Common use of Hosted Services Clause in Contracts

Hosted Services. 2.1 An order for Hosted Services must be placed using a Sales Order. The Provider shall prepare the Sales Order to reflect description of the type, particulars of the Product(s) being purchased, the applicable fees, the Charging Method and any other terms or conditions incidental to that Sales Order. 2.2 A Sales Order shall only be effective and binding when signed by both the parties. 2.3 Subject to Clause 2.4 and Clause 6.3, the Term shall renew, under the present Terms and Conditions or amendments thereof applicable at the time of renewal, for a further duration (of the Term) unless otherwise agreed between the parties in writing. 2.4 The Client shall notify the Provider in writing at least fifteen (15) days prior to expiration of the Term that it intends to renew/extend the same. Where the Client has breached any of the terms of the Agreement during the Term, a renewal is subject to Provider’s express written consent and confirmation. 2.5 For any proposed change in the Sales Order by the Client, the Provider may require a completed CCN, in the form specified in Schedule 5 (Form of CCN), to be provided for the proposed change to take effect. 2.6 Subject to Clause 2.1, the Provider shall grant to the Client a worldwide, non-exclusive license to use the Hosted Services by means of a Supported Web Browser for identity and document verification of the Client’s customers in accordance with the Documentation during the Term. 2.7 Except to the extent expressly permitted in the Agreement or as required by law, the license granted by the Provider to the Client under Clause 2.6 is subject to the following prohibitions: (a) the Client must not sub-license its right to access or use the Hosted Services; (b) the Client must not permit any unauthorized person to access or use the Hosted Services; (c) the Client must not republish or redistribute any content or material from the Hosted Services; and (d) the Client must not make any alteration to the Platform, except as permitted by the Documentation. 2.8 The Client shall use reasonable endeavors, including reasonable security measures relating to Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using the Client’s account. 2.9 The parties acknowledge and agree that Schedule 2 shall govern the availability of the Hosted Services. 2.10 The Client acknowledges that the Provider shall not be responsible for any data communicated to or transmitted to the Hosted Services. The Client shall use the Hosted Services exclusively for authorized and legal purposes consistent with all applicable laws, regulations and any acceptable use policy the Provider may make part of these Terms and Conditions from time to time. 2.11 The Client must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services. 2.12 The Client must not use the Hosted Services: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. 2.13 For the avoidance of doubt, the Client has no right to access the software code (including object code, intermediate code and/or source code) of the Platform, either during or after the Term. 2.14 All Intellectual Property Rights in any Customizations designed, developed or implemented in accordance with the Agreement between parties shall be the exclusive property of the Provider (unless the parties agree otherwise in writing)

Hosted Services. 2.1 An order for Hosted Services must be placed using a Sales Order. The Provider shall prepare the Sales Order to reflect description of the type, particulars of the Product(s) being purchased, the applicable fees, the Charging Method and any other terms or conditions incidental to that Sales Order. 2.2 A Sales Order shall only be effective and binding when signed by both the parties. 2.3 Subject to Clause 2.4 and Clause 6.3, A Sales Order will expire upon the expiration of the Term shall renewmentioned therein, under unless otherwise stated in the present Terms Sales Order, and Conditions or amendments thereof applicable at the time terms of renewal, that Sales Order will automatically renew for a further duration (of the Term) unless otherwise or as agreed between the parties in writing. 2.4 The Client shall Either party may notify the Provider other party in writing at least fifteen thirty (1530) days prior to expiration of the Term that it intends does not intend to renew/extend the same. Where the Client has breached any of the terms of the Agreement during the Term, a renewal is subject to Provider’s express written consent and confirmation. 2.5 For any proposed change in the Sales Order by the Client, the Provider may require a completed CCN, in the form specified in Schedule 5 (Form of CCN), to be provided for the proposed change to take effect. 2.6 Subject to Clause 2.1, the Provider shall grant to the Client a worldwide, non-exclusive license to use the Hosted Services by means of a Supported Web Browser for identity and document verification of the Client’s customers (the end users) in accordance with the Documentation during the Term. 2.7 Except to the extent expressly permitted in the Agreement or as required by law, the license granted by the Provider to the Client under Clause 2.6 is subject to the following prohibitions: (a) the Client must not sub-license its right to access or use the Hosted Services; (b) the Client must not permit any unauthorized person to access or use the Hosted Services; (c) the Client must not republish or redistribute any content or material from the Hosted Services; and (d) the Client must not make any alteration to the Platform, except as permitted by the Documentation. 2.8 The Client shall use reasonable endeavors, including reasonable security measures relating to Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using the Client’s account. 2.9 The parties acknowledge and agree that Schedule 2 shall govern the availability of the Hosted Services. 2.10 The Client acknowledges that the Provider shall not be responsible for any data communicated to or transmitted to the Hosted Services. The Client shall use the Hosted Services exclusively for authorized and legal purposes consistent with all applicable laws, regulations and any acceptable use policy the Provider may make part of these Terms and Conditions from time to time. 2.11 The Client must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services. 2.12 The Client must not use the Hosted Services: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. 2.13 For the avoidance of doubt, the Client has no right to access the software code (including object code, intermediate code and/or and source code) of the Platform, either during or after the Term. 2.14 All Intellectual Property Rights in any Customizations designed, developed or implemented in accordance with the Agreement between parties shall be the exclusive property of the Provider (unless the parties agree otherwise in writing)

Hosted Services. 2.1 An order 8.1. SPINWELL-GLU shall register an Account for the Customer and shall provide to the Customer logindetails for that Account upon the completion of the Set Up Services. The Customer isresponsible for adhering to the obligations outlined in Schedule 1: Hosted Services must be placed using a Sales Order. The Provider shall prepare the Sales Order to reflect description of the type, particulars of the Product(s) being purchased, the applicable fees, the Charging Method and any other terms or conditions incidental to that Sales OrderParticulars. 2.2 A Sales Order shall only be effective and binding when signed by both the parties. 2.3 Subject to Clause 2.4 and Clause 6.3, the Term shall renew, under the present Terms and Conditions or amendments thereof applicable at the time of renewal, for a further duration (of the Term) unless otherwise agreed between the parties in writing. 2.4 The Client shall notify the Provider in writing at least fifteen (15) days prior to expiration of the Term that it intends to renew/extend the same8.2. Where the Client has breached any of the terms of the Agreement during the Term, a renewal is subject to Provider’s express written consent and confirmation. 2.5 For any proposed change in the Sales Order by the Client, the Provider may require a completed CCN, in the form specified in Schedule 5 (Form of CCN), to be provided for the proposed change to take effect. 2.6 Subject to Clause 2.1, the Provider shall grant SPINWELL-GLU hereby grants to the Client Customer a worldwide, non-exclusive Territory bound license to use the Hosted Services as defined in Schedule 1: Hosted Services Particulars by means of a Supported Web SupportedWeb Browser for identity and document verification (in the case of the ClientSPINWELL-GLU.Ware Console) or within the Customer’s customers own environment (in the case of the SPINWELL-GLU.Ware Engine) for the agreed business purposes of the Customer in accordance with the Documentation during the Term. 2.7 8.3. The license granted by SPINWELL-GLU to the Customer under Clause 8.2 is subject to thefollowing limitations: 8.3.1. the Hosted Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer; and 8.3.2. the Hosted Services may only be used by the named users identified in Schedule 1 (Hosted Services particulars), providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out in the Documentation, 8.4. Except to the extent expressly permitted in the this Agreement or as required by lawlaw on a non-excludable basis, the license granted by the Provider SPINWELL-GLU to the Client Customer under Clause 2.6 is subject 8.2 issubject to the following prohibitions: (a) 8.4.1. the Client Customer must not sub-license its right to access or and use the Hosted Services; (b) 8.4.2. the Client Customer must not permit any unauthorized unauthorised person to access or use the Hosted Services; (c) 8.4.3. the Client Customer must not republish or redistribute any content or material from the Hosted Services; and (d) 8.4.4. the Client Customer must not make any alteration to the Platform, except as permitted by the DocumentationDocumentation or expressly agreed to in writing. 2.8 8.5. The Client Customer shall use reasonable endeavorsendeavours, including reasonable security measures relating to the administration of Account access details, to ensure that no unauthorized unauthorised person may gain access to the Hosted Services using the Client’s accountan administrator Account. 2.9 8.6. The parties Parties acknowledge and agree that Schedule 2 3 Availability SLA shall govern the availability of the Hosted Services. 2.10 The Client acknowledges that the Provider shall not be responsible for any data communicated to or transmitted to the Hosted Services8.7. The Client shall use Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services exclusively for authorized and legal purposes consistent with all applicable laws, regulations and any acceptable use policy the Provider may make part authority of these Terms and Conditions from time to timethe Customer or by means of an administrator Account comply with Schedule 2 (Acceptable Use Policy). 2.11 8.8. The Client Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services. 2.12 . 8.9. The Client Customer must not use the Hosted Services: (a) 8.9.1. in any way that is unlawful, illegal, fraudulent or harmful; or (b) 8.9.2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. 2.13 For the avoidance of doubt, the Client has no right to access the software code (including object code, intermediate code and/or source code) of the Platform, either during or after the Term. 2.14 All Intellectual Property Rights in any Customizations designed, developed or implemented in accordance with the Agreement between parties shall be the exclusive property of the Provider (unless the parties agree otherwise in writing)

Hosted Services. 2.1 An order for Hosted Services must be placed using a Sales Order. The Provider shall prepare the Sales Order to reflect description of the type, particulars of the Product(s) being purchased, the applicable fees, the Charging Method and any other terms or conditions incidental to that Sales Order. 2.2 A Sales Order shall only be effective and binding when signed by both the parties. 2.3 Subject to Clause 2.4 and Clause 6.3, the Term shall automatically renew, under the present Terms and Conditions or amendments thereof applicable at the time of renewal, for a further duration (of the Term) unless otherwise agreed between the parties in writing. 2.4 The Client shall notify the Provider in writing at least fifteen thirty (1530) days prior to expiration of the Term that it intends to renew/extend the same. Where the Client has breached any of the terms of the Agreement during the Term, a renewal is subject to Provider’s express written consent and confirmation. 2.5 For any proposed change in the Sales Order by the Client, the Provider may require a completed CCN, in the form specified in Schedule 5 (Form of CCN), to be provided for the proposed change to take effect. 2.6 Subject to Clause 2.1, the Provider shall grant to the Client a worldwide, non-exclusive license to use the Hosted Services by means of a Supported Web Browser for identity and document verification of the Client’s customers in accordance with the Documentation during the Term. 2.7 Except to the extent expressly permitted in the Agreement or as required by law, the license granted by the Provider to the Client under Clause 2.6 is subject to the following prohibitions: (a) the Client must not sub-license its right to access or use the Hosted Services; (b) the Client must not permit any unauthorized person to access or use the Hosted Services; (c) the Client must not republish or redistribute any content or material from the Hosted Services; and (d) the Client must not make any alteration to the Platform, except as permitted by the Documentation. 2.8 The Client shall use reasonable endeavors, including reasonable security measures relating to Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using the Client’s account. 2.9 The parties acknowledge and agree that Schedule 2 shall govern the availability of the Hosted Services. 2.10 The Client acknowledges that the Provider shall not be responsible for any data communicated to or transmitted to the Hosted Services. The Client shall use the Hosted Services exclusively for authorized and legal purposes consistent with all applicable laws, regulations and any acceptable use policy the Provider may make part of these Terms and Conditions from time to time. 2.11 The Client must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services. 2.12 The Client must not use the Hosted Services: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. 2.13 For the avoidance of doubt, the Client has no right to access the software code (including object code, intermediate code and/or source code) of the Platform, either during or after the Term. 2.14 All Intellectual Property Rights in any Customizations designed, developed or implemented in accordance with the Agreement between parties shall be the exclusive property of the Provider (unless the parties agree otherwise in writing)

Hosted Services. 2.1 An order for Hosted Services must be placed using a Sales Order. The Provider shall prepare the Sales Order to reflect description of the type, particulars of the Product(s) being purchased, the applicable fees, the Charging Method and any other terms or conditions incidental to that Sales Order. 2.2 A Sales Order shall only be effective and binding when signed by both the parties. 2.3 Subject to Clause 2.4 and Clause 6.3, The terms of the Term Sales Order shall renew, under the present Terms and Conditions or amendments thereof applicable at the time of renewal, automatically renew for a further duration (of the Term) unless otherwise agreed between the parties amended in writingwriting by either party. 2.4 The Client shall Either party may notify the Provider other party in writing at least fifteen thirty (1530) days prior to expiration of the Term that it intends does not intend to renew/extend the same. Where the Client has breached any of the terms of the Agreement during the Term, a renewal is subject to Provider’s express written consent and confirmation. 2.5 For any proposed change in the Sales Order by the Client, the Provider may require a completed CCN, in the form specified in Schedule 5 (Form of CCN), to be provided for the proposed change to take effect. 2.6 Subject to Clause 2.1, the Provider shall grant to the Client a worldwide, non-exclusive license to use the Hosted Services by means of a Supported Web Browser for identity and document verification of the Client’s customers (the end users) in accordance with the Documentation during the Term. 2.7 Except to the extent expressly permitted in the Agreement or as required by law, the license granted by the Provider to the Client under Clause 2.6 is subject to the following prohibitions: (a) the Client must not sub-license its right to access or use the Hosted Services; (b) the Client must not permit any unauthorized person to access or use the Hosted Services; (c) the Client must not republish or redistribute any content or material from the Hosted Services; and (d) the Client must not make any alteration to the Platform, except as permitted by the Documentation. 2.8 The Client shall use reasonable endeavors, including reasonable security measures relating to Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using the Client’s account. 2.9 The parties acknowledge and agree that Schedule 2 shall govern the availability of the Hosted Services. 2.10 The Client acknowledges that the Provider shall not be responsible for any data communicated to or transmitted to the Hosted Services. The Client shall use the Hosted Services exclusively for authorized and legal purposes consistent with all applicable laws, regulations and any acceptable use policy the Provider may make part of these Terms and Conditions from time to time. 2.11 The Client must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services. 2.12 The Client must not use the Hosted Services: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. 2.13 For the avoidance of doubt, the Client has no right to access the software code (including object code, intermediate code and/or source code) of the Platform, either during or after the Term. 2.14 All Intellectual Property Rights in any Customizations designed, developed or implemented in accordance with the Agreement between parties shall be the exclusive property of the Provider (unless the parties agree otherwise in writing)

Hosted Services. 2.1 2.1. An order for Hosted Services must be placed using a Sales Order. The Provider shall prepare the Sales Order to reflect description of the type, particulars of the Product(s) being purchased, the applicable fees, the Charging Method and any other terms or conditions incidental to that Sales Order. 2.2 2.2. A Sales Order shall only be effective effective and binding when signed by both the parties. 2.3 2.3. Subject to Clause 2.4 2.4, Clause 6.3 and Clause 6.313, the Term shall renew, under the present Terms and Conditions of Service or amendments thereof applicable at the time of renewal, for a further duration (of the Term) unless otherwise agreed between the parties in writing. 2.4 The Client shall notify the Provider in writing at least fifteen (15) days prior to expiration of the Term that it intends to renew/extend the same2.4. Where the Client has breached any of the terms of the Agreement during the Term, a renewal is subject to Provider’s express written consent and confirmation. 2.5 For any proposed change 2.5. Subject to the Terms of Service set forth in the Sales Order by the Clientthis Agreement, the Provider may require a completed CCN, in the form specified in Schedule 5 (Form of CCN), to be provided for the proposed change to take effect. 2.6 Subject to Clause 2.1, the Provider shall grant grants to the Client a worldwidelimited, non exclusive, non-exclusive transferable, non-sub licensable, revocable, Term- limited license to use the Hosted Services solely for access by means of a Supported Web Browser for identity and document verification of used by the Client’s customers Client in accordance with the Documentation during the Term. 2.7 2.6. Except to the extent expressly permitted in the Agreement or as required by lawthis Agreement, the limited license granted by the Provider to the Client under Clause 2.6 herein is subject to the following prohibitions: (a) the Client must not sub-license its right to access or use the Hosted Services; (b) the Client must not permit any unauthorized person to access or use the Hosted Services; (c) the Client must not republish or redistribute any content or material from the Hosted Services; and (d) the Client must not make or attempt to make any alteration to the Platform, except as permitted by the Documentation. 2.8 2.7. The Client shall use reasonable endeavors, including reasonable security measures relating to Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using the Client’s accountServices. 2.9 2.8. The parties acknowledge and agree that Schedule 2 shall govern the availability of the Hosted Services. 2.10 2.9. The Client acknowledges that the Provider shall not be responsible for any data communicated to or transmitted to the Hosted Services. The Client shall use the Hosted Services exclusively for authorized and legal purposes consistent with all applicable laws, regulations and any acceptable use policy the Provider may make part of these Terms and Conditions of Service from time to time. 2.11 2.10. All Intellectual Property Rights in the Hosted Services and the Documentation belong to, and shall remain vested in, the Provider, and the Client shall have no rights in or to the Software, the Documentation, or the Services other than the right to use them in accordance with the terms of this agreement. This Agreement does not grant the Client any rights to, or in, whether registered or unregistered, any patents, copyright, database right, trade secrets, trade names, trademark, or any other rights or licenses in respect of the Services or the Documentation. The Client agrees that it will not (a) modify, copy, decompile, disassemble, or reverse engineer, or cause any other party to modify, copy, decompile, disassemble, or reverse engineer Provider’s software, technology, and/or other services; (b) sublicense any of Provider’s Intellectual Property Rights to third parties or sell, resell, rent, sublicense, or lease the Services to third parties; (c) otherwise violate the license grant or restrictions set forth herein; (d) use the Services to store or transmit malicious code; (e) interfere with or disrupt the integrity or performance of the Services, Provider’s operations, or third-party’s data contained therein, either directly or using third party technology; (f) alter, copy, move, or delete any tags or codes placed as part of the Services; (g) misappropriate any of Provider’s software, technology, or other services; (h) use, permit, enable, or assist any third party to use the Services to create competing products or services. 2.11. The Client must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services. 2.12 . The Client must not use the Hosted Services: (a) in a. In any way that is unlawful, illegal, fraudulent or harmful; or (b) in b. In connection with any unlawful, illegal, fraudulent or harmful purpose or activity. 2.13 2.12. For the avoidance of doubt, the Client has no right to access the any software code (including object code, ,intermediate code and/or source code) of the Platform), either during or after the Term. 2.14 2.13. All rights not expressly licensed to the Client herein are reserved by the Provider including, without limitation, all ownership and proprietary rights in Provider’s technology and the Services. The Client acknowledges and agrees that Client’s rights, in and to, Provider’s Intellectual Property Rights including its technology and Services are limited to the license rights set forth herein. The Client shall never claim ownership or proprietary rights in Provider’s technology or Services. All Intellectual Property Rights in any Customizations designed, developed developed, or implemented in accordance with the Agreement between parties shall always be the exclusive property of the Provider. The Client is not permitted to change or modify Provider’s Intellectual Property Rights. Without limiting the foregoing, in the event of any change, modification, extension, or correction thereof, the Client hereby irrevocably assigns to Provider by way of present and future assignment with full title guarantee, any and all rights it may be deemed to have in any such change, modification, extension, or correction, and agrees to execute all documents necessary to implement and effect such assignment. To the extent that the Client is unavailable or unwilling to execute such documents then the Client hereby appoints the Provider as its attorney in fact for the purpose of executing the forgoing assignment(s). 2.14. The Client shall not (i) misappropriate any of the Provider’s software, technology, or other services; (ii) use, permit, enable, or assist any third party to use the Services to create competing products or services; or (iii) use or modify any of Provider’s Intellectual Property Rights unless otherwise agreed to by the parties agree otherwise Provider in a signed writing).