Common use of Compliance Measures Clause in Contracts

Compliance Measures. 1. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. On a quarterly basis, and otherwise on Licensor's written request, Licensee shall conduct a review of its and its Authorized Users use the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance: 1. Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. If Licensee's use of the Software exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(c). 3. If the audit/any of the measures taken or implemented under this Section 6]determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement then: 1. Licensee shall, within 30 days following the date of such determination by Licensee and Licensor's written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 11, obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). Licensor's remedies set forth in this Section 6(c) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. (a) The Software AmeriLyzer may contain technological copy protection or other security features designed to prevent unauthorized use of the SoftwareAmeriLyzer, including features to protect against any use of the Software AmeriLyzer that is prohibited under Section 4. Licensee Authorized User shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. On a quarterly basis, and otherwise on Licensor's (b) Upon AmeriLife’s written request, Licensee Authorized User shall conduct a review of its and its Authorized Users their use of the Software AmeriLyzer and certify to Licensor AmeriLife in a written instrument signed by the Authorized User, or an officer of Licensee Authorized User, if the Authorized User is a corporation or other legal entity, that it is in full compliance with this Agreement or, if Licensee Authorized User discovers any noncompliance: 1. Licensee (i) Authorized User shall immediately remedy such noncompliance and provide Licensor AmeriLife with written notice thereof. Licensee Authorized User shall provide Licensor AmeriLife with all access and assistance as Licensor AmeriLife requests to further evaluate and remedy such noncompliance. 2. (ii) If Licensee's Authorized User’s use of the Software AmeriLyzer exceeds the number of copies or Authorized Users permitted under single individual authorized by this Agreement to access the licenseAmeriLyzer, Licensor AmeriLife shall have the remedies set forth in Section 6(c6(d). 3. If (c) During the audit/any of the measures taken or implemented under this Section 6]determines that the Licensee's Term, AmeriLife may, in AmeriLife’s sole discretion, audit Authorized User’s use of the Software AmeriLyzer to ensure Authorized User’s compliance with this Agreement. AmeriLife also may, in its sole discretion, audit Authorized User’s systems within twelve (12) months after the end of the Term to ensure Authorized User has ceased use of the AmeriLyzer and removed all copies of the AmeriLyzer from such systems as required hereunder, if any. The Authorized User shall fully cooperate with AmeriLife’s personnel conducting such audits and provide all access requested by AmeriLife to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. (d) If AmeriLife determines that the Authorized User’s use of the AmeriLyzer exceeds or exceeded the use permitted by this Agreement then: 1. Licensee (i) Authorized User shall, within 30 fifteen (15) days following the date of such determination by Licensee and Licensor's Authorized User or AmeriLife’s written notification thereof, pay to Licensor AmeriLife the retroactive License Access Fees for such excess use and, unless Licensor AmeriLife terminates this Agreement pursuant to Section 116.1(d)(iii), obtain and pay for a valid license access arrangement to bring Licensee's Authorized User’s use into compliance with this Agreement. In determining the Licensee Access Fee payable pursuant to the foregoing, (x) unless Licensee Authorized User can demonstrate otherwise by documentary evidenceevidence satisfactory to AmeriLife, all excess use of the Software AmeriLyzer shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor AmeriLife hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses access arrangements shall be determined without regard to any discount to which Licensee Authorized User may have been entitled had such use and access been properly licensed provided prior to its commencement (or deemed commencement). Licensor's remedies set forth . (ii) If the use and access exceeds or exceeded the use permitted by this Agreement, Authorized User shall also pay to AmeriLife, within ten days following the date of AmeriLife’s written request therefor, AmeriLife’s reasonable time and materials costs at AmeriLife’s then-current rates incurred in conducting the audit. (iii) If the use exceeds or exceeded the use permitted by this Section 6(c) are cumulative and are in addition toAgreement, and not in lieu of, all other remedies AmeriLife shall also have the Licensor may have at law or in equity, whether under right to terminate this Agreement or otherwiseand the access arrangement granted hereunder, effective immediately upon written notice to Authorized User.

Compliance Measures. 1. (a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 43. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. (b) On a quarterly basis, and otherwise on Licensor's written request, Licensee shall conduct a review of its and its Authorized Users use of the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance: 1. (i) Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. (ii) If Licensee's use of the Software exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(c5(c). 3(c) During the Term, Licensor may, in Licensor's sole discretion, audit Licensee's use of the Software to ensure Licensee's compliance with this Agreement, provided that (i) any such audit shall be conducted on not less than 10 days' prior notice to Licensee. The Licensee shall fully cooperate with Licensor's personnel conducting such audits and provide all reasonable access requested by the Licensor to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Licensor shall only examine information directly related to the Licensee's use of the Software. If the audit/any of the measures taken or implemented under this Section 6]determines audit determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement then: 1. (i) Licensee shall, within 30 60 days following the date of such determination by Licensee and Licensor's written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 115.1(c)(iii), obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). (ii) If the use exceeds or exceeded the use permitted by this Agreement by more than 25%, Licensee shall also pay to Licensor, within 60 days following the date of Licensor's written request therefor, Licensor's reasonable costs incurred in conducting the audit. (iii) If the use exceeds or exceeded the use permitted by this Agreement by more than 50%, Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee. Licensor's remedies set forth in this Section 6(c5(c) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. (a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. (b) On no more than a quarterly semi-annual basis, unless indication of non-compliance is present in which case at any time, and otherwise on upon Licensor's ’s written request, Licensee shall conduct a review of its and its Authorized Users use the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance: 1. (i) Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. (ii) If Licensee's ’s use of the Software exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(c6(d).] (c) During the Term, Licensor may, in Licensor’s sole discretion, audit Licensee’s use of the Software to ensure Licensee’s compliance with this Agreement[, provided that (i) any such audit shall be conducted on not less than ten (10) days’ prior notice to Licensee, and (ii) no more than three (3) audits may be conducted in any calendar year, except for good cause shown. Licensor also may, in its sole discretion, audit Licensee’s systems within two (2) months after the end of the Term to ensure Licensee has ceased use of the Software and removed the all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Licensor’s personnel conducting such audits and provide all reasonable access requested by the Licensor to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Licensor shall only examine information directly related to the Licensee’s use of the Software. Licensor may conduct audits only during Licensee’s normal business hours (unless otherwise requested by Licensee and agreed to by Licensor, and in a manner that does not unreasonably interfere with the Licensee’s business operations. (d) If the audit/any of the measures taken or implemented under this Section 6]determines 6 determines that the Licensee's ’s use of the Software exceeds or exceeded the use permitted by this Agreement then: 1. (i) Licensee shall, within 30 ten (10) business days following the date of such determination by Licensee and Licensor's ’s written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, including any fees or penalties assessed against Licensor by the rights holder from which Licensor derived its rights licensed under this Agreement, unless Licensor terminates this Agreement pursuant to Section 116.1(d)(iii), obtain and pay for a valid license to bring Licensee's ’s use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior properly (iii) If the use exceeds or exceeded the use permitted by this Agreement, Licensor shall also have the right to its commencement (or deemed commencement)terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee. Licensor's ’s remedies set forth in this Section 6(c6(d) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. ‌ (a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 43. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. On a quarterly basis(b) During the Term, and otherwise on Licensor may, in Licensor's written request’s sole discretion, Licensee shall conduct a review of its and its Authorized Users use the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance: 1. Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. If audit Licensee's ’s use of the Software exceeds to ensure Licensee’s compliance with this Agreement. Licensor also may, in its sole discretion, audit Licensee’s systems at any time after the number end of the Term to ensure Licensee has ceased use of the Software and removed all copies or Authorized Users permitted under of the licenseSoftware from such systems as required hereunder. The Licensee shall fully cooperate with Licensor’s personnel conducting such audits and provide all access requested by the Licensor to records, Licensor shall have the remedies set forth in Section 6(c)systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. 3. (c) If the audit/any of the measures taken or implemented under this Section 6]determines 5 determines that the Licensee's ’s use of the Software exceeds or exceeded the use permitted by this Agreement then:Agreement, then:‌ 1. (i) Licensee shall, within 30 10 days following the date of such determination by Licensee and Licensor's ’s written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 115.1(c)(iii), obtain and pay for a valid license to bring Licensee's ’s use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). . (ii) If the use exceeds or exceeded the use permitted by this Agreement, Licensee shall also pay to Licensor's , within 10 days following the date of Licensor’s written request therefor, Licensor’s costs incurred in conducting the audit. (iii) If the use exceeds or exceeded the use permitted by this Agreement, Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee.‌ Licensor’s remedies set forth in this Section 6(c5(c) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. (a) The Software may contain contain/contains technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4undersection 3. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. On a quarterly basis(b) Licensor may monitor Licensee’s usage of the Software, and otherwise on Licensor's written request, report to Licensee shall conduct a review of its and its Authorized Users use any noncompliance with the Software and certify to MSA or this Agreement. If Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliancenoncompliance Licensor shall notify Licensee and: 1. (i) Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. (ii) If Licensee's ’s use of the Software exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(c5(c). 3. (c) If the audit/any of the measures taken or implemented under this Section 6]determines 5 determines that the Licensee's ’s use of the Software exceeds or exceeded the use permitted by this Agreement then: 1. (i) Licensee shall, within 30 days following the date of such determination by Licensee and Licensor's ’s written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 115.1(c)(iii), obtain and pay for a valid license to bring Licensee's ’s use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). (iii) If the use exceeds or exceeded the use permitted by this Agreement by more than [5%], Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee. Licensor's ’s remedies set forth in this Section 6(c5(c) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. (a) On a quarterly basis, and otherwise on Licensor's written request, Licensee shall conduct a review of its and its Authorized Users use of the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance: 1. (i) Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. (ii) If Licensee's use of the Software exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(c5(c). 3(b) During the Term, Licensor may, in Licensor's sole discretion, audit Licensee's use of the Software to ensure Licensee's compliance with this Agreement. The Licensee shall fully cooperate with Licensor's personnel conducting such audits and provide all reasonable access requested by the Licensor to records, systems, equipment, information and personnel, including machine IDs, serial numbers and related information. Licensor shall only examine information directly related to the Licensee's use of the Software. Licensor may conduct audits only during Licensee's normal business hours and in a manner that does not unreasonably interfere with the Licensee's business operations. (c) If the audit/any of the measures taken or implemented under this Section 6]determines 5 determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement then: 1. (i) Licensee shall, within 30 days following the date of such determination by Licensee and or Licensor's written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 115(c)(iii), obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). (ii) If the use exceeds or exceeded the use permitted by this Agreement by more than 10%, Licensee shall also pay to Licensor, within 30 days following the date of Licensor's written request therefor, Licensor's reasonable costs incurred in conducting the audit. (iii) If the use exceeds or exceeded the use permitted by this Agreement by more than 10%, Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee. Licensor's remedies set forth in this Section 6(c5(c) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. (a) The Software may contain contain/contains technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4undersection 3. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. On a quarterly basis(b) Licensor may monitor Licensee’s usage of the Software, and otherwise on Licensor's written request, report to Licensee shall conduct a review of its and its Authorized Users use any noncompliance with the Software and certify to MSA or this Agreement. If Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliancenoncompliance Licensor shall notify Licensee and : 1. (i) Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. (ii) If Licensee's ’s use of the Software exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(c5(c). 3. (c) If the audit/any of the measures taken or implemented under this Section 6]determines 5 determines that the Licensee's ’s use of the Software exceeds or exceeded the use permitted by this Agreement then: 1. (i) Licensee shall, within 30 days following the date of such determination by Licensee and Licensor's ’s written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 115.1(c)(iii), obtain and pay for a valid license to bring Licensee's ’s use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). (iii) If the use exceeds or exceeded the use permitted by this Agreement by more than [PERCENTAGE]%], Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee. Licensor's ’s remedies set forth in this Section 6(c5(c) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. ‌ 5.1 The Software may contain contains technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 43. Licensee shall not, and shall not attempt to, remove, disable, bypass, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. 5.2 On a quarterly random basis, and otherwise on Licensor's written request, Licensee shall conduct a review of its and the use of the Software by its Authorized Users use the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliancenon-compliance: 1. (a) Licensee shall immediately remedy such noncompliance non-compliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliancenon-compliance. 2. (b) If Licensee's use of the Software exceeds the number of copies or Authorized Users permitted under the licenselicence, Licensor shall have the remedies set forth in Section 6(c)5.4. 35.3 During the Term, Licensor may, in Licensor's sole discretion, audit Licensee's use of the Software to ensure Licensee's compliance with this Agreement, provided that (i) any such audit shall be conducted on not less than seven (7) days prior notice to Licensee, and (ii) no more than one (1) may be conducted in any twelve (12) month period except where good cause is shown. Licensor also may, in its sole discretion, audit Licensee's systems within twelve (12) months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Licensor's personnel conducting such audits and provide all reasonable access requested by the Licensor to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Licensor shall only examine information directly related to the Licensee's use of the Software. Licensor may conduct audits only during Licensee's normal business hours and in a manner that does not unreasonably interfere with the Licensee's business operations. 5.4 If the audit/any of the measures taken or implemented under this Section 6]determines 5 determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement then:Agreement, then:‌ 1. (a) Licensee shall, within 30 seven (7) days following the date of such determination by Licensee and Licensor's written notification thereof, pay to Licensor the retroactive License Licence Fees for such excess use and, unless Licensor terminates this Agreement pursuant to under Section 115.4(c), obtain and pay for a valid license licence to bring Licensee's use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to in accordance with the foregoing, (xi) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, hereunder and continued uninterrupted thereafter, and (yii) the rates for such licenses licences shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). . (b) If the use exceeds or exceeded the use permitted by this Agreement by more than twenty percent (20%) Licensee shall also pay to Licensor, within thirty (30) days following the date of Licensor's written request therefor, Licensor's costs incurred in conducting the audit. (c) If the use exceeds or exceeded the use permitted by this Agreement by more than twenty percent (20%) Licensor shall also have the right to terminate this Agreement and the licence granted hereunder, effective immediately upon written notice to Licensee.‌ Version 1 | 2022 – Prepared by ALS Group Legal xxxxxxxxx.xxx Licensor's remedies set forth in this Section 6(c) 5.4 are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. a. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4, or installation of Software on computing devices that violates the terms of the License Agreement (Section 6(b)(ii)). Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. b. On a quarterly semi-annual basis, and otherwise on Licensor's written request, Licensee shall conduct a review of its and its Authorized Users use the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance: 1. i. Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2ii. If Licensee's use of the Software exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(c)1 iii. If Licensee is the U.S. government or a U.S. federal agency, then Licensee is exempt from these paragraph 6(b) terms and conditions. c. During the Term, Licensor may, in Licensor's sole discretion, audit Licensee's use of the Software to ensure Licensee's compliance with this Agreement, provided that (i) any such audit shall be conducted on not less than ten (10) calendar days' prior notice to Licensee, and (ii) no more than three (3) audits may be conducted in any twelve (12) month period except for good cause shown. Licensor also may, in its sole discretion, audit Licensee's systems within three (3) months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Licensor's personnel conducting such audits and provide all reasonable access requested by the Licensor to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Licensor shall only examine information directly related to the Licensee's use of the Software. Licensor may conduct audits only during Licensee's normal business hours and in a manner that does not unreasonably interfere with the Licensee's business operations. If Licensee is the U.S. government or a U.S. federal agency, then Licensee is exempt from these paragraph 6(c) terms and conditions. d. If the audit/any of the measures taken or implemented under this Section 6]determines 6 determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement then: 1. i. Licensee shall, within 30 ten (10) calendar days following the date of such determination by Licensee and Licensor's written notification thereof, pay to Licensor the retroactive License Fees for such excess use use, and, unless Licensor terminates this Agreement pursuant to Section 116.1(d)(iii), obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (xi) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (yii) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). ii. If the use exceeds or exceeded the use permitted by this Agreement by more than five percent (5%), Licensee shall also pay to Licensor, within ten (10) calendar days following the date of Licensor's written request therefor, Licensor's reasonable costs incurred in conducting the audit. iii. If the use exceeds or exceeded the use permitted by this Agreement by more than fifteen percent (15%), Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee. iv. Licensor's remedies set forth in this Section 6(c6(d) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. (a) The Software AmeriLyzer may contain technological copy protection or other security features designed to prevent unauthorized use of the SoftwareAmeriLyzer, including features to protect against any use of the Software AmeriLyzer that is prohibited under Section 4. Licensee Authorized User shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. On a quarterly basis, and otherwise on Licensor's (b) Upon AmeriLife’s written request, Licensee Authorized User shall conduct a review of its and its Authorized Users their use of the Software AmeriLyzer and certify to Licensor AmeriLife in a written instrument signed by the Authorized User, or an officer of Licensee Authorized User, if the Authorized User is a corporation or other legal entity, that it is in full compliance with this Agreement or, if Licensee Authorized User discovers any noncompliance: 1. Licensee (i) Authorized User shall immediately remedy such noncompliance and provide Licensor AmeriLife with written notice thereof. Licensee Authorized User shall provide Licensor AmeriLife with all access and assistance as Licensor AmeriLife requests to further evaluate and remedy such noncompliance. 2. (ii) If Licensee's Authorized User’s use of the Software AmeriLyzer exceeds the number of copies or Authorized Users permitted under single individual authorized by this Agreement to access the licenseAmeriLyzer, Licensor AmeriLife shall have the remedies set forth in Section 6(c6(d). 3. If (c) During the audit/any of the measures taken or implemented under this Section 6]determines that the Licensee's Term, AmeriLife may, in AmeriLife’s sole discretion, audit Authorized User’s use of the Software AmeriLyzer to ensure Authorized User’s compliance with this Agreement. AmeriLife also may, in its sole discretion, audit Authorized User’s systems within twelve (12) months after the end of the Term to ensure Authorized User has ceased use of the AmeriLyzer and removed all copies of the AmeriLyzer from such systems as required hereunder, if any. The Authorized User shall fully cooperate with AmeriLife’s personnel conducting such audits and provide all access requested by AmeriLife to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. (d) If AmeriLife determines that the Authorized User’s use of the AmeriLyzer exceeds or exceeded the use permitted by this Agreement then: 1. Licensee (i) Authorized User shall, within 30 fifteen (15) days following the date of such determination by Licensee and Licensor's Authorized User or AmeriLife’s written notification thereof, pay to Licensor AmeriLife the retroactive License Access Fees for such excess use and, unless Licensor AmeriLife terminates this Agreement pursuant to Section 116.1(d)(iii), obtain and pay for a valid license access arrangement to bring Licensee's Authorized User’s use into compliance with this Agreement. In determining the Licensee Access Fee payable pursuant to the foregoing, (x) unless Licensee Authorized User can demonstrate otherwise by documentary evidenceevidence satisfactory to AmeriLife, all excess use of the Software AmeriLyzer shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor AmeriLife hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses access arrangements shall be determined without regard to any discount to which Licensee Authorized User may have been entitled had such use and access been properly licensed provided prior to its commencement (or deemed commencement). (ii) If the use and access exceeds or exceeded the use permitted by this Agreement, Authorized User shall also pay to AmeriLife, within ten days following the date of AmeriLife’s written request therefor, AmeriLife’s reasonable time and materials costs at AmeriLife’s then-current rates incurred in conducting the audit. (iii) If the use exceeds or exceeded the use permitted by this Agreement, AmeriLife shall also have the right to terminate this Agreement and the access arrangement granted hereunder, effective immediately upon written notice to Authorized User. Licensor's AmeriLife’s remedies set forth in this Section 6(c6(d) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor AmeriLife may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. a. On a quarterly semi-annual basis, and otherwise on Licensor's ’s written request, Licensee shall conduct a review of its and its Authorized Users Users’ use of the Software UB Product(s) and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance: 1. (i) Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. (ii) If Licensee's ’s use of the Software UB Product(s) exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(c2.5(c). 3b. During the Term, Licensor may, in Licensor’s sole discretion, audit Licensee’s use of the UB Product(s) to ensure Licensee’s compliance with this Agreement. The Licensee shall fully cooperate with Licensor’s personnel conducting such audits and provide all access requested by the Licensor to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Licensor shall only examine information directly related to the Licensee’s use of the UB Product(s). Licensor may conduct audits only during Licensee’s normal business hours and in a manner that does not unreasonably interfere with the Licensee’s business operations. If any audit reveals that Licensee has underpaid any License Fees or other amounts payable to UB, Licensee shall be invoiced for such underpaid fees based on UB’s then current License Fees or other prices in effect at the time the audit is conducted. If the underpaid License Fees are in excess of five percent (5%), then Licensee shall pay UB’s reasonable costs of conducting the audit/any of . Audits shall be made no more than twice per calendar year. c. If the measures taken or implemented under this Section 6]determines audit determines that the Licensee's ’s use of the Software UB Product(s) exceeds or exceeded the use permitted by this Agreement then: 1. (i) Licensee shall, within 30 seven (7) days following the date of such determination by Licensee and Licensor's ’s written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 114.2, obtain and pay for a valid license to bring Licensee's ’s use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software UB Product(s) shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). . (ii) Licensee shall also pay to Licensor's , within seven (7) days following the date of Licensor’s written request therefor, Licensor’s costs incurred in conducting the audit. (iii) Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee. d. Licensor’s remedies set forth in this Section 6(c) herein are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 26.1. On a quarterly basis, and otherwise on Licensor's written request, Licensee shall conduct a review of its use of the Software and its Authorized Users use download link to the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliancenon-compliance: 1. (a) Licensee shall immediately remedy such noncompliance non-compliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliancenon-compliance. 2. (b) If Licensee's use of the Software exceeds the number of copies or Authorized Users permitted under the licenselicence, or the Licensee distributes, transfers, or otherwise makes available the download link to the Software to any Third Party, Licensor shall have the remedies set forth in Section 6(c)6.3. 36.2. During the Term, Licensor may, in Licensor's sole discretion, audit Licensee's use of the Software and download link to the Software to ensure Licensee's compliance with this Agreement. The Licensee shall fully cooperate with Licensor's personnel conducting such audits and provide all access requested by the Licensor to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Licensor shall only examine information directly related to the Licensee's use of the Software and download link to the Software. 6.3. If the audit/any of the measures taken or implemented under this Section 6]determines audit determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement Agreement, or the Licensee distributed, transferred, or otherwise‌ made available the download link to the Software, to any Third Party, then: 1. (a) Licensee shallshall pay to Licensor, within 30 thirty (30) days following the date of such determination by Licensee and Licensor's written notification thereofrequest therefor, pay Licensor's reasonable costs incurred in conducting the audit. (b) Licensor shall also have the right to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates terminate this Agreement pursuant to Section 11, obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor licence granted hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard effective immediately upon written notice to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement)Licensee. Licensor's remedies set forth in this Section 6(c) 6.3 are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. (a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 2. On a quarterly basis, and otherwise on (b) Upon Licensor's ’s written request, Licensee shall conduct a review of its and its Authorized Users use the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance: 1. (i) Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. (ii) If Licensee's ’s use of the Software exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(c6(d). 3(c) During the Term, Licensor may, in Licensor’s sole discretion, audit Licensee’s use of the Software to ensure Licensee’s compliance with this Agreement, provided that (i) any such audit shall be conducted on not less than 5 days’ prior notice to Licensee, and (ii) no more than 1 audit may be conducted in any twelve month period except for good cause shown. Licensor also may, in its sole discretion, audit Licensee’s systems within 24 months after the end of the Term to ensure Licensee has ceased use of the Software and removed the all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Licensor’s personnel conducting such audits and provide all reasonable access requested by the Licensor to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Licensor shall only examine information directly related to the Licensee’s use of the Software. Licensor may conduct audits only during Licensee’s normal business hours and in a manner that does not unreasonably interfere with the Licensee’s business operations. (d) If the audit/any of the measures taken or implemented under this Section 6]determines 6 determines that the Licensee's ’s use of the Software exceeds or exceeded the use permitted by this Agreement then: 1. (i) Licensee shall, within 30 days following the date of such determination by Licensee and Licensor's written notification thereofLicensee, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 116.1(d)(iii), obtain and pay for a valid license to bring Licensee's ’s use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). (ii) If the use exceeds or exceeded the use permitted by this Agreement by more than 10%, Licensee shall also pay to Licensor, within 30 days following the date of Licensor’s written request therefor, Licensor’s costs incurred in conducting the audit. (iii) If the use exceeds or exceeded the use permitted by this Agreement by more than 20%, Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee. Licensor's ’s remedies set forth in this Section 6(c6(d) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. (a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 43. Licensee shall not, and shall not attempt to, remove, disable, circumvent, circumvent or otherwise create or implement any workaround to, any such copy protection or security features. 2. (b) On a quarterly basis, and otherwise on Licensor's reasonable written request, Licensee shall conduct a review of its and its Authorized Users use the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance: 1. (i) Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. (ii) If Licensee's use of the Software exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(c5(d). (c) During the Term, Licensor may, in Licensor's sole discretion, audit Licensee's use of the Software to ensure Licensee's compliance with this Agreement, provided that (i) any such audit shall be conducted on not less than three (3) days' prior notice to Licensee, and (ii) no more than one (1) audit may be conducted in any six (6) month period except for good cause shown. Licensor also may, in its sole discretion, audit Licensee's systems within six (6) months after the end of the Term to ensure Licensee has ceased use of the Software and removed the all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Licensor's personnel conducting such audits and provide all reasonable access requested by the Licensor to records, systems, equipment, information and personnel, including machine IDs, serial numbers and related information. Licensor shall only examine information directly related to the Licensee's use of the Software. Licensor may conduct audits only during Licensee's normal business hours and in a manner that does not unreasonably interfere with the Licensee's business operations. (d) If the audit/any of the measures taken or implemented under this Section 6]determines 5 determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement then: 1. then Licensee shall, within 30 three (3) days following the date of such determination by Licensee and or Licensor's written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 11, and obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). Licensor's remedies set forth in this Section 6(c5(d) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. o The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 45. Licensee shall not, and shall not attempt to, remove, disable, circumvent, circumvent or otherwise create or implement any workaround to, any such copy protection or security features. 2. On a quarterly basiso During the Term, and otherwise on Licensor's written requestHammerspace may, Licensee shall conduct a review of its and its Authorized Users use the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement orHammerspace’s sole discretion, if Licensee discovers any noncompliance: 1. Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. If audit Licensee's ’s use of the Software exceeds to ensure Licensee’s compliance with this Agreement, provided that (i) any such audit shall be conducted on no less than 30 days’ prior notice to Licensee, and (ii) no more than one audit may be conducted in any 12-month period except for good cause shown. Hammerspace also may, in its sole discretion, audit Licensee’s systems within six months after the number end of the Term to ensure Licensee has ceased use of the Software and removed all copies or Authorized Users permitted under of the licenseSoftware from such systems as required hereunder. The Licensee shall fully cooperate with Hammerspace’s personnel conducting such audits and provide all reasonable access requested by Hammerspace to records, Licensor systems, equipment, information and personnel, including machine IDs, serial numbers and related information. Hammerspace shall have only examine information directly related to the remedies set forth Licensee’s use of the Software. Hammerspace may conduct audits only in Section 6(c). 3a manner that does not unreasonably interfere with the Licensee’s business operations. o If the audit/audit or any of the measures taken or implemented under this Section 6]determines 8 determines that the Licensee's ’s use of the Software exceeds or exceeded the use permitted by this Agreement Agreement, then: 1. : o Licensee shall, within 30 90 days following the date of such determination by Licensee and Licensor's or Hammerspace’s written notification thereof, pay to Licensor Hammerspace the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 11, and obtain and pay for a valid license to bring Licensee's ’s use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor Hammerspace hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). Licensor's o Hammerspace’s remedies set forth in this Section 6(c4(c) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor Hammerspace may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. (a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 45. Licensee shall not, and shall not attempt to, remove, disable, circumvent, circumvent or otherwise create or implement any workaround to, any such copy protection or security features. 2. On a quarterly basis(b) During the Term, and otherwise on Licensor's written requestHammerspace may, Licensee shall conduct a review of its and its Authorized Users use the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement orHammerspace’s sole discretion, if Licensee discovers any noncompliance: 1. Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2. If audit Licensee's ’s use of the Software exceeds to ensure Licensee’s compliance with this Agreement, provided that (i) any such audit shall be conducted on no less than 30 days’ prior notice to Licensee, and (ii) no more than one audit may be conducted in any 12-month period except for good cause shown. Hammerspace also may, in its sole discretion, audit Licensee’s systems within six months after the number end of the Term to ensure Licensee has ceased use of the Software and removed all copies or Authorized Users permitted under of the licenseSoftware from such systems as required hereunder. The Licensee shall fully cooperate with Hammerspace’s personnel conducting such audits and provide all reasonable access requested by Hammerspace to records, Licensor systems, equipment, information and personnel, including machine IDs, serial numbers and related information. Hammerspace shall have only examine information directly related to the remedies set forth Licensee’s use of the Software. Hammerspace may conduct audits only in Section 6(c)a manner that does not unreasonably interfere with the Licensee’s business operations. 3. (c) If the audit/audit or any of the measures taken or implemented under this Section 6]determines 8 determines that the Licensee's ’s use of the Software exceeds or exceeded the use permitted by this Agreement Agreement, then: 1. (d) Licensee shall, within 30 90 days following the date of such determination by Licensee and Licensor's or Hammerspace’s written notification thereof, pay to Licensor Hammerspace the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 11, and obtain and pay for a valid license to bring Licensee's ’s use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor Hammerspace hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement). Licensor's . (e) Hammerspace’s remedies set forth in this Section 6(c4(c) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor Hammerspace may have at law or in equity, whether under this Agreement or otherwise.

Compliance Measures. 1. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, circumvent or otherwise create or implement any workaround to, any such copy protection or security features. 2. On a quarterly an annual basis, and otherwise on Licensor's written request, Licensee shall conduct a review of its and the use of the Software by its Authorized Users use the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance: 1. non-compliance: Licensee shall immediately remedy such noncompliance non-compliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance. 2non-compliance. If Licensee's use of the Software exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(c). 36.4. During the Term, Licensor may, in Licensor's sole discretion, audit Licensee's use of the Software to ensure Licensee's compliance with this Agreement. Licensor also may, in its sole discretion, audit Licensee's systems within three months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Licensor's personnel conducting such audits and provide all access requested by the Licensor to records, systems, equipment, information and personnel, including machine IDs, serial numbers and related information. Licensor shall only examine information directly related to the Licensee's use of the Software. If the audit/any of the measures taken or implemented under this Section 6]determines 6 determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement Agreement, then: 1. : Licensee shall, within 30 twenty days following the date of such determination by Licensee and or Licensor's written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to under Section 116.4(b), obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to in accordance with the foregoing, (xi) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, hereunder and continued uninterrupted thereafter, and (yii) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to before its commencement (or deemed commencement). If the use exceeds or exceeded the use permitted by this Agreement by more than 10%, Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee. Licensor's remedies set forth in this Section 6(c) 6.4 are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.