Common use of Access to the Software Clause in Contracts

Access to the Software. 3.1 In consideration of the Subscription Fees iplicit grants to the Customer from and including the Go Live Sign Off Date a non-exclusive, non-transferable, revocable right to permit the number of Authorised Users set out in 0 and any additional User Subscriptions purchased pursuant to clause 4 to use the Services during the Subscription Term only for the Customer’s internal business operations subject to the restrictions set out in this clause 2 and the other terms and conditions of this agreement. 3.2 In relation to the Authorised Users, the Customer undertakes to iplicit that: the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time; it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; it shall permit iplicit to audit the Customer’s use of the Services in order to establish number of Authorised Users; if any of the audits referred to in clause 3.2(c) reveal that the Customer has underpaid Subscription Fees to iplicit, then without prejudice to iplicit’s other rights, the Customer shall pay to iplicit an amount equal to such underpayment as calculated in accordance with the prices set out in 0 as revised from time to time in accordance with clause 10.5, plus interest thereon calculated in accordance with clause 10.2(c), payable pursuant to the direct debit mandate to be provided by the Customer within 14 days of the date of iplicit’s invoice; and it shall not cancel the direct debit for the Subscription Fees without first giving at least 7 days’ notice to iplicit of its intention so to do. 3.3 The Customer shall use its best endeavours not to access, store, distribute or transmit any Viruses, nor access, store, distribute or transmit any material during the course of its use of the Services that is unlawful or which facilitates or promotes unlawful conduct or activity including material that is harmful, threatening, defamatory, obscene, sexually explicit, harassing, intimidating, or which causes or may cause damage or injury to any person or property and iplicit reserves the right, without liability or prejudice to its other rights and obligations, to disable the Customer’s access to any material that breaches the provisions of this clause. 3.4 The Customer shall not: 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; or access all or any part of the Services in order to build or assist in any way with the building of a product or service which competes with and/or is similar to the Services; or use the Services to provide services to third parties; or subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or any part of them available to any third party except the Authorised Users, or attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2. 3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify iplicit of such access and the circumstances relating to such access.

Access to the Software. 3.1 In consideration of the Subscription Fees iplicit grants to the Customer from and including the Go Live Sign Off Date a non-exclusive, non-transferable, revocable right to permit the number of Authorised Users set out in 0 the associated iplicit Software Proposal and any additional User Subscriptions purchased pursuant to clause 4 to use the Services during the Subscription Term only for the Customer’s internal business operations subject to the restrictions set out in this clause 2 and the other terms and conditions of this agreement. 3.2 In relation to the Authorised Users, the Customer undertakes to iplicit that: the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time; it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; it shall permit iplicit to audit the Customer’s use of the Services in order to establish number of Authorised Users; if any of the audits referred to in clause 3.2(c) reveal that the Customer has underpaid Subscription Fees to iplicit, then without prejudice to iplicit’s other rights, the Customer shall pay to iplicit an amount equal to such underpayment as calculated in accordance with the prices set out in 0 the associated iplicit Software Proposal as revised from time to time in accordance with clause 10.5, plus interest thereon calculated in accordance with clause 10.2(c), payable pursuant to the direct debit mandate to be provided by the Customer within 14 days of the date of iplicit’s invoice; and it shall not cancel the direct debit for the Subscription Fees without first giving at least 7 days’ notice to iplicit of its intention so to do. 3.3 The Customer shall use its best endeavours not to access, store, distribute or transmit any Viruses, nor access, store, distribute or transmit any material during the course of its use of the Services that is unlawful or which facilitates or promotes unlawful conduct or activity including material that is harmful, threatening, defamatory, obscene, sexually explicit, harassing, intimidating, or which causes or may cause damage or injury to any person or property and iplicit reserves the right, without liability or prejudice to its other rights and obligations, to disable the Customer’s access to any material that breaches the provisions of this clause. 3.4 The Customer shall not: 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; or access all or any part of the Services in order to build or assist in any way with the building of a product or service which competes with and/or is similar to the Services; or use the Services to provide services to third parties; or subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or any part of them available to any third party except the Authorised Users, or attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2. 3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify iplicit of such access and the circumstances relating to such access.

Access to the Software. 3.1 In consideration of the Subscription Fees iplicit Iplicit grants to the Customer from and including the Go Live Sign Off Date a non-exclusive, non-transferable, revocable right to permit the number of Authorised Users set out in 0 Schedule 1 and any additional User Subscriptions purchased pursuant to clause 4 to use the Services during the Subscription Term only for the Customer’s internal business operations subject to the restrictions set out in this clause 2 and the other terms and conditions of this agreement. 3.2 In relation to the Authorised Users, the Customer undertakes to iplicit Iplicit that: : (a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time; ; (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; ; (c) it shall permit iplicit Iplicit to audit the Customer’s use of the Services in order to establish number of Authorised Users; ; (d) if any of the audits referred to in clause 3.2(c) reveal that the Customer has underpaid Subscription Fees to iplicitIplicit, then without prejudice to iplicitIplicit’s other rights, the Customer shall pay to iplicit Iplicit an amount equal to such underpayment as calculated in accordance with the prices set out in 0 Schedule 1 as revised from time to time in accordance with clause 10.5, plus interest thereon calculated in accordance with clause 10.2(c), payable pursuant to the direct debit mandate to be provided by the Customer within 14 days of the date of iplicitIplicit’s invoice; and and (e) it shall not cancel the direct debit for the Subscription Fees without first giving at least 7 days’ notice to iplicit Iplicit of its intention so to do. 3.3 The Customer shall use its best endeavours not to access, store, distribute or transmit any Viruses, nor access, store, distribute or transmit any material during the course of its use of the Services that is unlawful or which facilitates or promotes unlawful conduct or activity including material that is harmful, threatening, defamatory, obscene, sexually explicit, harassing, intimidating, or which causes or may cause damage or injury to any person or property and iplicit Iplicit reserves the right, without liability or prejudice to its other rights and obligations, to disable the Customer’s access to any material that breaches the provisions of this clause. 3.4 The Customer shall 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; or or (b) access all or any part of the Services in order to build or assist in any way with the building of a product or service which competes with and/or is similar to the Services; or or (c) use the Services to provide services to third parties; or or (d) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or any part of them available to any third party except the Authorised Users, or or (e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2. 3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify iplicit Iplicit of such access and the circumstances relating to such access.

Access to the Software. 3.1 In consideration of the Subscription Fees Fees, iplicit grants to the Customer from and including access to the Sandbox and the Go Live Sign Off Date Date, a non-exclusive, non-non- transferable, revocable right to permit the number of Authorised Users set out in 0 the associated Order Form and any additional User Subscriptions purchased pursuant to clause 4 to use the Services during the Subscription Term only for the Customer’s internal business operations subject to the restrictions set out in this clause 2 3 and the other terms and conditions of this agreement. 3.2 In relation to the Authorised Users, the Customer undertakes to iplicit that: the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time; it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; it shall permit iplicit to audit the Customer’s use of the Services in order to establish number of Authorised Users; if any of the audits referred to in clause 3.2(c) reveal that the Customer has underpaid Subscription Fees to iplicit, then without prejudice to iplicit’s other rights, the Customer shall pay to iplicit an amount equal to such underpayment as calculated in accordance with the prices set out in 0 the associated Order Form as revised from time to time in accordance with clause 10.5, plus interest thereon calculated in accordance with clause 10.2(c10.2(d), payable pursuant to the direct debit mandate to be provided by the Customer within 14 days of the date of iplicit’s invoice; and it shall not cancel the direct debit for the Subscription Fees without first giving at least 7 daysBusiness Days’ notice to iplicit of its intention so to do. 3.3 The Customer shall use its best endeavours not to access, store, distribute or transmit any Viruses, nor access, store, distribute or transmit any material during the course of its use of the Services that is unlawful or which facilitates or promotes unlawful conduct or activity including material that is harmful, threatening, defamatory, obscene, sexually explicit, harassing, intimidating, or which causes or may cause damage or injury to any person or property and iplicit reserves the right, without liability or prejudice to its other rights and obligations, to disable the Customer’s access to any material that breaches the provisions of this clauseclause until such time that the breach is remedied by Customer. 3.4 The Customer shall not: 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; or access all or any part of the Services in order to build or assist in any way with the building of a product or service which competes with and/or is similar to the Services; or use the Services to provide services to third parties; or subject to clause 21.122.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or any part of them available to any third party except the Authorised Users, or attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 23. 3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify iplicit of such access and the circumstances relating to such access. 3.6 The Sandbox will remain accessible until this agreement is terminated in accordance with clause 15.