Common use of Licence Clause in Contracts

Licence. 12.1 Unless the Particular Terms and Pricing provide otherwise, if the Particular Terms and Pricing provide that a GVI Communication Service includes access to or the use by the Customer of software, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration for the corresponding Service Fees, GVI grants the Customer, and the Customer accepts, a terminable, non- exclusive, non-transferable licence on the terms set out this clause 12 to use such Licensed IP on an ‘end- user basis’ for the intended purpose only. 12.2 The licence shall terminate on termination or cancellation (for any reason whatsoever) of the Agreement or the related GVI Communication Service. The license excludes, without limitation, any rights whatsoever to access any programme, object or source codes in relation to the Licensed IP. 12.3 The Customer shall not to allow any third party, other than its duly licensed users, to obtain access to or use the Licensed IP. 12.4 GVI currently is licensed to use or sub-license software, products and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary use the Third Party Products subject to the terms of the Third Party Product licence GVI has and the Customer shall at GVI’s request be required to execute the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or in connection with any breach by the Customer of the terms and conditions of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party Product. If the licence to use the Third Party Product is terminated and the Third party Product is material to or forms a substantial part of the relevant GVI Communication Services used by the Customer, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service shall be suspended; 12.5.2 notwithstanding any discussions, GVI shall have the right to terminate either the particular GVI Communication Service or the entire Agreement by way of 3 calendar days written notice to the Customer; and 12.5.3 the Customer shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licence, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination of the Agreement or GVI Communication Service. 12.6 The Customer agrees that GVI may, from time to time, as GVI may in its sole discretion deem appropriate, modify and/or replace the Licensed IP used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, the Customer shall not have any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement of any third parties Intellectual Property Rights. If any third party does allege that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI may, at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice to the Customer.

Licence. 12.1 Unless 3.1 Subject to the Particular Terms and Pricing provide otherwise, if terms of this Licence (including without limitation Clause 3.4) the Particular Terms and Pricing provide that a GVI Communication Service includes access Licensor grants to or the use by the Customer of software, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration User for the corresponding Service Fees, GVI grants the Customer, and the Customer accepts, Download Term a terminable, non- non-exclusive, non-transferable licence on to allow the User to download an unlimited number of Licensed Content in the Territory (the "Download Licence") to be used solely in accordance with the Use Licence. 3.2 Subject to the terms set out of this clause 12 Licence the Licensor grants to the User for the Use Term a non-exclusive, non- transferable licence to allow the User to use such the Licensed IP on an ‘end- user basis’ Content downloaded in accordance with the Download Licence in the Territory solely for the intended purpose onlyPermitted Purpose (the "Use Licence"). 12.2 3.3 The licence User shall terminate on termination not use or cancellation (for exploit the Licensed Content or any reason whatsoever) of the Agreement or the related GVI Communication Servicepart thereof save in accordance with this Licence. The license excludes, without limitation, any All rights whatsoever to access any programme, object or source codes in relation to the Licensed IPContent not expressly granted to the User under this Licence are reserved to the Licensor. 12.3 3.4 The Customer User shall not download an amount of Licensed Content pursuant to allow Clause 3.1 which, in the Licensor's sole opinion, constitutes an unreasonable amount. 3.5 The User shall not: 3.5.1 sell, resell, license, distribute, transmit or commercially exploit or make the Licensed Content or any part thereof available in any manner or on any media to any third party, other than its duly licensed users, to obtain access to ; 3.5.2 reproduce or amend the Licensed Content or any part thereof in any manner; 3.5.3 use the Licensed IP.Content or any part thereof for any purpose other than for the Permitted Purpose; 12.4 GVI currently is licensed to use or sub-license software, products and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary 3.5.4 use the Third Party Products subject Licensed Content or any part thereof outwith the Territory; or 3.5.5 use the Licensed Content or any part thereof outwith the Use Term unless the User has been granted explicit prior written consent to the terms of the Third Party Product licence GVI has and the Customer shall at GVI’s request be required to execute the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or in connection with any breach do so by the Customer of the terms and conditions of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party ProductLicensor. If the licence User applies to use the Third Party Product is terminated and Licensor for such consent, the Third party Product is material to parties shall discuss the terms on which the Licensor may make available all or forms a substantial any part of the relevant GVI Communication Services used by Licensed Content and/or allow such use, including the Customer, then: 12.5.1 scope of the parties shall meet to discuss an alternative arrangement being made in regard licence and the level of fee payable to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation Licensor. The Licensor shall not be obliged to agree (whether in whole or in part) to any such consent and the Customer’s use of the relevant GVI Communication Service Licensor's decision in this regard shall be suspended; 12.5.2 notwithstanding any discussions, GVI shall have the right to terminate either the particular GVI Communication Service or the entire Agreement by way of 3 calendar days written notice to the Customer; and 12.5.3 the Customer shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licence, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination of the Agreement or GVI Communication Servicefinal. 12.6 The Customer agrees that GVI may, from time to time, as GVI may in its sole discretion deem appropriate, modify and/or replace the Licensed IP used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, the Customer shall not have any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement of any third parties Intellectual Property Rights. If any third party does allege that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI may, at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice to the Customer.

Licence. 12.1 Unless SalesTorque and its licensors shall retain ownership of all intellectual property rights in the Particular Terms Products. No intellectual property rights in ST Portal or the Products are transferred to the Subscriber or its Authorised Users and Pricing provide otherwise, nothing in the Agreement is intended to assign or transfer any title or interest (including legal or equitable) in the Products and their intellectual property rights to the Subscriber or its Authorised Users. The Subscriber shall notify SalesTorque immediately if the Particular Terms and Pricing provide that a GVI Communication Service includes access to Subscriber become aware of any unauthorised use of the whole or the use by the Customer any part of software, computer programs, information system tool SalesTorque’s or other Intellectual Property (collectively “Licensed IP”), then in consideration for the corresponding Service Fees, GVI SalesTorque’s licensor’s intellectual property rights. SalesTorque hereby grants the CustomerSubscriber a non-perpetual, and the Customer accepts, a terminable, non- non-exclusive, non-transferable licence on the terms set out this clause 12 to use such Licensed IP on an ‘end- user basis’ for the intended purpose only. 12.2 The licence shall terminate on termination or cancellation (for any reason whatsoever) of the Agreement or the related GVI Communication Service. The license excludestransferable, without limitation, any rights whatsoever to access any programme, object or source codes in relation to the Licensed IP. 12.3 The Customer shall not to allow any third party, other than its duly licensed users, to obtain access to or use the Licensed IP. 12.4 GVI currently is licensed to use or sub-license software, products and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary use the Third Party Products subject to the terms of the Third Party Product licence GVI has and the Customer shall at GVI’s request be required to execute the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or in connection with any breach by the Customer of the terms and conditions of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party Product. If the revocable licence to use the Third Party Product is terminated and the Third party Product is material to or forms a substantial part of the relevant GVI Communication Services used by the Customer, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service shall be suspended; 12.5.2 notwithstanding any discussions, GVI shall have the right to terminate either the particular GVI Communication Service or the entire Agreement by way of 3 calendar days written notice to the Customer; and 12.5.3 the Customer shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licence, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination of the Agreement or GVI Communication Service. 12.6 The Customer agrees that GVI may, from time to time, as GVI may in its sole discretion deem appropriate, modify and/or replace the Licensed IP used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and Products in accordance with the provisions Agreement. The Products are for the Subscriber’s personal use and use in the ordinary course of its business. The Subscriber and its Authorised Users may: access the Products for internal use within the Subscriber’s organisation via a PC, laptop, smartphone, tablet or other mobile device; download one copy of the Agreement will Products for internal use only, that is for training Subscriber personnel. The Subscriber and its Authorised Users are not infringe permitted to: reproduce, store, retain, copy, provide or distribute any third party’s intellectual property rights, however, Products (in addition and without limitation part or whole) to any other limitations or exclusions of liability in this Agreement, for the Customer shall not have any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement benefit of any third party (including any affiliates of the Subscriber); use the Products for commercial exploitation or for use in a competing product or service or for any public display (commercial or non-commercial); modify, decompile or reverse-engineer any Product (in part or whole) or ST Portal; remove or alter any copyright or other proprietary notice on any Product; store any copies of any Product on public cloud services, blockchains, shared servers or other storage devices or methods accessible by third parties Intellectual Property Rightsincluding Subscriber’s affiliates. If SalesTorque warrants to the Subscriber that SalesTorque has the right to grant the foregoing licence and that the Products are SalesTorque’s sole original work, except for any third party works included in them by SalesTorque with permission from SalesTorque’s licensors. If the Subscriber requires any additional subscriptions or rights to use ST Portal and/or Products beyond those permitted in this clause 3, please contact SalesTorque to discuss obtaining a licence to grant additional rights of usage on terms to be agreed in writing. If, in SalesTorque’s reasonable opinion, the Subscriber or any Authorised User is using ST Portal and/or Products in a way which: significantly impairs other SalesTorque subscribers’ access to and/or use of ST Portal and/or Products; or breaches this clause 3, SalesTorque may suspend, restrict or, in the case of clause 3.7.2 terminate, the Subscription without any further obligation to the Subscriber. This clause 3.7 does allege not limit or waive any other rights that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written notice of any such allegationSalesTorque may have to claim for loss or liability. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI SalesTorque may, at its sole discretiondiscretion change, either: 12.8.1 immediately remove, suspend or discontinue any Product on ST Portal at any time. SalesTorque does not, however, make any commitment to update ST Portal or any Products. The Subscriber shall ensure that each Authorised User is aware of and complies with the associated GVI Communication Service and/or investigate Agreement. The Subscriber shall at all times ensure that its Authorised Users are current Subscriber personnel. Whenever an individual who is an Authorised User leaves the allegation; 12.8.2 at its expenseSubscriber’s employment or service, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to Subscriber shall promptly remove the alleged infringement; and/or 12.8.5 terminate individual’s access to ST Portal and/or Products, as applicable. SalesTorque disclaims any and all liability resulting from misuse of ST Portal or the Agreement by way of 3 calendar days written notice to Products. Accessing the Customer.Products The Authorised Users can access the Products using either option 1 or option 2 below. The option agreed between parties shall be set out in the Order Form:

Licence. 12.1 Unless 2.1 Subject to the Particular Terms terms of this Licence, and Pricing provide otherwise, if in consideration of the Particular Terms and Pricing provide that a GVI Communication Service includes access to or the use payment by the Customer Licensee of software, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration for the corresponding Service Fees, GVI sum £ per annum the Licensor grants the CustomerLicensee a limited, non-exclusive and the Customer accepts, a terminable, non- exclusive, non-transferable licence on the terms of this Licence for up to 2 Nominated Users to access the Services subject to the restrictions set out this in clause 12 3. 2.2 If the Licensee wishes to use have more than 2 Nominated Users: (A) the Licensee shall be entitled to designate further Nominated Users by notice in writing provided it pays the required fees set out in clause 2.2(C); (B) the appointment of additional Nominated Users above 20 shall only be permitted if the Licensor at is sole discretion authorises such Licensed IP on an ‘end- user basis’ Nominated Users and if the Licensee pays the required fees set out in clause 2.2(C); (C) Subject to clause 4.2 the fee rates payable in respect of additional Nominated Users are: (1) for the intended purpose onlyServices, £ per annum for the first additional user; (2) £ per annum for the second additional user (3) £ per annum for the third additional user (4) £ per annum for the fourth additional user (5) Subsequent additional users shall be subject to fees to be determined by the Licensor. provided that if a Nominated User is accepted during the Licence Period the fee payable will be reduced pro rata to reflect the period of time remaining in the Licence Period. 12.2 The licence 2.3 This Licence shall terminate on termination or cancellation (operate for any reason whatsoever) the benefit of the Agreement Licensee provided that: (A) it is the responsibility of the Licensee to ensure that any Nominated User of its Affiliated Companies or the related GVI Communication Service. The license excludes, without limitation, any rights whatsoever to their staff who are granted access any programme, object or source codes in relation to the Licensed IP.Services or to the Data or other information which has been downloaded from the Database under this Licence is aware of and complies with the obligations and any restrictions in respect of the access and use of Data as set out in this Licence; 12.3 The Customer shall not to allow (B) any third partyact or omission of any Nominated User, other than its duly licensed users, to obtain access to Affiliated Company or use the Licensed IP. 12.4 GVI currently is licensed to use or sub-license software, products and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Propertywhich would have been a breach of this Licence if any such Nominated User, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, Affiliated Company or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary use the Third Party Products subject to the terms of the Third Party Product licence GVI has and the Customer shall at GVI’s request be required to execute the relevant other third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third had been a party licensor harmless against any claims arising out of or in connection with any hereto shall be treated as a breach by the Customer of Licensee for which the terms and conditions of Third Party Product sub-licence. The provisions of this clause 12.4 Licensee shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party Product. If the licence to use the Third Party Product is terminated be liable, and the Third party Product is material to or forms a substantial part of the relevant GVI Communication Services used by the Customer, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service shall be suspended; 12.5.2 notwithstanding any discussions, GVI Licensor shall have the right to terminate either obtain injunctive relief in addition to any other legal or financial remedies to which the particular GVI Communication Service or the entire Agreement by way of 3 calendar days written notice to the CustomerLicensor may be entitled; and 12.5.3 the Customer shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licence, notwithstanding (without limitationC) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination pursuant to section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000, the Parties do not intend that any term of this Agreement may be enforced by any Affiliated Companies or GVI Communication Serviceother third parties, provided that the Licensee may assign the whole but not part only of the benefit of this Licence to an Affiliated Company in accordance with clause 25.1. 12.6 The Customer agrees that GVI may, from time 2.4 No provision of this Agreement shall be deemed to time, as GVI may in its sole discretion deem appropriate, modify and/or replace the Licensed IP used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and restrict or limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVILicensor’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed right to use, market, sell, distribute, display or otherwise provide access to the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software Data directly or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP indirectly anywhere in the contemplated manner and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, the Customer shall not have any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement of any third parties Intellectual Property Rights. If any third party does allege that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI may, at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice to the Customerworld.

Licence. 12.1 Unless 4.1 Subject to and in consideration of the Particular Terms and Pricing provide otherwise, if the Particular Terms and Pricing provide that a GVI Communication Service includes access to or the use Licence Fee payable by the Customer Licensee to the Licensor, the Licensor hereby grants to the Licensee from [the date of softwaresupply of the Software to the Licensee][ until [the end of the Term]] a worldwide, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration for the corresponding Service Fees, GVI grants the Customer, non-exclusive and the Customer accepts, a terminable, non- exclusive, non-transferable licence on to: (a) [install the terms set out this clause 12 to use such Licensed IP on an ‘end- user basis’ for the intended purpose only.Software]; 12.2 The licence shall terminate on termination or cancellation (for any reason whatsoeverb) of the Agreement or the related GVI Communication Service. The license excludes, without limitation, any rights whatsoever to access any programme, object or source codes in relation to the Licensed IP. 12.3 The Customer shall not to allow any third party, other than its duly licensed users, to obtain access to or [use the Licensed IP. 12.4 GVI currently is licensed to use or sub-license software, products and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary use the Third Party Products subject to the terms of the Third Party Product licence GVI has and the Customer shall at GVI’s request be required to execute the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or in connection with any breach by the Customer of the terms and conditions of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party Product. If the licence to use the Third Party Product is terminated and the Third party Product is material to or forms a substantial part of the relevant GVI Communication Services used by the Customer, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service shall be suspended; 12.5.2 notwithstanding any discussions, GVI shall have the right to terminate either the particular GVI Communication Service or the entire Agreement by way of 3 calendar days written notice to the Customer; and 12.5.3 the Customer shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licence, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination of the Agreement or GVI Communication Service. 12.6 The Customer agrees that GVI may, from time to time, as GVI may in its sole discretion deem appropriate, modify and/or replace the Licensed IP used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and Software [in accordance with the provisions Documentation]] by the users in the manner, on the equipment and at the locations specified in the Schedule 1 solely for the Licensee’s own normal internal business purposes and not for the benefit of third parties; (c) [[fix, patch, improve, integrate, update and upgrade the Software, and create new versions of the Software]], subject to the limitations and prohibitions set out and referred to in this Clause 4. 4.2 The Licensee may not sub-license and must not purport to sub-license any rights granted under Clause 4.1 4.3 The licence granted by the Licensor to the Licensee in Clause 4.1 is subject to the limitations regarding [the number of installations, the identity of users] set out in the Schedule 1. 4.4 The Software may only be used by the officers and employees of the Licensee, and the officers and employees of the Licensee's agents. 4.5 Save to the extent expressly permitted by this Agreement will or required by applicable law on a non-excludable basis, any licence granted under this Clause 4 shall be subject to the following prohibitions: (a) the Licensee must not infringe [sell, resell, rent, lease, loan, supply, publish, distribute or redistribute] the Software; (b) the Licensee must not alter, edit or adapt the Software; and (c) the Licensee must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate, disassemble or reverse engineer any third party’s intellectual property rights, however, part of the Software or attempt to do so. 4.6 The Licensee shall be responsible for the security of copies of the Software supplied to the Licensee under this Agreement (or created from such copies)] and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this Agreement. 4.7 If the Licensee sells any of the equipment referred to in addition Schedule 1 it shall ensure that all copies of the Software have been deleted. 4.8 The Licensee shall not modify or remove any copyright or proprietary notices on the Software or Documentation and without limitation shall reproduce such notices on any copies of the Software or Documentation or part thereof it may make in the format in which they appear on the original. 4.9 If the Licensor has reason to any other limitations or exclusions suspect that the use of liability the Software and/or the Documentation by the Licensee is in breach of this Agreement, the Customer shall not have licensee will permit, upon reasonable notice, the Licensor to enter during normal working hours any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement of any third parties Intellectual Property Rights. If any third party does allege that any Licensed IP infringes its rights, then premises owned or controlled by the Customer shall immediately provide GVI with written notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI may, at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure Licensee for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way purposes of 3 calendar days written notice to the Customeraudit.

Licence. 12.1 Unless the Particular Terms and Pricing provide otherwise3.1 In respect of each Product, if the Particular Terms and Pricing provide that a GVI Communication Service includes access to or the use by the Customer of software, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration for the corresponding Service Fees, GVI grants the Customer, and the Customer accepts, a terminable, non- exclusive, non-transferable licence on the terms set out this clause 12 to use such Licensed IP on an ‘end- user basis’ for the intended purpose only. 12.2 The licence shall terminate on termination or cancellation (for any reason whatsoever) of the Agreement or Subscriber’s payment of the related GVI Communication Service. The license excludes, without limitation, any rights whatsoever to access any programme, object or source codes in relation to the Licensed IP. 12.3 The Customer shall not to allow any third party, other than its duly licensed users, to obtain access to or use the Licensed IP. 12.4 GVI currently is licensed to use or sub-license software, products applicable Licence Fee and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection compliance with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary use the Third Party Products subject to the terms of the Third Party applicable Product Agreement, NEX Exchange agrees to supply the Product to the Subscriber and grants to the Subscriber, during the Term of the Product Agreement, a personal, non-exclusive, non- transferable, non-sub licensable (subject to Clauses 3.6 and 3.7), revocable and limited licence GVI has to access, receive, use, view and store the Product solely as permitted by this Clause 3 and the Customer NEX Exchange Policies. The Subscriber shall not use any Product (or any of the information contained therein) for any illegal purpose or to bring NEX Exchange, NEX Exchange’s Affiliates or any NEX Exchange Related Party or any of its or their businesses or markets into disrepute. Unless otherwise set out in the applicable Order Form, the Licence shall permit the Subscriber to receive and use the Product solely at GVI’s request the Location. 3.2 NEX Exchange hereby expressly reserves any and all rights, licences and permissions in and to the Products other than those limited rights explicitly licensed in accordance with Clause 3.1, and the Subscriber shall not use the Products or any part of them other than as expressly permitted under Clause 3.1. Subject to Clause 10.5, in respect of any Product Agreement, the scope of the Data licensed shall for the Term of such Product Agreement be required the scope of such Data as at the date of signature of the Product Agreement. NEX Exchange is under no obligation to execute increase the relevant scope of such Data pursuant to a Product Agreement. To the extent that such scope is increased then use of such Data will be governed by the applicable Product Agreement. 3.3 Without prejudice to Clause 3.2 the Subscriber agrees that, unless and to the extent explicitly permitted by the NEX Exchange Policies, it shall not: a. use any Product to provide the Data or any service to a third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or in connection with any breach by the Customer of the terms and conditions of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party Product. If the licence to use the Third Party Product is terminated and the Third party Product is material to or forms a substantial part of the relevant GVI Communication Services used by the Customer, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service shall be suspended; 12.5.2 notwithstanding any discussions, GVI shall have the right to terminate either the particular GVI Communication Service or the entire Agreement whether by way of 3 calendar days written notice trade or otherwise and the Subscriber shall not lease, license, transfer, retransmit, resell, disclose or otherwise make available any Data to the Customerany person (including an Affiliate) in any form whatsoever; and 12.5.3 (i) modify, vary or decompile the Customer shall have no claim against GVI of whatsoever nature arising out of Data, (ii) comingle or in connection co- display the Data with the termination of a Third Party Product licenceany other data, notwithstanding (without limitationiii) that such termination may prevent the Customer create any Derived Data from using or receiving a GVI Communication Service or that it results in a termination any of the Agreement or GVI Communication Service. 12.6 The Customer agrees that GVI mayData, from time to time, as GVI may in its sole discretion deem appropriate, modify and/or replace the Licensed IP used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, the Customer shall not have any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement of any third parties Intellectual Property Rights. If any third party does allege that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI may, at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice to the Customer.or

Licence. 12.1 Unless ‌ 2.1 In consideration of the Particular Terms and Pricing provide otherwise, if the Particular Terms and Pricing provide that a GVI Communication Service includes access to or the use obligations undertaken by the Customer of software, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration for the corresponding Service Fees, GVI grants the Customer, and the Customer accepts, a terminable, non- exclusive, non-transferable licence on the terms set out this clause 12 to use such Licensed IP on an ‘end- user basis’ for the intended purpose only. 12.2 The licence shall terminate on termination or cancellation (for any reason whatsoever) of the Agreement or the related GVI Communication Service. The license excludes, without limitation, any rights whatsoever to access any programme, object or source codes in relation to the Licensed IP. 12.3 The Customer shall not to allow any third party, other than its duly licensed users, to obtain access to or use the Licensed IP. 12.4 GVI currently is licensed to use or sub-license software, products and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary use the Third Party Products subject to the terms of the Third Party Product licence GVI has and the Customer shall at GVI’s request be required to execute the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or in connection with any breach by the Customer of the terms and conditions of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party Product. If the licence to use the Third Party Product is terminated and the Third party Product is material to or forms a substantial part of the relevant GVI Communication Services used by the Customer, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service shall be suspended; 12.5.2 notwithstanding any discussions, GVI shall have the right to terminate either the particular GVI Communication Service or the entire Agreement by way of 3 calendar days written notice to the Customer; and 12.5.3 the Customer shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licence, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination of the Agreement or GVI Communication Service. 12.6 The Customer agrees that GVI may, from time to time, as GVI may in its sole discretion deem appropriate, modify and/or replace the Licensed IP used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability Licensee in this Agreement, the Customer GMC grants to the Licensee a non-exclusive, non-transferable, revocable, licence subject to the Licensee User Restrictions: 2.1.1 to use (but not modify) the GMC Revalidation Materials and store the GMC Revalidation Materials on the Licensee System for the Revalidation Permitted Use only during the Term; and 2.1.2 to use (but not modify) the GMC API Materials and store the GMC API Materials on the Licensee System for the API Permitted Use only during the Term. 2.2 The Licensee shall be entitled to grant sublicences of: 2.2.1 its rights in clause 2.1.1 to a Sublicensee for the purposes only of hosting the operation of the Licensee System. 2.2.2 its rights in clause 2.1.2 to a Sublicensee for the API Sublicensee Permitted Use only. The Licensee shall promptly after entry into each Sublicence Agreement confirm to the GMC in writing that the Sublicence Agreement complies with the Sublicence Terms. 2.3 The Licensee shall observe the Licensee User Restrictions and shall not have any claim against GVI of whatsoever nature and howsoever arising in connection use, modify, distribute, supply or deal with any infringement of any third parties Intellectual Property Rights. If the GMC Materials (nor allow or authorise any third party does allege that to do so) except as expressly set out in this Agreement. 2.4 The Licensee shall indemnify the GMC against any Licensed IP infringes its rightscost, then claim or expense arising as a result of the Customer shall immediately provide GVI with written notice exercise of any such allegation. In of the event Licensee's rights under this Agreement (whether by the Licensee, any Sublicensee, or any other third party) and/or from any use of the Link Module by the Licensee or any allegation Sublicensee or claim by a other third party that the Licensed IP infringes the third party’s rights, then GVI may, at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice (except to the Customer.extent that that cost, claim or expense results from a breach by the GMC of its obligations under clause 8.1 below).‌

Licence. 12.1 Unless the Particular Terms and Pricing provide otherwise3.1 In respect of each Product, if the Particular Terms and Pricing provide that a GVI Communication Service includes access to or the use by the Customer of software, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration for of the corresponding Service FeesSubscriber’s payment of the applicable Licence Fee and compliance with the terms of the applicable Product Agreement, GVI AQSE agrees to supply the Product to the Subscriber and grants to the CustomerSubscriber, and during the Customer acceptsTerm of the Product Agreement, a terminablepersonal, non- non-exclusive, non-transferable transferable, non-sub licensable (subject to Clauses 3.6 and 3.7), revocable and limited licence on to access, receive, use, view and store the terms Product solely as permitted by this Clause 3 and the AQSE Policies. The Subscriber shall not use any Product (or any of the information contained therein) for any illegal purpose or to bring AQSE AQSE Affiliates or any AQSE Related Party or any of its or their businesses or markets into disrepute. Unless otherwise set out this clause 12 in the applicable Order Form, the Licence shall permit the Subscriber to receive and use such Licensed IP on an ‘end- user basis’ the Product solely at the Location. 3.2 AQSE hereby expressly reserves any and all rights, licences and permissions in and to the Products other than those limited rights explicitly licensed in accordance with Clause 3.1, and the Subscriber shall not use the Products or any part of them other than as expressly permitted under Clause 3.1. Subject to Clause 9.5, in respect of any Product Agreement, the scope of the Data licensed shall for the intended purpose onlyTerm of such Product Agreement be the scope of such Data as at the date of signature of the Product Agreement. AQSE is under no obligation to increase the scope of such Data pursuant to a Product Agreement. To the extent that such scope is increased then use of such Data will be governed by the applicable Product Agreement. 12.2 The licence shall terminate on termination or cancellation (for any reason whatsoever) of 3.3 Without prejudice to Clause 3.2 the Agreement or the related GVI Communication Service. The license excludesSubscriber agrees that, without limitation, any rights whatsoever to access any programme, object or source codes in relation unless and to the Licensed IP.extent explicitly permitted by the AQSE Policies, it shall not: 12.3 The Customer shall not a. use any Product to allow provide the Data or any third party, other than its duly licensed users, service to obtain access to or use the Licensed IP. 12.4 GVI currently is licensed to use or sub-license software, products and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, whether by way of interfacing the Third Party Products with, trade or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary use the Third Party Products subject to the terms of the Third Party Product licence GVI has otherwise and the Customer Subscriber shall at GVI’s request be required not lease, license, transfer, retransmit, resell, disclose or otherwise make available any Data to execute the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or person (including an Affiliate) in connection with any breach by the Customer of the terms and conditions of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party Product. If the licence to use the Third Party Product is terminated and the Third party Product is material to or forms a substantial part of the relevant GVI Communication Services used by the Customer, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service shall be suspended; 12.5.2 notwithstanding any discussions, GVI shall have the right to terminate either the particular GVI Communication Service or the entire Agreement by way of 3 calendar days written notice to the Customerform whatsoever; and 12.5.3 (i) modify, vary or decompile the Customer shall have no claim against GVI of whatsoever nature arising out of Data, (ii) comingle or in connection co-display the Data with the termination of a Third Party Product licenceany other data, notwithstanding (without limitationiii) that such termination may prevent the Customer create any Derived Data from using or receiving a GVI Communication Service or that it results in a termination any of the Agreement or GVI Communication Service. 12.6 The Customer agrees that GVI mayData, from time to time, as GVI may in its sole discretion deem appropriate, modify and/or replace the Licensed IP used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, the Customer shall not have any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement of any third parties Intellectual Property Rights. If any third party does allege that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI may, at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice to the Customer.or

Licence. 12.1 Unless Subject to Clauses 3.2, and in consideration of the Particular Terms and Pricing provide otherwise, if payment of the Particular Terms and Pricing provide that a GVI Communication Service includes access to or the use by the Customer of software, computer programs, information system tool or other Intellectual Property Licence Fees set out in Schedule 3 (collectively “Licensed IP”Licence Fees), then in consideration for the corresponding Service Fees, GVI Licensor hereby grants (or shall procure the Customer, and the Customer accepts, a terminable, non- exclusive, non-transferable licence on the terms set out this clause 12 to use such Licensed IP on an ‘end- user basis’ for the intended purpose only. 12.2 The licence shall terminate on termination or cancellation (for any reason whatsoevergranting) of the Agreement or the related GVI Communication Service. The license excludes, without limitation, any rights whatsoever to access any programme, object or source codes in relation to the Licensed IP. 12.3 The Customer shall not Licensee a licence to allow any third party, other than its duly licensed users, to obtain access to or use the Licensed IP. 12.4 GVI currently is licensed to use or sub-license software, products IPR. The Licensee acknowledges and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with agrees that the GVI Communications Services, including without limitation, by way of interfacing Licensor grants the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary use the Third Party Products rights under Clause 3.1 are strictly subject to the terms of the Third Party Product licence GVI has and the Customer shall at GVI’s request be required to execute the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or in connection with any breach by the Customer of the following terms and conditions conditions: the grant of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party Product. If the licence to use the Licensed IPR shall be on an [non] / [exclusive] and non-transferable basis; the Licensee shall use the Licensed IPR solely for the Authorised Purpose in the Territory and no other purpose, except with the prior written approval of the Licensor; the Licensee shall not use or otherwise exploit the Licensed IPR, or grant or permit any Third Party Product is terminated and the Third party Product is material right to or forms a substantial part do so, except with the prior written approval of the relevant GVI Communication Services used Licensor or as permitted by this Agreement; the Licensee shall comply with all guidelines, standards and directions relating to the Licensed IPR as notified in writing by the CustomerLicensor from time to time the Licensee shall comply with all applicable laws, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard regulations, industry standards and codes of practice relating to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service Licensed IPR; the Licensee shall be suspended; 12.5.2 notwithstanding not make or permit any discussions, GVI shall have Third Party to make any modification to any of the right to terminate either Licensed IPR without the particular GVI Communication Service or the entire Agreement by way prior express written approval of 3 calendar days written notice Licensor; if and to the Customer; and 12.5.3 extent required, the Customer Licensee shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licenceobtain at its own expense all governmental licenses, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination of the Agreement or GVI Communication Service. 12.6 The Customer agrees that GVI may, from time permits and consents necessary to time, as GVI may in its sole discretion deem appropriate, modify and/or replace use the Licensed IP IPRas contemplated under this Agreement; the Licensee shall comply with all Applicable Laws and practices in force or used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours Territory to try and limit safeguard the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it Licensor’s rights in the Licensed IPR; the Licensee shall not, and shall ensure directly or indirectly, do or omit to do anything that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence may adversely impact on or sublicense any or all diminish the rights of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with Licensor in the Licensed IP or GVI’s systems. 12.8 To IPR; the best of GVI’s knowledge, Licensee acknowledges and agrees that the use of the Licensed IP IPR is subject to all Applicable Laws in the contemplated manner Territory and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, the Customer shall not have any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement of any third parties Intellectual Property Rights. If any third party does allege that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI may, Licensee shall at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure all times be solely liable for the Customer the such due observance and performance; and [DN: Include such other Licence Conditions as may be applicable]. No further right or licence to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace Licensed IPR is granted by the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice Licensor to the CustomerLicensee by this Agreement and the Licensor reserves all rights not specifically granted to the Licensee, including all rights beyond the Term.

Licence. 12.1 Unless 5.1 In consideration of the Particular Terms and Pricing provide otherwiseFees, if the Particular Terms and Pricing provide that a GVI Communication Service includes access to or the use by the Customer of softwareAskia hereby grants you, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration for the corresponding Service Fees, GVI grants duration of the Customer, and the Customer acceptsTerm, a terminablenon-exclusive, non- exclusivetransferable, non-transferable licence on the terms set out this clause 12 sub-licensable, revocable (in accordance with Clause 13), worldwide right for you to allow Users to use such the Licensed IP on an ‘end- user basis’ Applications and Documentation solely for your normal business purposes in accordance with this Agreement. You shall ensure that Users comply with your obligations under this Agreement, and you are responsible for the intended purpose onlyuse and misuse of the Licensed Applications and Documentation by your Users. Any use by your Users not in accordance with this Agreement will be deemed a breach by you of this Agreement. 12.2 The licence shall terminate on termination or cancellation (for any reason whatsoever) 5.2 You may make as many backup copies of the Agreement Licensed Applications as may be necessary for their lawful use. You shall record the number and location of all copies of the Licensed Applications and take steps to prevent unauthorised copying. 5.3 You have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or the related GVI Communication Service. The license excludes, without limitation, any rights whatsoever to access any programme, object or source codes in relation make error corrections to the Licensed IPApplications in whole or in part except in the case of reverse analysis where permitted by Applicable Laws, you may incidentally decompile the Licensed Applications only if it is essential to do so in order to achieve interoperability of the Licensed Applications with another software program or hardware (“Permitted Purpose”). Such decompilation shall only be permitted provided the information you obtain in doing so is only used for the Permitted Purpose and is not disclosed to any third party without the Askia's prior written consent and is not used to create any software which is substantially similar to the Licensed Applications and/or Documentation. No use in any manner which would be restricted by copyright shall be permitted. 12.3 The Customer shall not to allow any third party, other than its duly licensed users, to obtain access to or use the Licensed IP. 12.4 GVI currently 5.4 If Third Party Software is licensed to you under this Agreement your use or subof the Third-license software, products and other Intellectual Property from a number of third parties, and Party Software may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary use the Third Party Products be subject to the terms Third-Party Additional Terms. 5.5 You shall indemnify and hold Askia and its Affiliates harmless against any loss or damage which it may suffer or incur as a result of your use of the Third Party Product licence GVI has and Software not in accordance with the Customer shall at GVI’s request be required to execute Third-Party Additional Terms. 5.6 You shall: (a) ensure that you comply with the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or Permitted Use Conditions in connection with any breach by the Customer respect of the terms Licensed Applications; (b) keep a complete and conditions accurate record of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever all copying, disclosure and termination of the license granted to GVI to use the Third Party Product. If the licence to use the Third Party Product is terminated and the Third party Product is material to or forms a substantial part of the relevant GVI Communication Services used by the Customer, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service shall be suspended; 12.5.2 notwithstanding any discussionsLicensed Applications and of your Users, GVI shall have the right and produce such record to terminate either the particular GVI Communication Service or the entire Agreement by way of 3 calendar days written notice to the Customer; and 12.5.3 the Customer shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licence, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination of the Agreement or GVI Communication Service. 12.6 The Customer agrees that GVI may, Askia on request from time to time; (c) keep secure and confidential all licence keys, as GVI may in its sole discretion deem appropriate, modify and/or replace usernames and passwords necessary for accessing the Licensed IP used Applications. Askia shall not be responsible for losses suffered by you resulting from unauthorised use of licence keys, usernames or passwords, where such unauthorised use was due to the fault of you or your Users; (d) notify Askia as soon as you become aware of any unauthorized use of the Licensed Applications; (e) within 10 days of request, pay for broadening the scope of the licences granted under this Agreement to cover any unauthorized use, an amount equal to the fees which Askia would have levied (in accordance with its then current price list) had it licensed any such use on the date it commenced. 5.7 You shall permit Askia to inspect and have access to any premises (and to the computer equipment located there) at or on which the Licensed Applications are being kept or used, and have access to any records kept in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, for the Customer shall not have any claim against GVI purposes of whatsoever nature and howsoever arising in connection ensuring you are complying with any infringement the terms of any third parties Intellectual Property Rights. If any third party does allege this Agreement, provided that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written Askia provides reasonable advance notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rightsinspections, then GVI may, which shall take place at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice to the Customerreasonable times.

Licence. 12.1 Unless In consideration of the Particular Terms and Pricing provide otherwiseFees, if the Particular Terms and Pricing provide that a GVI Communication Service includes access to or the use by the Customer of softwareAskia hereby grants you, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration for the corresponding Service Fees, GVI grants duration of the Customer, and the Customer acceptsTerm, a terminable, non- non-exclusive, non-transferable licence on the terms set out this clause 12 transferable, non-sub-licensable, revocable (in accordance with Clause 13), worldwide right for you to allow Users to use such the Licensed IP on an ‘end- user basis’ Applications and Documentation solely for your normal business purposes in accordance with this Agreement. You shall ensure that Users comply with your obligations under this Agreement, and you are responsible for the intended purpose only. 12.2 The licence shall terminate on termination or cancellation (for any reason whatsoever) use and misuse of the Licensed Applications and Documentation by your Users. Any use by your Users not in accordance with this Agreement will be deemed a breach by you of this Agreement. You may make as many backup copies of the Licensed Applications as may be necessary for their lawful use. You shall record the number and location of all copies of the Licensed Applications and take steps to prevent unauthorised copying. You have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or the related GVI Communication Service. The license excludes, without limitation, any rights whatsoever to access any programme, object or source codes in relation make error corrections to the Licensed IP. 12.3 The Customer Applications in whole or in part except in the case of reverse analysis where permitted by Applicable Laws, you may incidentally decompile the Licensed Applications only if it is essential to do so in order to achieve interoperability of the Licensed Applications with another software program or hardware (“Permitted Purpose”). Such decompilation shall only be permitted provided the information you obtain in doing so is only used for the Permitted Purpose and is not disclosed to allow any third party, other than its duly licensed users, party without the Askia's prior written consent and is not used to obtain access create any software which is substantially similar to or use the Licensed IP. 12.4 GVI currently Applications and/or Documentation. No use in any manner which would be restricted by copyright shall be permitted. If Third Party Software is licensed to you under this Agreement your use or subof the Third-license software, products and other Intellectual Property from a number of third parties, and Party Software may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary use the Third Party Products be subject to the terms Third-Party Additional Terms. You shall indemnify and hold Askia and its Affiliates harmless against any loss or damage which it may suffer or incur as a result of your use of the Third Party Product licence GVI has and Software not in accordance with the Customer shall at GVI’s request be required to execute Third-Party Additional Terms. You shall: ensure that you comply with the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or Permitted Use Conditions in connection with any breach by the Customer respect of the terms Licensed Applications; keep a complete and conditions accurate record of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever all copying, disclosure and termination of the license granted to GVI to use the Third Party Product. If the licence to use the Third Party Product is terminated and the Third party Product is material to or forms a substantial part of the relevant GVI Communication Services used by the Customer, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service shall be suspended; 12.5.2 notwithstanding any discussionsLicensed Applications and of your Users, GVI shall have the right and produce such record to terminate either the particular GVI Communication Service or the entire Agreement by way of 3 calendar days written notice to the Customer; and 12.5.3 the Customer shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licence, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination of the Agreement or GVI Communication Service. 12.6 The Customer agrees that GVI may, Askia on request from time to time; keep secure and confidential all licence keys, as GVI may in its sole discretion deem appropriate, modify and/or replace usernames and passwords necessary for accessing the Licensed IP used Applications. Askia shall not be responsible for losses suffered by you resulting from unauthorised use of licence keys, usernames or passwords, where such unauthorised use was due to the fault of you or your Users; notify Askia as soon as you become aware of any unauthorized use of the Licensed Applications; within 10 days of request, pay for broadening the scope of the licences granted under this Agreement to cover any unauthorized use, an amount equal to the fees which Askia would have levied (in accordance with its then current price list) had it licensed any such use on the date it commenced. You shall permit Askia to inspect and have access to any premises (and to the computer equipment located there) at or on which the Licensed Applications are being kept or used, and have access to any records kept in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, for the Customer shall not have any claim against GVI purposes of whatsoever nature and howsoever arising in connection ensuring you are complying with any infringement the terms of any third parties Intellectual Property Rights. If any third party does allege this Agreement, provided that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written Askia provides reasonable advance notice of any such allegationinspections, which shall take place at reasonable times. In Support and Maintenance Askia shall provide the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rightsSupport Services in accordance Schedule 2, then GVI may, at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically Support and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice to the CustomerMaintenance.

Licence. 12.1 Unless 3.1 In consideration of the Particular Terms and Pricing provide otherwiseFee paid, if ParentMail grants to the Particular Terms and Pricing provide that Organisation a GVI Communication Service includes access to or the use by the Customer of software, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration non-exclusive licence for the corresponding Service Feesperiod set out in the Order Confirmation to use the Software. 3.2 The licence shall automatically renew unless and until the Organisation or ParentMail gives the other not less than: (a) 30 days’ written notice to terminate annual or multi-year paid subscriptions; or (b) 90 days’ written notice to terminate direct debit paid subscriptions, GVI grants such notice expiring at the Customerend of the licence period stated in the Order Confirmation or an anniversary thereof. 3.3 In relation to scope of use: (a) the Organisation may not use the Software other than as specified in the Order Confirmation without the prior written consent of ParentMail, and the Customer accepts, a terminable, non- exclusive, non-transferable licence Organisation acknowledges that additional fees may be payable on the terms set out any change of use approved by ParentMail; (b) except as expressly stated in this clause 12 to use such Licensed IP on an ‘end- user basis’ for 3, the intended purpose only. 12.2 The licence shall terminate on termination or cancellation Organisation has no right (for any reason whatsoever) of the Agreement or the related GVI Communication Service. The license excludes, without limitation, any rights whatsoever to access any programme, object or source codes in relation to the Licensed IP. 12.3 The Customer and shall not to allow permit any third party) to copy, other than its duly licensed usersadapt, to obtain access to reverse engineer, decompile, disassemble, modify, adapt or use the Licensed IP. 12.4 GVI currently is licensed to use or sub-license software, products and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted make error corrections to the Customer Software in whole or in part; and (c) the Third-Party Applications shall be deemed to be incorporated within the Software for the purposes of this licence (except where expressly provided to the contrary) and use Licensed IP will include a subof the Third-licence to in so far as is necessary use the Third Party Products Applications shall be subject to the terms Third-Party Additional Terms. 3.4 The Organisation shall not: (a) sub-license, assign or novate the benefit or burden of the Third Party Product this licence GVI has and the Customer shall at GVI’s request be required to execute the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of in whole or in connection part; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any breach by the Customer or all of the terms its rights and conditions of Third Party Product sub-licence. The provisions of obligations under this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance agreement, 3.5 ParentMail may at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use license, assign, novate, charge or deal in any Third Party Products shall terminate on the earlier other manner with any or all of termination of the Agreement for any reason whatsoever its rights and termination of the license granted to GVI to use the Third Party Product. If the licence to use the Third Party Product is terminated and the Third party Product is material to or forms a substantial part of the relevant GVI Communication Services used by the Customerobligations under this licence, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service shall be suspended; 12.5.2 notwithstanding any discussions, GVI shall have the right to terminate either the particular GVI Communication Service or the entire Agreement by way of 3 calendar days provided it gives written notice to the Customer; andOrganisation and complies with its obligations in respect of Data Protection Legislation. 12.5.3 3.6 Each party confirms it is acting on its own behalf and not for the Customer benefit of any other person. 3.7 The Organisation shall have no claim against GVI notify ParentMail as soon as it becomes aware of whatsoever nature arising out of or in connection with the termination of a Third Party Product licence, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination any unauthorised use of the Agreement or GVI Communication ServiceSoftware by any person. 12.6 The Customer agrees that GVI may, from time to time, as GVI may in its sole discretion deem appropriate, modify and/or replace the Licensed IP used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, the Customer shall not have any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement of any third parties Intellectual Property Rights. If any third party does allege that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI may, at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice to the Customer.

Licence. 12.1 Unless 3.1 Subject to the Particular Terms and Pricing provide otherwise, if terms of this Licence the Particular Terms and Pricing provide that a GVI Communication Service includes access Licensor grants to or the use by the Customer of software, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration User for the corresponding Service Fees, GVI grants the Customer, and the Customer accepts, Term a terminable, non- non-exclusive, non-transferable licence on to allow the terms set out this clause 12 User to use such the Licensed IP on an ‘end- user basis’ Content in the Territory solely for the intended purpose onlyPermitted Purpose. 12.2 3.2 The licence User shall terminate on termination not use or cancellation (for exploit the Licensed Content or any reason whatsoever) of the Agreement or the related GVI Communication Servicepart thereof save in accordance with this Licence. The license excludes, without limitation, any All rights whatsoever to access any programme, object or source codes in relation to the Licensed IPContent not expressly granted to the User under this Licence are reserved to the Licensor. 12.3 3.3 The Customer User shall not not: 3.3.1 sell, resell, license, distribute, transmit or commercially exploit or make the Licensed Content or any part thereof available in any manner or on any media to allow any third party, other than its duly licensed users, to obtain access to ; 3.3.2 reproduce or amend the Licensed Content or any part thereof in any manner; 3.3.3 use the Licensed IP.Content or any part thereof for any purpose other than for the Permitted Purpose; 12.4 GVI currently is licensed to use or sub-license software, products and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary 3.3.4 use the Third Party Products subject Licensed Content or any part thereof outwith the Territory; or 3.3.5 use the Licensed Content or any part thereof outwith the Term unless the User has been granted explicit prior written consent to the terms of the Third Party Product licence GVI has and the Customer shall at GVI’s request be required to execute the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or in connection with any breach do so by the Customer of the terms and conditions of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party ProductLicensor. If the licence User applies to use the Third Party Product is terminated and Licensor for such consent, the Third party Product is material to parties shall discuss the terms on which the Licensor may make available all or forms a substantial any part of the relevant GVI Communication Services used by Licensed Content and/or allow such use, including the Customer, then: 12.5.1 scope of the parties shall meet to discuss an alternative arrangement being made in regard licence and the level of fee payable to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation Licensor. The Licensor shall not be obliged to agree (whether in whole or in part) to any such consent and the Customer’s use of the relevant GVI Communication Service Licensor's decision in this regard shall be suspended; 12.5.2 notwithstanding any discussions, GVI shall have the right to terminate either the particular GVI Communication Service or the entire Agreement by way of 3 calendar days written notice to the Customer; and 12.5.3 the Customer shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licence, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination of the Agreement or GVI Communication Servicefinal. 12.6 The Customer agrees that GVI may, from time to time, as GVI may in its sole discretion deem appropriate, modify and/or replace the Licensed IP used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, the Customer shall not have any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement of any third parties Intellectual Property Rights. If any third party does allege that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI may, at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice to the Customer.

Licence. 12.1 Unless Subject to Clauses 3.2, and in consideration of the Particular Terms and Pricing provide otherwise, if payment of the Particular Terms and Pricing provide that a GVI Communication Service includes access to or the use by the Customer of software, computer programs, information system tool or other Intellectual Property Licence Fees set out in Schedule 3 (collectively “Licensed IP”Licence Fees), then in consideration for the corresponding Service Fees, GVI Licensor hereby grants (or shall procure the Customer, and the Customer accepts, a terminable, non- exclusive, non-transferable licence on the terms set out this clause 12 to use such Licensed IP on an ‘end- user basis’ for the intended purpose only. 12.2 The licence shall terminate on termination or cancellation (for any reason whatsoevergranting) of the Agreement or the related GVI Communication Service. The license excludes, without limitation, any rights whatsoever to access any programme, object or source codes in relation to the Licensed IP. 12.3 The Customer shall not Licensee a licence to allow any third party, other than its duly licensed users, to obtain access to or use the Licensed IP. 12.4 GVI currently is licensed to use or sub-license software, products IPR. The Licensee acknowledges and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with agrees that the GVI Communications Services, including without limitation, by way of interfacing Licensor grants the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary use the Third Party Products rights under Clause 3.1 are strictly subject to the terms of the Third Party Product licence GVI has and the Customer shall at GVI’s request be required to execute the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or in connection with any breach by the Customer of the following terms and conditions conditions: the grant of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party Product. If the licence to use the Licensed IPR shall be on an [non] / [exclusive] and non-transferable basis; the Licensee shall use the Licensed IPR solely for the Authorised Purpose in the Territory and no other purpose, except with the prior written approval of the Licensor; the Licensee shall not use or otherwise exploit the Licensed IPR, or grant or permit any Third Party Product is terminated and the Third party Product is material right to or forms a substantial part do so, except with the prior written approval of the relevant GVI Communication Services used Licensor or as permitted by this Agreement; the Licensee shall comply with all guidelines, standards and directions relating to the Licensed IPR as notified in writing by the CustomerLicensor from time to time the Licensee shall comply with all applicable laws, then: 12.5.1 the parties shall meet to discuss an alternative arrangement being made in regard regulations, industry standards and codes of practice relating to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation and the Customer’s use of the relevant GVI Communication Service Licensed IPR; the Licensee shall be suspended; 12.5.2 notwithstanding not make or permit any discussions, GVI shall have Third Party to make any modification to any of the right to terminate either Licensed IPR without the particular GVI Communication Service or the entire Agreement by way prior express written approval of 3 calendar days written notice Licensor; if and to the Customer; and 12.5.3 extent required, the Customer Licensee shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licenceobtain at its own expense all governmental licenses, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination of the Agreement or GVI Communication Service. 12.6 The Customer agrees that GVI may, from time permits and consents necessary to time, as GVI may in its sole discretion deem appropriate, modify and/or replace use the Licensed IP IPR as contemplated under this Agreement; the Licensee shall comply with all Applicable Laws and practices in force or used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours Territory to try and limit safeguard the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it Licensor’s rights in the Licensed IPR; the Licensee shall not, and shall ensure directly or indirectly, do or omit to do anything that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence may adversely impact on or sublicense any or all diminish the rights of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with Licensor in the Licensed IP or GVI’s systems. 12.8 To IPR; the best of GVI’s knowledge, Licensee acknowledges and agrees that the use of the Licensed IP IPR is subject to all Applicable Laws in the contemplated manner Territory and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, the Customer shall not have any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement of any third parties Intellectual Property Rights. If any third party does allege that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI may, Licensee shall at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure all times be solely liable for the Customer the such due observance and performance; and No further right or licence to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace Licensed IPR is granted by the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice Licensor to the CustomerLicensee by this Agreement and the Licensor reserves all rights not specifically granted to the Licensee, including all rights beyond the Term.

Licence. 12.1 Unless 3.1 Subject to the Particular Terms and Pricing provide otherwise, if terms of this Licence (including without limitation Clause 3.4) the Particular Terms and Pricing provide that a GVI Communication Service includes access Licensor grants to or the use by the Customer of software, computer programs, information system tool or other Intellectual Property (collectively “Licensed IP”), then in consideration User for the corresponding Service Fees, GVI grants the Customer, and the Customer accepts, Download Term a terminable, non- non-exclusive, non-transferable licence on to allow the User to download a limited number of Licensed Content in the Territory (the "Download Licence") to be used solely in accordance with the Use Licence. 3.2 Subject to the terms set out of this clause 12 Licence the Licensor grants to the User for the Use Term a non-exclusive, non- transferable licence to allow the User to use such the Licensed IP on an ‘end- user basis’ Content downloaded in accordance with the Download Licence in the Territory solely for the intended purpose onlyPermitted Purpose (the "Use Licence"). 12.2 3.3 The licence User shall terminate on termination not use or cancellation (for exploit the Licensed Content or any reason whatsoever) of the Agreement or the related GVI Communication Servicepart thereof save in accordance with this Licence. The license excludes, without limitation, any All rights whatsoever to access any programme, object or source codes in relation to the Licensed IPContent not expressly granted to the User under this Licence are reserved to the Licensor. 12.3 3.4 The Customer User shall not download an amount of Licensed Content pursuant to allow Clause 3.1 which, in the Licensor's sole opinion, constitutes an unreasonable amount. 3.5 The User shall not: 3.5.1 sell, resell, license, distribute, transmit or commercially exploit or make the Licensed Content or any part thereof available in any manner or on any media to any third party, other than its duly licensed users, to obtain access to ; 3.5.2 reproduce or amend the Licensed Content or any part thereof in any manner; 3.5.3 use the Licensed IP.Content or any part thereof for any purpose other than for the Permitted Purpose; 12.4 GVI currently is licensed to use or sub-license software, products and other Intellectual Property from a number of third parties, and may in future use other third party Intellectual Property, (collectively “Third Party Products”) in connection with the GVI Communications Services, including without limitation, by way of interfacing the Third Party Products with, or incorporating them into, GVI’s information systems and computer programmes. In so far as GVI does so, the licence granted to the Customer to use Licensed IP will include a sub-licence to in so far as is necessary 3.5.4 use the Third Party Products subject Licensed Content or any part thereof outwith the Territory; or 3.5.5 use the Licensed Content or any part thereof outwith the Use Term unless the User has been granted explicit prior written consent to the terms of the Third Party Product licence GVI has and the Customer shall at GVI’s request be required to execute the relevant third party licensor’s end-user terms/license. The Customer hereby indemnifies and holds GVI and the third party licensor harmless against any claims arising out of or in connection with any breach do so by the Customer of the terms and conditions of Third Party Product sub-licence. The provisions of this clause 12.4 shall also constitute an unconditional irrevocable undertaking in favour of the third party licensor (stipulatio xxxxxx) capable of acceptance at any time by the third party licensor. 12.5 The above-mentioned sub-licence to use any Third Party Products shall terminate on the earlier of termination of the Agreement for any reason whatsoever and termination of the license granted to GVI to use the Third Party ProductLicensor. If the licence User applies to use the Third Party Product is terminated and Licensor for such consent, the Third party Product is material to parties shall discuss the terms on which the Licensor may make available all or forms a substantial any part of the relevant GVI Communication Services used by Licensed Content and/or allow such use, including the Customer, then: 12.5.1 scope of the parties shall meet to discuss an alternative arrangement being made in regard licence and the level of fee payable to the Third Party Product and pending the parties agreeing on an alternative arrangement, the operation Licensor. The Licensor shall not be obliged to agree (whether in whole or in part) to any such consent and the Customer’s use of the relevant GVI Communication Service Licensor's decision in this regard shall be suspended; 12.5.2 notwithstanding any discussions, GVI shall have the right to terminate either the particular GVI Communication Service or the entire Agreement by way of 3 calendar days written notice to the Customer; and 12.5.3 the Customer shall have no claim against GVI of whatsoever nature arising out of or in connection with the termination of a Third Party Product licence, notwithstanding (without limitation) that such termination may prevent the Customer from using or receiving a GVI Communication Service or that it results in a termination of the Agreement or GVI Communication Servicefinal. 12.6 The Customer agrees that GVI may, from time to time, as GVI may in its sole discretion deem appropriate, modify and/or replace the Licensed IP used in connection with the GVI Communication Services and any of its systems and hardware. GVI will use reasonable endeavours to try and limit the negative impact as a result of such modification or replacement. 12.7 The Customer undertakes that it shall not, and shall ensure that no user shall, without GVI’s prior specific written consent in each instance: 12.7.1 sell, lease, licence or sublicense any or all of the Intellectual Property it is licensed to use, the subject matter relating thereto, nor any materials provided pursuant to this Agreement; nor 12.7.2 interface any other software or systems with the Licensed IP or GVI’s systems. 12.8 To the best of GVI’s knowledge, the use of Licensed IP in the contemplated manner and in accordance with the provisions of the Agreement will not infringe any third party’s intellectual property rights, however, in addition and without limitation to any other limitations or exclusions of liability in this Agreement, the Customer shall not have any claim against GVI of whatsoever nature and howsoever arising in connection with any infringement of any third parties Intellectual Property Rights. If any third party does allege that any Licensed IP infringes its rights, then the Customer shall immediately provide GVI with written notice of any such allegation. In the event of any allegation or claim by a third party that the Licensed IP infringes the third party’s rights, then GVI may, at its sole discretion, either: 12.8.1 immediately suspend the associated GVI Communication Service and/or investigate the allegation; 12.8.2 at its expense, procure for the Customer the right to use the alleged infringing intellectual property as provided herein; 12.8.3 at its expense, replace the alleged infringing intellectual property with non-infringing, functionally, equivalent product; 12.8.4 at its expense, modify the relevant intellectual property, if technically and economically feasible, to remove the alleged infringement; and/or 12.8.5 terminate the Agreement by way of 3 calendar days written notice to the Customer.