1: Introduction

1.1 This document sets out the standards to be achieved and adhered to by all Customers of Exa when using any of its Services and details certain restrictions on and unauthorised uses of, those Services.

1.2 This AUP forms part of the Agreement between Exa and the Customer and accordingly, will be binding.

1.3 The definitions used in this AUP will have the same meanings as given to them in the Terms and Conditions for the Supply of Services (“Conditions”) and the rules of interpretation set out in the Conditions will also apply in this AUP.

2: Prohibited Uses of the Services

2.1 Services must strictly only be used for lawful purposes. Customers are entirely responsible for ensuring that they use the Services at all times in accordance with all applicable laws and not for any unlawful activity whatsoever.

2.2 Without prejudice to the generality of the Customer’s other obligations, the Customer must not under any circumstances use the Services (or allow any other person to use make use of the Services):

2.2.1 in any way that breaches any applicable local, national or international law or regulation;

2.2.2 in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;

2.2.3 for the hosting of fraudulent or phishing sites;

2.2.4 to engage in or encourage any criminal activity;

2.2.5 to circumvent the security of third party machines or systems or to attempt unauthorised or illegal access to computers, networks or accounts not belonging the Customer or to interfere with the services of another user or network or for any other act relating to the circumvention of security measures;

2.2.6 for the purpose of harming or attempting to harm minors in any way or in a way which does or could harm minors even if that is not the intended purpose;

2.2.7 to send, knowingly receive, upload, download, use or re-use any data, information, material or content which does not comply with the requirements and standards for Content in this AUP;

2.2.8 to transmit, send or procure or permit the transmission or sending of any unauthorised advertising or promotional material (including in a way which is in breach of the Privacy and Electronic Communications Regulations 2003 (or any equivalent regulations in any other jurisdiction)), unsolicited bulk messaging or any other form of similar solicitation (spam);

2.2.9 to use Exa’s network to generate a significantly higher volume of outgoing email than a normal user, to use a non-existent, forged, usurped or spoofed email return address or to open email relaying or sending out unsolicited email from any other network that points to an Exa server;

2.2.10 to knowingly transmit, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software, hardware or system;

2.2.11 in any way which may harm Exa’s own network or that of its other customers;

2.2.12 in any way to attempt to use or gain unauthorised access to data, accounts, hosts, systems or networks of Exa or any of its customers, suppliers or any other party;

2.2.13 to attempt to probe, scan or test the vulnerability of a system or network of Exa, any Exa product or service or any system, network, product or service of any of its customers, suppliers or those of any other party;

2.2.14 to interfere, or in any way attempt to interfere with services to any user, host or network including mail-bombing, flooding or deliberately attempting to overload any system;

2.2.15 to forge any TCP/IP packet header or any part of the header information in an e-mail, newsgroup posting or otherwise;

2.2.16 to falsify address information or other modification of e-mail headers to conceal the sender’s or the recipient’s identity;

2.2.17 to engage in activities that breach any terms or conditions of any other network access provider or Internet Service Provider;

2.2.18 in a way which does not comply with reasonable instructions given by Exa, its agents or contractors.

2.3 Customers shall not engage in any activity that interferes with or disrupts the Services, services to any other customers of Exa or the servers and networks which are connected to any of them.

2.4 Customers shall not misuse system resources in any way which includes employing programs that consume excessive CPU time (outside of reserved CPU slice), network capacity, disk I/O or storage space.

2.5 Customers should note that a misuse of the Services including (but not limited to) in connection with certain activity as prohibited in accordance with this AUP or in connection with the transmission, receipt or storage of certain types of files, may also be governed by criminal legislation (including but not limited to the Computer Misuse Act 1990, the Protection of Children Act 1978, the Criminal Justice Act 1988 and the Protection from Harassment Act 1997) and may, in some cases, result in criminal prosecution. Customers shall be entirely responsible for compliance with the law and ensuring that they do not use the Services in any way for any illegal activity. Any reference to legislation in this AUP shall not be construed as a notification by Exa to the Customer as to legislation that may be relevant and the Customer shall be responsible for identifying its own relevant statutory and other legal obligations and compliance with the same whether arising under English Law or the laws of any other jurisdiction. Without any liability on Exa’s part, Customers are therefore advised to satisfy themselves as to the application of and risk of potential breach of both domestic and overseas laws.

2.6 The Customer is responsible for the conduct of all users of its account whether those users are authorised by the Customer or not.

3: Content Standards

3.1 The Customer acknowledges and agrees that all information, data, text, software, music, sound, photographs, recordings, graphics, images, video, messages and all other materials whether posted, transmitted, created, uploaded or sent (in each case whether publicly or privately) or in any other way used in connection with the Services (‘Content’), are its sole responsibility. This means that the Customer is entirely responsible for all Content that it uses in any way with the Services and the consequences of such use and Exa shall not be liable for the same in any way.

3.2 All Content must:

3.2.1 be accurate (in the case of fact) or be genuinely held (in the case of opinion);

3.2.2 comply with all applicable law (including in any country in which such Content is created, from which it is posted or is otherwise derived);

3.2.3 not under any circumstances be or contain any element which;

3.2.3.1 is defamatory of any person;

3.2.3.2 is obscene, indecent, offensive, hateful or inflammatory;

3.2.3.3 includes or promotes sexually explicit material, child pornography, sexual or other exploitation, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

3.2.3.4 is intended to or is likely to deceive any person;

3.2.3.5 promotes any illegal activity;

3.2.3.6 promotes suicide or self-harm;

3.2.3.7 promotes or incites terrorist activity;

3.2.3.8 is threatening, abusive or invades another’s privacy or causes annoyance, inconvenience or needless anxiety or is likely to harass, upset, embarrass or alarm any other person;

3.2.3.9 impersonates any person or misrepresents a person’s identity or affiliation with any other person or gives the impression that such Content emanates from Exa if it does not;

3.2.3.10 advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement or computer misuse.

3.2.4 not be copied or otherwise infringe the Intellectual Property Rights or other proprietary rights of any other person (by way of example, sharing without permission of the copyright owner, protected material such as a music or video file);

3.2.5 comply in all respects with all applicable data protection legislation, including without limitation, the Data Protection Act 2018;

3.2.6 not be detrimental to other users;

3.2.7 not be used in breach of any legal duty owed to a third party including a contractual duty or a duty of confidence.

3.3 Customers must not in any circumstances manipulate identifiers in order to disguise the origin of any Content transmitted through the Services.

3.4 The Customer is responsible for all Content on its website and its servers and all files stored therein. It is the sole responsibility of the Customer to ensure that Content is protected by a robust backup strategy and system and Exa accepts no liability for any Content loss suffered by the Customer as a result of a failure to do so or for any other reason.

3.5 The standards and requirements as set out in this AUP apply to each part of Content as well as to its whole.

4: Intellectual Property Rights

4.1 Customers must not under any circumstances use the Services or any Content in connection with the Services, in any which infringes or is likely to infringe the Intellectual Property Rights or other proprietary rights of a third party. Infringing another person’s Intellectual Property Rights can lead to claims or allegations of claims by those rights owners and in some circumstances, infringement of certain Intellectual Property Rights can also constitute an offence.

4.2 The Customer shall be responsible for obtaining all permissions, licences and consents as necessary for the use of Content in connection with the Services.

4.3 Exa may assist any rights holders in the enforcement of their Intellectual Property Rights and shall not in any way be responsible or liable to the Customer as a result of any such action.

4.4 Without in any way affecting its other rights under the Agreement, Exa may terminate or suspend the Services in the event that there is a claim or allegation of a claim of infringement of any Intellectual Property Rights of a third party or if Exa otherwise has reasonable grounds to be believe that there is the risk of a claim or allegation of a claim.

5: Data Protection Compliance

5.1 The Data Protection Act 2018 together with related legislation (together the “DPA”) imposes numerous obligations on organisations which process or use personal data. Failure to comply with the relevant obligations can lead to enforcement action by the Information Commissioner’s Office and in some cases, can lead to criminal sanctions. Customers must ensure that they comply at all times with all relevant obligations under the DPA in connection with the Services and all Content and where relevant, any similar legislation in overseas jurisdictions which may apply to the Customer’s use of personal data.

5.2 As of May 2018, organisations will be required to follow several new obligations for securing and protecting customer data through the General Data Protection Regulation and the DPA, including the right to rectification. Customers are expected to comply with the terms of these acts.

6: Further Obligations on the Customer

6.1 Customers must comply with the spirit of the standards in this AUP as well as the letter of them.

6.2 The Customer shall not under any circumstances, access without authority, interfere with, damage or disrupt:

6.2.1 Exa’s website or any part of it or any equipment or network on which Exa’s website is stored;

6.2.2 any software used in the provision of Exa’s website;

6.2.3 any other elements of Exa’s equipment or network; or

6.2.4 any equipment, the network or software owned or used by any third party.

7: Use of Customer Accounts and Unauthorised Access

7.1 The Customer must not itself and shall ensure that its account users do not use an Exa account for the purpose of obtaining unauthorised access to any computer or service. The Customer is responsible at all times for use of the account, whether itself or through third parties. Customers must not, via tunnelling, use of proxies or by any other means, attempt to avoid any restrictions which may be imposed by Exa on its account.

7.2 In order to access certain Services, the Customer may be required to provide information (such as identification or contact details) as part of the registration process for the Service, or as part of the continued use of the Services. The Customer agrees that any registration information you give to us will always be accurate, correct and up to date.

7.3 If the Customer provides any information that is untrue, inaccurate, not current or incomplete in the management of a Customer account or if Exa has reasonable grounds to suspect that that is the case, Exa may suspend or terminate the Customer account and refuse any and all current or future use of the Services (or any portion thereof).

7.4 The Customer shall be responsible for bringing this AUP to the attention of its account users and ensuring that those users adhere to the standards contained in it.

8: Breach of AUP, Suspension and Termination

8.1 Failure to comply with this AUP constitutes a material breach of the Agreement and may result in Exa taking all or any of the following actions:

8.1.1 immediate, temporary or permanent withdrawal of the Service;

8.1.2 immediate, temporary or permanent removal of any Content;

8.1.3 issue of a warning to the Customer;

8.1.4 legal proceedings against the Customer including the right to all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

8.1.5 other legal action against the Customer;

8.1.6 disclosure of such information to law enforcement authorities as Exa reasonably deems necessary;

8.1.7 invoking the indemnity set out in Clause 10.7 of the Conditions.

8.2 Without in any way affecting its rights referred to above which it may choose to exercise at any time, Exa reserves the right (but shall not be obliged) to require that a Customer takes corrective action if it is found not to be acting in compliance with this AUP. Exa may also impose timescales for such actions.

8.3 Any breaches of this AUP should be reported to  and when relevant, entire postings, together with the full headers, should be forwarded. Although it is not always possible to respond to each abuse report, complaints will be investigated. Exa excludes liability for any action taken or inaction in response to breaches of, or assertions of breach of, this AUP. The responses described in this policy are not exhaustive and Exa may take any other action as it reasonably deems appropriate.

9: Changes to this Acceptable Use Policy

9.1 Exa may revise this AUP at any time. Key changes will be notified to Customers but Customers are also expected to check the AUP as included on the Exa website from time to time to take notice of any changes. Some of the provisions contained in this AUP may be superseded by provisions included elsewhere.