Common use of SAAS OFFERING Clause in Contracts

SAAS OFFERING. 3.1. Subject to Client’s compliance with the terms and conditions of this Agreement, ConnectWise provides Client a non- transferable and non-exclusive right for Client and its Authorized Users to access and use SaaS during the Subscription Term in accordance with the Agreement. 3.2. Except as set forth below in Section 3.3, Client’s license is for internal use and ConnectWise grants the Client a limited, non- exclusive, non-transferable license, for the Term: 3.2.1. use the SaaS up to the Authorized Use Limitation. 3.2.2. permit its Authorized Users Access to the SaaS for Client’s and Affiliates’ internal business. Client hereby expressly agrees that a breach by an Authorized User of the Agreement shall be considered to be a breach by and the responsibility of the Client. 3.3. This license grant is applicable to licensees who license ConnectWise Offerings for the purpose of providing a Managed Services to End User customers. Subject to Client’s compliance with the terms and conditions of this Agreement, ConnectWise hereby grants to Client a non-exclusive, non-assignable, right to (1) access and use the applicable service in the ConnectWise Offering expressly described in the Schedule or MSP Portal during the applicable Subscription Term for such service , and (2) sublicense to End Users the non-exclusive, non-assignable right to install and use the Software Agent on Supported Devices; in each of (1) and (2) solely to provide Managed Services to End Users. Except to the extent expressly authorized or permitted in this Agreement or by applicable law without the possibility of contractual waiver, Client and its End Users shall not: (i) copy, modify, transfer or distribute the ConnectWise Offering,