Common use of Services Licence Clause in Contracts

Services Licence. o Subject to the Customer paying for the Services in accordance with this agreement, therestrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non- exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations. o In relation to the Authorised Users, the Customer undertakes that:  each Authorised User shall keep a secure password and/or other personal identity assurance credentials for his use of the Services and Documentation, that such password and/or personal identity assurance credentials shall be changed no less frequently than once per calendar month and that each Authorised User shall keep his password and/or other personal identity assurance credentials confidential; and  it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times. o The Customer shall not access, store, distribute or transmit any Viruses, malware, or any material during the course of its use of the Services that:  is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;  facilitates illegal activity;  depicts sexually explicit images;  promotes unlawful violence;  is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;  is otherwise illegal or causes damage or injury to any person or property; or  materially breaches any policies of a Third Party Marketplace provider or other software or service provider the Supplier depends upon to provide the Services, whereby the Third Party Marketplace provider can terminate its service with the Supplier. and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable without notice the Customer’s access to any material that breaches the provisions of this clause.  The Customer shall not: o except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:  attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or  attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or o access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or o use the Services and/or Documentation to provide services to third parties; or o subject to clause 22.2 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or o attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or o introduce or permit the introduction of, any Virus, malware or Vulnerability into the Supplier’s Software, network or information systems.  The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.  The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.  Trial Services (a) If a free or paid for trial or evaluation of a Service (“Trial Service”) is available in the Third- Party Marketplace and approved by the Supplier, Customer may access and use the Trial Service for fourteen (14) days or such other duration specified by the Supplier (“Trial Service Term”). (b) Trial Services are provided for testing and evaluation solely for the Customer’s own internal information security purposes. (c) TRIAL SERVICES AND BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY SUPPORT, INDEMNITY, LIABILITY OR REMEDY OF ANY KIND. TO THE EXTENT ALLOWED BY APPLICABLE LAW, SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION, OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF TRIAL SERVICES OR BETA SERVICES. (d) The terms of this Clause 2.7 apply, and prevail over any conflicting terms in this Agreement, with respect to all access and use of Trial Services.

Services Licence. o 2.1. Subject to the Customer paying for the Services in accordance with this agreement, therestrictions the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non- non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s 's internal business operations. 2.2. o In relation to the Authorised Users, the Customer undertakes that:  : (a) each Authorised User shall keep a secure password and/or other personal identity assurance credentials for his use of the Services and Documentation, that such password and/or personal identity assurance credentials shall be changed no less frequently than once per calendar month and that each Authorised User shall keep his password and/or other personal identity assurance credentials confidential; and  and (b) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s 's written request at any time or times. 2.3. o The Customer shall not access, store, distribute or transmit any Viruses, malware, or any material during the course of its use of the Services that:  : (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;  ; (b) facilitates illegal activity;  ; (c) depicts sexually explicit images;  ; (d) promotes unlawful violence;  ; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;  ; (f) is otherwise illegal or causes damage or injury to any person or property; or  or (g) materially breaches any policies of a Third Party Marketplace provider or other software or service provider the Supplier depends upon to provide the Services, whereby the Third Party Marketplace provider can terminate its service with the Supplier. and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable without notice the Customer’s 's access to any material that breaches the provisions of this clause.  The Customer shall not: o except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:  attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or  attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or o access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or o use the Services and/or Documentation to provide services to third parties; or o subject to clause 22.2 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or o attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or o introduce or permit the introduction of, any Virus, malware or Vulnerability into the Supplier’s Software, network or information systems.  The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.  The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.  Trial Services (a) If a free or paid for trial or evaluation of a Service (“Trial Service”) is available in the Third- Party Marketplace and approved by the Supplier, Customer may access and use the Trial Service for fourteen (14) days or such other duration specified by the Supplier (“Trial Service Term”). (b) Trial Services are provided for testing and evaluation solely for the Customer’s own internal information security purposes. (c) TRIAL SERVICES AND BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY SUPPORT, INDEMNITY, LIABILITY OR REMEDY OF ANY KIND. TO THE EXTENT ALLOWED BY APPLICABLE LAW, SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION, OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF TRIAL SERVICES OR BETA SERVICES. (d) The terms of this Clause 2.7 apply, and prevail over any conflicting terms in this Agreement, with respect to all access and use of Trial Services.

Services Licence. o 2.1. Subject to the Customer paying for the Services in accordance with this agreement, therestrictions the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non- non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s 's internal business operations. 2.2. o In relation to the Authorised Users, the Customer undertakes that:  : (a) each Authorised User shall keep a secure password and/or other personal identity assurance credentials for his use of the Services and Documentation, that such password and/or personal identity assurance credentials shall be changed no less frequently than once per calendar month and that each Authorised User shall keep his password and/or other personal identity assurance credentials confidential; and  and (b) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s 's written request at any time or times. 2.3. o The Customer shall not access, store, distribute or transmit any Viruses, malware, or any material during the course of its use of the Services that:  : a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;  ; b) facilitates illegal activity;  ; c) depicts sexually explicit images;  ; d) promotes unlawful violence;  ; e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;  ; f) is otherwise illegal or causes damage or injury to any person or property; or  or g) materially breaches any policies of a Third Party Marketplace provider or other software or service provider the Supplier depends upon to provide the Services, whereby the Third Party Marketplace provider can terminate its service with the Supplier. and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable without notice the Customer’s 's access to any material that breaches the provisions of this clause.  The Customer shall not: o except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:  attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or  attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or o access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or o use the Services and/or Documentation to provide services to third parties; or o subject to clause 22.2 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or o attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or o introduce or permit the introduction of, any Virus, malware or Vulnerability into the Supplier’s Software, network or information systems.  The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.  The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.  Trial Services (a) If a free or paid for trial or evaluation of a Service (“Trial Service”) is available in the Third- Party Marketplace and approved by the Supplier, Customer may access and use the Trial Service for fourteen (14) days or such other duration specified by the Supplier (“Trial Service Term”). (b) Trial Services are provided for testing and evaluation solely for the Customer’s own internal information security purposes. (c) TRIAL SERVICES AND BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY SUPPORT, INDEMNITY, LIABILITY OR REMEDY OF ANY KIND. TO THE EXTENT ALLOWED BY APPLICABLE LAW, SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION, OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF TRIAL SERVICES OR BETA SERVICES. (d) The terms of this Clause 2.7 apply, and prevail over any conflicting terms in this Agreement, with respect to all access and use of Trial Services.

Services Licence. o ‌ 2.1. Subject to the Customer paying for the Services in accordance with this agreement, therestrictions the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non- non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s 's internal business operations. 2.2. o In relation to the Authorised Users, the Customer undertakes that:  : (a) each Authorised User shall keep a secure password and/or other personal identity assurance credentials for his use of the Services and Documentation, that such password and/or personal identity assurance credentials shall be changed no less frequently than once per calendar month and that each Authorised User shall keep his password and/or other personal identity assurance credentials confidential; and  and (b) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s 's written request at any time or times. 2.3. o The Customer shall not access, store, distribute or transmit any Viruses, malware, or any material during the course of its use of the Services that:  : (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;  ; (b) facilitates illegal activity;  ; (c) depicts sexually explicit images;  ; (d) promotes unlawful violence;  ; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;  ; (f) is otherwise illegal or causes damage or injury to any person or property; or  or (g) materially breaches any policies of a Third Party Marketplace provider or other software or service provider the Supplier depends upon to provide the Services, whereby the Third Party Marketplace provider can terminate its service with the Supplier. and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable without notice the Customer’s 's access to any material that breaches the provisions of this clause. 2.4.  The Customer shall not: o : (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:  : (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or  or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or o or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or o or (c) use the Services and/or Documentation to provide services to third parties; or o or (d) subject to clause 22.2 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or o or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or o or (f) introduce or permit the introduction of, any Virus, malware or Vulnerability into the Supplier’s 's Software, network or information systems. 2.5.  The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier. 2.6.  The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.  Trial Services (a) If a free or paid for trial or evaluation of a Service (“Trial Service”) is available in the Third- Party Marketplace and approved by the Supplier, Customer may access and use the Trial Service for fourteen (14) days or such other duration specified by the Supplier (“Trial Service Term”). (b) Trial Services are provided for testing and evaluation solely for the Customer’s own internal information security purposes. (c) TRIAL SERVICES AND BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY SUPPORT, INDEMNITY, LIABILITY OR REMEDY OF ANY KIND. TO THE EXTENT ALLOWED BY APPLICABLE LAW, SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION, OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF TRIAL SERVICES OR BETA SERVICES. (d) The terms of this Clause 2.7 apply, and prevail over any conflicting terms in this Agreement, with respect to all access and use of Trial Services.