, profane,
<br />is an invasion of privacy, offensive, obscene or harmful; (iii) infringes or otherwise violates any patent, copyright,
<br />trademark, trade secret or other intellectual property or proprietary right of any third party; (iv) violates any law,
<br />statute, ordinance or regulation; or (v) includes unsolicited bulk e-mails, advertisements or solicitations.
<br />(h) Customer shall not knowingly transmit any data to the system used by SmartWorks or its third party service
<br />provider to provide the Hosting Services that contains software viruses or other harmful or deleterious computer
<br />code, files or programs.
<br />(i) Customer shall not interfere with or disrupt services or networks connected to the system used to provide the
<br />Hosting Services and shall not attempt to gain unauthorized access to the Hosting Services or such services or
<br />networks connected to the system used to provide the Hosting Services.
<br />0) Customer shall not use the Hosting Services for unlawful, obscene, offensive or fraudulent Data or activity, such
<br />as advocating or causing harm, evading filters, sending abusive or deceptive messages.
<br />(k) Customer shall not provide the results of using the Hosting Services for the purposes of monitoring its availability,
<br />performance, functionality, benchmarking or competitive analysis to any third party.
<br />(1) In addition to its termination rights under Section 10, SmartWorks may restrict or limit Customer's access to the
<br />Hosting Services if SmartWorks reasonably determines that Customer has engaged in or is likely to engage in
<br />N. Harris Computer Corporation — Confidential Page 3 of 18
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