Common use of Access and Use Clause in Contracts

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product Fees due under the Agreement and this Exhibit. This Exhibit shall commence upon invoicing of the Purchase Fee (as defined in Schedule 2) and shall remain in effect for the term stated in Section G: FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein shall immediately cease. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth herein.

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. This Exhibit Each Customer listed in section E: CUSTOMERS shall commence upon invoicing of pay SAGE the Purchase Annual Hosting Fee (as defined in Schedule 2) and shall remain in effect for the term stated in Section G: section G. FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the terms of the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytime, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows: 1. Either party may terminate upon thirty (30) days’ written notice prior to the end of any Hosting Term; and 2. SAGE may terminate if payment for a Hosting Term is not received within thirty (30) days of the date of invoice and as set forth above, SAGE may terminate the Hosting Service at anytime as determined in its sole discretion for any reason on a case by case basis. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein shall immediately cease. Notwithstanding the foregoing, Customer will have the continued right to use the Product(s) (e.g., on its own platform or on the platform of a third party) on a perpetual basis subject to the terms of the Agreement. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth herein.

Access and Use. Access Grantee agrees to license or otherwise make available to MassCEC in perpetuity, without charge, Xxxxxxx’s interest in and copyright (if any) to all non-confidential materials prepared and produced in relation to the content Project, including, without limitation, all plans, specifications, and analyses developed in connection with the Project and specified as being for MassCEC’s use and public dissemination; provided, however, that any and all inventions that are conceived or first reduced to use during the course of the Project shall be the sole property of Grantee (except that if jointly invented, title shall flow in accordance with United States patent law), and any licensing requests for such inventions shall be subject to good faith negotiations between the Parties. Grantee represents and warrants that Deliverables will not infringe on any copyright, right of privacy, or personal or proprietary rights of others. Audit At any time prior to the completion of the Project and as otherwise provided as described in section F: PRODUCTS provided this section, MassCEC shall have the right to audit Grantee’s or its other agents’ records to confirm the use of the Grant awarded under this Agreement. If such audit reveals that the Customer pays all Product Fees due any portion of such funds was used for purposes not permitted under the Agreement (a “Nonconformance Event”), then Grantee shall refund to MassCEC the amount determined by such audit to have been improperly used within thirty (30) days of Xxxxxxx’s receipt of such audit and demand. In the event such audit reveals a Nonconformance Event, MassCEC shall be entitled to immediately terminate this ExhibitAgreement and discontinue disbursing Grant Installments to Grantee from the date the audit is completed, subject to any limitations set forth by Section 8. This Exhibit Grantee shall commence upon invoicing maintain books, records, and other compilations of data pertaining to the Purchase Fee funds paid pursuant to this Agreement to the extent and in such detail as to properly substantiate use of such payments. All such records shall be kept for a period of seven (as defined in Schedule 27) and shall remain in effect for years, starting on the term stated in Section G: FEES first day after final payment under the Agreement (the “Assessment TermRetention Period”). Notwithstanding If any litigation, claim, negotiation, audit, or other action involving the foregoingrecords is commenced prior to the expiration of the Retention Period, all records shall be retained until completion of the audit or other action and resolution of all issues resulting from audit or other action, or until the end of the Retention Period, whichever is later. MassCEC or the Commonwealth or any of their duly authorized representatives shall have the right at reasonable times and upon reasonable notice, to examine and copy at reasonable expense, the Assessment Term will be followed books, records, and other compilations of data of Grantee which pertain to the provisions and requirements of this Agreement. Such access may include on-site audits, review, and copying of records. Assignment and Subcontracting Grantee shall not assign or in any way transfer any interest in Grant funds without the prior written consent of MassCEC, nor shall Grantee subcontract any of its obligations hereunder without the prior written consent of MassCEC; provided, however, that any subcontract entered into by Grantee pursuant to this Section 12 shall not relieve Grantee from any of its obligations pursuant to this Agreement, any act or omission by a Purchase Term provided thatsubcontractor of Grantee shall be deemed an act or omission by Grantee, within ninety (90) days and Grantee shall be responsible for each of the expiration date its subcontractors complying with all obligations of the Assessment Term, the Parties have agreed to a written document Grantee pursuant to this ExhibitAgreement. Compliance with Laws Grantee agrees to comply with all applicable federal, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Productstate, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchaselocal statutes, SAGE grants to Customer access to and use of the Productrules, regulations, and the right to provide the Product to Authorized Users in accordance with the Agreement permitting requirements, including, but not limited to, all laws promoting fair employment practices or prohibiting employment discrimination and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicableunfair labor practices, and may also shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s)demoted, and discharged, or otherwise subject to payment by Customer of all Fees due under discrimination in the Agreement and this Exhibittenure, the Customer and Authorized Users shall have unlimited access to the Product(s)position, 24 hours/daypromotional opportunities, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoingwages, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrarybenefits, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein shall immediately cease. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth hereinof their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation, gender identity, or for exercising any rights afforded by law.

Access and Use. Access Grantee agrees to license or otherwise make available to MassCEC in perpetuity, without charge, Xxxxxxx’s interest in and copyright (if any) to all non-confidential materials prepared and produced in relation to the content Project, including, without limitation, all plans, specifications, and analyses developed in connection with the Project and specified as being for MassCEC’s use and public dissemination; provided, however, that any and all inventions that are conceived or first reduced to use during the course of the Project shall be the sole property of Grantee (except that if jointly invented, title shall flow in accordance with United States patent law), and any licensing requests for such inventions shall be subject to good faith negotiations between the Parties. Audit At any time prior to the completion of the Project and as otherwise provided as described in section F: PRODUCTS provided this section, MassCEC shall have the right to audit Grantee’s or its other agents’ records to confirm the use of the Grant awarded under this Agreement. If such audit reveals that the Customer pays all Product Fees due any portion of such funds was used for purposes not permitted under the Agreement (a “Nonconformance Event”), then Grantee shall refund to MassCEC the amount determined by such audit to have been improperly used within thirty (30) days of Xxxxxxx’s receipt of such audit and demand. In the event such audit reveals a Nonconformance Event, MassCEC shall be entitled to immediately terminate this ExhibitAgreement and discontinue disbursing Grant Installments to Grantee from the date the audit is completed, subject to any limitations set forth by Section 8. This Exhibit Grantee shall commence upon invoicing maintain books, records, and other compilations of data pertaining to the Purchase Fee funds paid pursuant to this Agreement to the extent and in such detail as to properly substantiate use of such payments. All such records shall be kept for a period of seven (as defined in Schedule 27) and shall remain in effect for years, starting on the term stated in Section G: FEES first day after final payment under the Agreement (the “Assessment TermRetention Period”). Notwithstanding If any litigation, claim, negotiation, audit, or other action involving the foregoingrecords is commenced prior to the expiration of the Retention Period, all records shall be retained until completion of the audit or other action and resolution of all issues resulting from audit or other action, or until the end of the Retention Period, whichever is later. MassCEC or the Commonwealth or any of their duly authorized representatives shall have the right at reasonable times and upon reasonable notice, to examine and copy at reasonable expense, the Assessment Term will be followed books, records, and other compilations of data of Grantee which pertain to the provisions and requirements of this Agreement. Such access may include on-site audits, review, and copying of records. Assignment and Subcontracting Grantee shall not assign or in any way transfer any interest in Grant funds without the prior written consent of MassCEC, nor shall Grantee subcontract any of its obligations hereunder without the prior written consent of MassCEC; provided, however, that any subcontract entered into by Grantee pursuant to this Section 12 shall not relieve Grantee from any of its obligations pursuant to this Agreement, any act or omission by a Purchase Term provided thatsubcontractor of Grantee shall be deemed an act or omission by Grantee, within ninety (90) days and Grantee shall be responsible for each of the expiration date its subcontractors complying with all obligations of the Assessment Term, the Parties have agreed to a written document Grantee pursuant to this ExhibitAgreement. Compliance with Laws Grantee agrees to comply with all applicable federal, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Productstate, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchaselocal statutes, SAGE grants to Customer access to and use of the Productrules, regulations, and the right to provide the Product to Authorized Users in accordance with the Agreement permitting requirements, including, but not limited to, all laws promoting fair employment practices or prohibiting employment discrimination and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicableunfair labor practices, and may also shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s)demoted, and discharged, or otherwise subject to payment by Customer of all Fees due under discrimination in the Agreement and this Exhibittenure, the Customer and Authorized Users shall have unlimited access to the Product(s)position, 24 hours/daypromotional opportunities, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoingwages, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrarybenefits, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein shall immediately cease. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth hereinof their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation, gender identity, or for exercising any rights afforded by law.

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. This Exhibit Each Customer listed in section E: CUSTOMERS shall commence upon invoicing of pay SAGE the Purchase Annual Hosting Fee (as defined in Schedule 2) and shall remain in effect for the term stated in Section G: section G. FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the terms of the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this ExhibitExhibit (the “Hosting Service”). Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at any time, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows: 1. Either party may terminate upon thirty (30) days’ written notice prior to the end of any Hosting Term; and SAGE may terminate if payment for a Hosting Term is not received within thirty (30) days of the date of invoice and as set forth above, SAGE may terminate the Hosting Service in the event the Product(s) no longer appear or are offered as available on the SAGE site. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein shall immediately cease. SAGE may cancel this Agreement if Notwithstanding the foregoing, Customer violates any will have the continued right to use the Product(s) (e.g., on its own platform or on the platform of a third party) on a perpetual basis subject to the terms of the terms and conditions set forth hereinAgreement.

Access and Use. Access to the content shall be provided as described in section FD: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. This Exhibit Each Customer listed in section C: CUSTOMERS shall commence upon invoicing of pay SAGE the Purchase Annual Hosting Fee (as defined in Schedule 2) and shall remain in effect for the term stated in Section G: section E. FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the terms of the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytime, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. There is a small subset of Data Planet content (.34% of the overall content library) within the Basic purchase model that we cannot provide perpetual access rights to, this content includes: Chicago Board Options Exchange, China Data Institute (National Dataset), Xxxx Xxxx’x Atlas of US Presidential Elections, Institute for Supply Management, Intercontinental Exchange Benchmark Administration, and Quandl. Users have access to this content via the Data Planet platform for as long as it exists; however, we can not provide access to this content outside of the Data Planet platform (i.e. thumb drive). Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows: 1. Either party may terminate upon thirty (30) days’ written notice prior to the end of any Hosting Term; and 2. SAGE may terminate if payment for a Hosting Term is not received within thirty (30) days of the date of invoice and as set forth above, SAGE may terminate the Hosting Service at anytime as determined in its sole discretion for any reason on a case by case basis. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein shall immediately cease. Notwithstanding the foregoing, Customer will have the continued right to use the Product(s) (e.g., on its own platform or on the platform of a third party) on a perpetual basis subject to the terms of the Agreement. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth herein.

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. This Exhibit Each Customer listed in section E: CUSTOMERS shall commence upon invoicing of pay SAGE the Purchase Annual Hosting Fee (as defined in Schedule 2) and shall remain in effect for the term stated in Section G: section G. FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the terms of the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this ExhibitExhibit (the “Hosting Service”). Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytime, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows: 1. Either party may terminate upon thirty (30) days’ written notice prior to the end of any Hosting Term; and 2. SAGE may terminate if payment for a Hosting Term is not received within thirty (30) days of the date of invoice and as set forth above, SAGE may terminate the Hosting Service at anytime as determined in its sole discretion for any reason on a case by case basis. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein shall immediately cease. Notwithstanding the foregoing, Customer will have the continued right to use the Product(s) (e.g., on its own platform or on the platform of a third party) on a perpetual basis subject to the terms of the Agreement. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth herein.

Access and Use. This Exhibit shall be in effect for the dates stated in Section E: FEES (the “Term”). Access to the content shall be provided as described in section FD: PRODUCTS provided that the Customer pays all Product Fees due under the Agreement and this Exhibit. This Exhibit shall commence upon invoicing The SAGE Premier All Access Model offers Customer access to all SAGE Journal titles that are part of the Purchase Fee SAGE Premier offer, including all titles which are added to the published SAGE Premier list (as defined new titles added in Schedule 2January of each year) and shall remain in effect for the duration (term) of the Agreement. Titles which cease to be published by SAGE during the term stated of this Agreement shall cease to be included in Section G: FEES the list of titles included in the SAGE Premier All Access Model from the time at which they cease to be published by SAGE. For titles transferring to SAGE from other publishers during the term of the agreement, Customer will be required to maintain, at SAGE’s list price, any bona-fide single-title subscriptions the Customer held with the former publisher in the year preceding the transfer (“Assessment TermTransfer Subscriptions”). Notwithstanding If the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed Customer received access to a written document transferring title through a package, they will not be required to this Exhibit, which will itemize maintain any single subscription to the titles selected by Customertransferring title. For the Assessment Term, The SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Premier Fixed Model offers Customer access to SAGE journal titles as listed in Schedule 3, attached hereto and use incorporated herein by this reference, for the duration (term) of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditionsAgreement. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. In the event that SAGE cannot provide access, SAGE shall ensure that the Customer has access to the perpetual content by providing it in digital format for the Customer to locally host or SAGE shall make arrangements for the Customer to have access to the perpetual content via a third party archiving DocuSign Envelope ID: E6F70093-EF65-4D2B-AE73-7C7327D79D90 organization such as Portico, LOCKSS or the Royal Dutch Library. Upon written request by Customer at any time, SAGE shall supply Customer with a digital copy of the Product(s)’ perpetual content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. SAGE will exercise reasonable efforts to retain content from loss of licensing so as to provide access to perpetually owned content or SAGE will inform subsequent publishers of Customer’s content rights, but SAGE makes no guarantee in relation thereto. Notwithstanding anything herein to the contrary, in the event that SAGE loses the right to license any of the content comprising the Product during the term of the Agreement or this Exhibit in an amount that equates to 5% or more of the total net number of titles initially included in the Product under the Agreement, SAGE will provide Customer with a pro-rata adjustment to the pricing reflected herein in an amount that will reflect the reduction of the net adjusted number of titles that remain in the content comprising the Product compared with the net number of titles initially included in the Product under the Agreement. SAGE will exercise reasonable efforts to retain content from loss of licensing so as to provide access to perpetually owned content or SAGE will inform subsequent publishers of Customer’s content rights, but SAGE makes no guarantee in relation thereto. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth herein. Any Customer that has had its subscription cancelled due to breach shall not be entitled to access the Products or any portion thereof after such cancellation. Notwithstanding the foregoing, XXXX acknowledges and agrees that a Customer may cancel its subscription after the first year due to non-availability of funds for the subsequent years during the Term. In the event of a Customer’s expressed intent to cancel, Customer shall provide to SAGE ninety (90) days written of such intent prior to the actual date of cancellation. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein complimentary content shall immediately cease. SAGE may cancel this Agreement if In the event Customer violates wishes to obtain print access to any of the terms Product, SAGE will offer a Deep Discount Price of 75% off published list prices, referred to as ‘combined price’ on the SAGE price list. The Deep Discount Price does not apply to Existing Holdings as listed in Schedule 2 or Transfer Subscriptions as defined above. In order to receive this Deep Discount rate, the Customer must notify SAGE or the Customer’s preferred agent of its interest, and conditions set forth hereinprovide a complete list of all titles that it wishes to receive. Requests or inquiries should be sent directly to XXXxxxx@xxxxxxx.xxx or call 000-000-0000.

Access and Use. This Exhibit shall be in effect for the dates stated in Section E: FEES (the “Term”). Access to the content shall be provided as described in section FD: PRODUCTS provided that the Customer pays all Product Fees due under the Agreement and this Exhibit. This Exhibit shall commence upon invoicing of the Purchase Fee (as defined in Schedule 2) and shall remain in effect for the term stated in Section G: FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, The SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Premier Fixed Model offers Customer access to SAGE journal titles as listed in Schedule 3, attached hereto and use incorporated herein by this reference, for the duration (term) of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditionsAgreement. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service hosting service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. In the event that SAGE cannot provide access, SAGE shall ensure that the Customer has access to the perpetual content by providing it in digital format for the Customer to locally host or SAGE shall make arrangements for the Customer to have access to the perpetual content via a third party archiving organization such as Portico, LOCKSS or the Royal Dutch Library. Upon written request by Customer at any time, SAGE shall supply Customer with a digital copy of the Product(s)’ perpetual content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding anything herein to the contrary, in the event that SAGE loses the right to license any of the content comprising the Product during the term of the Agreement or this Exhibit in an amount that equates to 5% or more of the total net number of titles initially included in the Product under the Agreement, SAGE will provide Customer with a pro-rata adjustment to the pricing reflected herein in an amount that will reflect the reduction of the net adjusted number of titles that remain in the content comprising the Product compared with the net number of titles initially included in the Product under the Agreement. SAGE will exercise reasonable efforts to retain content from loss of licensing so as to provide access to perpetually owned content or SAGE will inform subsequent publishers of Customer’s content rights, but SAGE makes no guarantee in relation thereto. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth herein. Any Customer that has had its subscription cancelled due to breach shall not be entitled to access the Products or any portion thereof after such cancellation. Notwithstanding the foregoing, SAGE acknowledges and agrees that a Customer may cancel its subscription after the first year due to non-availability of funds for the subsequent years during the Term. In the event of a Customer’s expressed intent to cancel, Customer shall provide to SAGE ninety (90) days written of such intent prior to the actual date of cancellation. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein complimentary content shall immediately cease. SAGE may cancel this Agreement if In the event Customer violates wishes to obtain print access to any of the terms Product, SAGE will offer a Deep Discount Price of 75% off published list prices, referred to as ‘combined price’ on the SAGE price list. The Deep Discount Price does not apply to Existing Holdings as listed in Schedule 2 or Transfer Subscriptions as defined above. In order to receive this Deep Discount rate, the Customer must notify SAGE or the Customer’s preferred agent of its interest, and conditions set forth hereinprovide a complete list of all titles that it wishes to receive. Requests or inquiries should be sent directly to XXXxxxx@xxxxxxx.xxx or call 000-000-0000.

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product Fees due under the Agreement and this Exhibit. This Exhibit shall commence upon invoicing of the Purchase Fee (as defined in Schedule 2) and shall remain in effect for the term stated in Section G: FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this ExhibitExhibit (the “Hosting Service”). Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein shall immediately cease. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth herein.

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product and Hosting Fees due under the Agreement and this Exhibit. This Exhibit Each Customer listed in section E: CUSTOMERS shall commence upon invoicing of pay SAGE the Purchase Annual Hosting Fee (as defined in Schedule 2) and shall remain in effect for the term stated in Section G: section G. FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the terms of the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, SAGE shall have the right at any time as determined in its sole discretion for any reason on a case by case basis to cease providing the Hosting Service. In the event SAGE elects to cease providing the Hosting Service, Customer shall have the right to self-host the Product(s) or engage a third party at no cost to SAGE to host the Product(s). Upon written request by Customer at anytime, SAGE shall supply Customer with a digital copy of the Product(s)’ content in a form and format designated by SAGE. Customer acknowledges and agrees that in the event of such self-hosting or third-party hosting, Customer’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding the foregoing, the Parties may terminate the Hosting Service as follows: 1. Either party may terminate upon thirty (30) days’ written notice prior to the end of any Hosting Term; and 2. SAGE may terminate if payment for a Hosting Term is not received within thirty (30) days of the date of invoice and as set forth above, SAGE may terminate the Hosting Service at anytime as determined in its sole discretion for any reason on a case by case basis. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein shall immediately cease. Notwithstanding the foregoing, Customer will have the continued right to use the Product(s) (e.g., on its own platform or on the platform of a third party) on a perpetual basis subject to the terms of the Agreement. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth herein. 3. Notwithstanding anything herein to the contrary, Customer acknowledges and agrees that the Purchase Fee is non-refundable. 4. For the avoidance of doubt, Xxxxxxxx acknowledges and agrees that: a. in the event Customer does not provide a written document of selected SAGE Knowledge titles following the Assessment term, Customer will not be entitled to any refund(s) of the Purchase Fee. b. in the event the Purchase Fee charged by SAGE for Customer’s selected titles does not utilize all of the Purchase Fee, Customer will not be entitled to any refund(s) of the Purchase Fee; and c. Customer will be responsible for any additional fees should its selection of titles exceed the Purchase Fee paid.

Access and Use. This Exhibit shall be in effect from January 1, 2019 through December 31, 2019 (the “Term”). Access to the content shall be provided as described in section FD: PRODUCTS provided that the Customer Licensee pays all Product Fees due under the Agreement and this Exhibit. This Exhibit shall commence upon invoicing The SAGE Premier All Access Model offers Licensee access to all SAGE Journal titles that are part of the Purchase Fee SAGE Premier offer, including all titles which are added to the published SAGE Premier list (as defined new titles added in Schedule 2January of each year) and shall remain in effect for the duration (term) of the Agreement. Titles which cease to be published by SAGE during the term stated of this Agreement shall cease to be included in Section G: FEES the list of titles included in the SAGE Premier All Access Model from the time at which they cease to be published by SAGE. For titles transferring to SAGE from other publishers during the term of the agreement, Licensee will be required to maintain, at SAGE’s list price, any bona-fide single-title subscriptions the Licensee held with the former publisher in the year preceding the transfer (“Assessment TermTransfer Subscriptions”). Notwithstanding If the foregoingLicensee received access to a transferring title through a package, they will not be required to maintain any single subscription to the Assessment Term will be followed transferring title. The SAGE Premier Fixed Model offers Licensee access to SAGE journal titles as listed in Schedule 3, attached hereto and incorporated herein by a Purchase Term provided thatthis reference, within ninety for the duration (90term) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditionsAgreement. The License granted herein shall be extended to the Authorized Users of CustomerLicensee. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer Licensee as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by CustomerLicensee. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer Licensee of all Fees due under the Agreement and this Exhibit, the Customer Licensee and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Licensee’s use of the Product(s) shall be subject to the terms of the Agreement and this Exhibit. In the event that SAGE cannot provide access, SAGE shall ensure that the Licensee has access to the perpetual content by providing it in digital format for the Licensee to locally host or SAGE shall make arrangements for the Licensee to have access to the perpetual content via a third party archiving organization such as Portico, LOCKSS or the Royal Dutch Library. Upon written request by Licensee at any time, SAGE shall supply Licensee with a digital copy of the Product(s)’ perpetual content in mutually- agreed format and medium. Licensee acknowledges and agrees that in the event of such self-hosting or third-party hosting, Licensee’s perpetual use of the Product(s) shall continue to be governed by the terms of the Agreement. Notwithstanding anything herein to the contrary, in the event that SAGE loses the right to license any of the content comprising the Licensed Materials during the term of the Agreement or this Exhibit in an amount that equates to 5% or more of the total net number of titles initially included in the Licensed Materials under the Agreement, SAGE will provide Licensee with a pro-rata adjustment to the pricing reflected herein in an amount that will reflect the reduction of the net adjusted number of titles that remain in the content comprising the Licensed Materials compared with the net number of titles initially included in the Licensed Materials under the Agreement. SAGE will exercise reasonable efforts to retain content from loss of licensing so as to provide access to perpetually owned content or SAGE will inform subsequent publishers of Licensee’s content rights, but SAGE makes no guarantee in relation thereto. SAGE may cancel this Agreement if Licensee violates any of the terms and conditions set forth herein. Any Licensee that has had its subscription cancelled due to breach shall not be entitled to leased access the Licensed Materials or any portion thereof after such cancellation. Notwithstanding the foregoing, SAGE acknowledges and agrees that a Licensee may cancel its subscription after the first year due to non-availability of funds for the subsequent years during the Term. In the event of a Licensee’s expressed intent to cancel, Licensee shall provide to SAGE ninety (90) days written notice of such intent prior to the actual date of cancellation. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, CustomerLicensee’s right to access and use the Product(s) on the SAGE platform as set forth herein complimentary content shall immediately cease. SAGE may cancel this Agreement if Customer violates In the event Licensee wishes to obtain print access to any of the terms Licensed Materials, SAGE will offer a Deep Discount Price of 75% off published list prices, referred to as ‘combined price’ on the SAGE price list. The Deep Discount Price does not apply to Existing Holdings as listed in Schedule 2 or Transfer Subscriptions as defined above. In order to receive this Deep Discount rate, the Licensee must notify SAGE or the Licensee’s preferred agent of its interest, and conditions set forth hereinprovide a complete list of all titles that it wishes to receive. Requests or inquiries should be sent directly to XXXxxxx@xxxxxxx.xxx or call 000-000-0000.

Access and Use. Access to the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product Fees due under the Agreement and this Exhibit. This Exhibit shall commence upon invoicing of the Purchase Fee (as defined in Schedule 2) and shall remain in effect for the term stated in Section G: FEES (“Assessment Term”). Notwithstanding the foregoing, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE grants to Customer use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(s), and subject to payment by Customer of all Fees due under the Agreement and this Exhibit, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this ExhibitExhibit (the “Hosting Service”). Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrary, upon expiration or termination of this Exhibit, Customer’s right to access and use the Product(s) on the SAGE platform as set forth herein shall immediately cease. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth herein.

Access and Use. Access to 1.1 Unless otherwise set forth in the content shall be provided as described in section F: PRODUCTS provided that the Customer pays all Product Fees due under the Agreement and this Exhibit. This Exhibit shall commence upon invoicing of the Purchase Fee (as defined in Schedule 2) and shall remain in effect for the term stated in Section G: FEES (“Assessment Term”). Notwithstanding the foregoingReferencing Agreement, the Assessment Term will be followed by a Purchase Term provided that, within ninety (90) days of the expiration date of the Assessment Term, the Parties have agreed to a written document to this Exhibit, which will itemize the titles selected by Customer. For the Assessment Term, SAGE Service Provider hereby grants to Customer a fixed term, worldwide, nonexclusive, royalty free (for the Subscription Term, upon full payment of Fees), non- sublicensable and non-transferable right to access and use the Software solely as part of the ProductServices, solely for Customer’s own internal use and solely to perform those functions defined in the right user documentation generally available in hard copy or electronic form to provide the Product to Authorized Users in accordance with the Agreement and this ExhibitService Provider’s terms and conditions. For any titles converted to a Purchase, SAGE grants to Customer access to and use of the Product, and the right to provide the Product to Authorized Users in accordance with the Agreement and this Exhibit’s terms and conditions. The License granted herein shall be extended to the Authorized Users of Customer. The Product(s) may be networked to the agreed registered IP address(es) as listed in Schedule 1, attached hereto and incorporated herein by this reference, throughout the geographic areas of Customer as applicable, and may also be made available remotely to Authorized Users through secure access procedures established by Customer. For as long as SAGE provides a service of hosting the Product(sgeneral customer base (“Documentation”), and subject to payment by Customer of all Fees due under limitations and restrictions contained herein and in the Referencing Agreement (“Use”). All rights and this Exhibitlicenses granted hereunder to Use the Services shall terminate immediately, the Customer and Authorized Users shall have unlimited access to the Product(s), 24 hours/day, seven days/week subject to the terms of the Agreement and this Exhibit. Notwithstanding the foregoing, SAGE reserves the right to interrupt the Hosting Service without prior notice to resolve any technical issues that may arise at any time as determined in SAGE’s sole and absolute discretion. Notwithstanding anything herein to the contrarynotice, upon expiration or termination of this Exhibitthe Initial Subscription Term (as defined in the Referencing Agreement) or, if renewed, the applicable Renewal Term (as defined in Section 5 herein below). The Service Provider uses various pricing and scope-of-use models in selling licenses to the Services (e.g. per named user, per core). The “License Model” for accessing the Services licensed by Customer is set forth in the Referencing Agreement. The Services may contain or be accompanied by certain third-party components created and separately subscribed to Customer by third parties. CONSEQUENTLY, SERVICE PROVIDER’S PROVISION OF THIRD-PARTY COMPONENTS TO CUSTOMER IS ON AN "AS IS" BASIS WITHOUT WARRANTY FROM SERVICE PROVIDER OF ANY KIND. SERVICE PROVIDER DISCLAIMS ALL WARRANTIES AND INDEMNITIES WITH RESPECT TO THE THIRD- PARTY COMPONENTS, EXPRESS OR IMPLIED, AND ASSUMES NO LIABILITY WITH RESPECT TO THE THIRD-PARTY COMPONENTS. 1.2 Unless otherwise specifically provided in the Referencing Agreement, “Authorized Users” are defined as: (i) employees of Customer; and (ii) third- party individuals that are accessing the Software, solely: (a) on behalf of Customer, and (b) are authorized by Customer and who do not compete with Service Provider (“Third-Party Users”). Customer is fully liable for the acts and omissions of Third-Party Users under the Agreement. Customer shall not permit any parent, subsidiaries, affiliated entities, or third parties to access the Services unless they meet the definition of Third-Party Users. For clarity, Third- Party Users are licensed to access the Services solely as agents of Customer solely for Customer’s right to access and own internal use the Product(s) on the SAGE platform as set forth herein shall immediately cease. SAGE may cancel this Agreement if Customer violates any of the terms and conditions set forth hereinSoftware. Third-Party Users have no right or license to make use of the Software for the Third-Party User’s benefit or internal purposes.