Common use of Software Licence Clause in Contracts

Software Licence. 1.1 Civica grants to Customer upon payment of the applicable licence Charges a non-exclusive, non- transferable, term licence to use the Software. The Software shall include any Maintenance Releases and/or updates of the Software licensed to Customer under the Support Services. 1.2 Without prejudice to the other provisions of the Contract the licence granted in clause 1.1 is subject to the following conditions: 1.2.1 The licence is personal to Customer and the Software shall only be used for its internal business purposes by the Authorised Users. 1.2.2 The Software is the confidential proprietary information of Civica or its licensor and as such Customer shall not modify or remove any copyright or proprietary notices on the Software and shall reproduce such notices on any copies of the Software and shall treat such Software as confidential. 1.2.3 Customer shall not sub-licence the Software licence in whole or in part without the prior written consent of Civica. 1.2.4 If the Software fails to operate owing to Customer linking to, accessing or otherwise using the Software or causing the Software to be used in conjunction with, any third party software, database or other application without the prior written consent of Civica then Civica shall not be liable for any issues arising. Customer is not allowed to use third party software which is designed to replicate, run, or operate in conjunction with the Software without Civica’s written consent. 1.2.5 Customer may make such copies of the Documentation as are reasonably necessary for its use of the Software and shall reproduce all copyright and other notices in and on the Documentation. All such copies shall form part of the Documentation and shall be subject to the terms and conditions of these Software Terms. 1.3 Customer agrees that: 1.3.1 except to the extent permitted by law, it shall not, nor permit any third party to, adapt, or modify the Software, or decompile, reverse engineer, disassemble, apply any technique, process or procedure or make any attempt to or derive the source code or derivative works of the Software; 1.3.2 unless permitted in accordance with clause 1.5, it shall not permit any third party, to use or possess the Software or Documentation nor use the Software on behalf of or for the benefit of any third party, including any consulting, service-bureau, time-sharing, rental or services of any other kind; and 1.3.3 it will take security measures sufficient to reasonably safeguard the Software and Documentation from use by unauthorised third persons. 1.4 The Software includes functionality permitting Customer to perform certain administration and data upload tasks (the “Administrative Functions”). Customer undertakes to keep all usernames, passwords, and other access details relating to the Administrative Functions confidential, and Customer agrees that Customer will be liable for any loss or damage arising from Customer’s failure to do so. 1.5 Customer may permit Authorised Third Parties to use the Software and Documentation, provided that: 1.5.1 it obtains prior written approval from Civica before such use; 1.5.2 Customer remains responsible for the acts and omissions of such Authorised Third Parties as if they were the Customer’s own acts and omissions; and 1.5.3 such use is for the Customer’s sole benefit e.g. a third party which provides outsourced services to Customer under a written agreement. 1.6 Customer acknowledges that the Software may incorporate technical means of enforcing or monitoring the licence terms of the Software which may result in Customer being unable to use the Software beyond these Software Terms.

Software Licence. 1.1 Civica grants to Customer upon payment 4.1 Any Software or Documentation provided by Us in connection with the provision of the applicable licence Charges Services is, and will remain, Our property or that of Our licensors. All Intellectual Property Rights in the Software, Documentation and Services are owned by, and will remain vested in, Us or Our licensors. Nothing in this Contract shall operate to assign or otherwise transfer ownership of any such Intellectual Property Rights to You or any third party. 4.2 You are granted a non-exclusive, non- non-transferable, term licence limited right to use the Software and Documentation during the term of this Contract and only for the purpose of using the Service. 4.3 You agree to be bound by and comply with the licensing terms of Our licensors as set out in clause 6, in respect of Microsoft software and Licensed Products. Where any other Software or Documentation is owned, or licensed to Us, by another third party supplier who determines any terms upon which that Software or Documentation is licensed to You, We shall, if required by that third party supplier or Us, procure the grant of a licence encompassing those terms directly from such third party supplier to You and You shall comply with the terms of such licence. 4.4 You: (a) shall not make any modifications to the Software or Documentation or use the Software or Documentation in any manner not expressly authorised in this Contract; (b) shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software in whole or in part except as permitted by law or clause 6.5; (c) shall not rent, lease, lend, make available or distribute the Software or the Documentation; assign the benefit or sub-contract the burden of this Contract in whole or in part; or allow the Software or Documentation to become the subject of any charge, lien or encumbrance; and (d) shall not (and shall not permit any third party to) export the Software. The , Documentation or any hardware upon which the Software shall include any Maintenance Releases and/or updates is embedded, out of the Software licensed to Customer under UK without the Support Servicesprior written consent of Us or Our licensors. 1.2 Without prejudice 4.5 You shall not resell the Services or sub-licence the Software or Documentation to the other provisions of the Contract the licence granted in clause 1.1 is any third party, without Our express consent. Such consent shall be at Our sole discretion and subject to the following conditions: 1.2.1 The licence is personal to Customer and the Software shall only be used for its internal business purposes by the Authorised UsersYou entering into a separate contract with Us. 1.2.2 The Software is the confidential proprietary information of Civica or its licensor and as such Customer 4.6 You shall not modify modify, obscure or remove any copyright or proprietary notices on the Software or Documentation and You shall reproduce such notices on any authorised copies of the Software and shall treat such Software as confidentialor Documentation or part thereof You may make in the format in which they appear on the original. 1.2.3 Customer shall not sub-licence the Software licence in whole 4.7 You will permit Us or in part without the prior written consent of Civica. 1.2.4 If the Software fails to operate owing to Customer linking to, accessing or otherwise using the Software or causing Documentation licensor, upon reasonable notice, to enter during normal working hours any premises owned or controlled by You in order to review Your use of the Software to be used in conjunction with, any third party software, database or other application without the prior written consent of Civica then Civica shall not be liable for any issues arising. Customer is not allowed to use third party software which is designed to replicate, run, or operate in conjunction with the Software without Civica’s written consent. 1.2.5 Customer may make such copies of and/or the Documentation and to ensure that You are using the same in accordance with this Contract and You will (as are reasonably necessary for its an additional obligation) provide all information requested by Us or Our software licensors in relation to Your use of the Software and shall reproduce Documentation (at Your own cost). 4.8 You will indemnify and keep Us indemnified against any and all copyright and other notices costs, losses, damages, or liability that We may incur due to: (i) You amending or in and on any way altering the Software or Documentation. All such copies shall form part , or using it for a purpose not permitted by this Contract; (ii) Your breach of this clause 4 or any of the Documentation provisions of Our licensors as set out in clause 6, in respect of Microsoft software and shall be subject to the terms and conditions of these Software Terms. 1.3 Customer agrees that: 1.3.1 except to the extent permitted by law, it shall not, nor permit Licensed Products; or (iii) any third party to, adapt, claim in relation to Your unlawful or modify the Software, or decompile, reverse engineer, disassemble, apply any technique, process or procedure or make any attempt to or derive the source code or derivative works improper use of the Software; 1.3.2 unless permitted in accordance with clause 1.5, it shall not permit any third party, to use or possess the Software or Documentation nor use (including where such a claim arises due to a breach by You of the Software on behalf terms of or for the benefit of any third party, including any consulting, service-bureau, time-sharing, rental or services of any other kind; and 1.3.3 it will take security measures sufficient to reasonably safeguard the Software and Documentation from use by unauthorised third personsthis Contract). 1.4 The Software includes functionality permitting Customer 4.9 If You become aware of an IPR Claim, You will: (a) promptly and fully notify Us of the IPR Claim; (b) allow Us to perform certain administration conduct all negotiations and data upload tasks proceedings and to settle the IPR Claim if We require such; (c) take such action as We may reasonably request to avoid, dispute, compromise or defend the “Administrative Functions”). Customer undertakes to keep all usernamesIPR Claim; (d) provide Us with any reasonable assistance regarding the IPR Claim as is required by Us, passwordsand. (e) not make any admission of liability, and other access details relating agreement or compromise in relation to the Administrative Functions confidential, and Customer agrees that Customer will be liable for any loss or damage arising from Customer’s failure to do soIPR Claim without Our prior written consent. 1.5 Customer may permit Authorised Third Parties 4.10 Upon termination of this Contract, Your right to use the Software and/or the Documentation shall cease and DocumentationYou shall, provided that: 1.5.1 it obtains prior written approval from Civica before such at Our absolute discretion, return or destroy the same (if applicable) and otherwise cease use; 1.5.2 Customer remains responsible for the acts and omissions of such Authorised Third Parties as if they were the Customer’s own acts and omissions; and 1.5.3 such use is for the Customer’s sole benefit e.g. a third party which provides outsourced services to Customer under a written agreement. 1.6 Customer acknowledges that the Software may incorporate technical means of enforcing or monitoring the licence terms of the Software which may result in Customer being unable to use the Software beyond these Software Terms.

Software Licence. 1.1 Civica 3.1 Mortgage Brain grants to Customer upon payment of you, subject to the applicable licence Charges terms and conditions in this Agreement, a non-exclusive, non- non-transferable, term licence to use the Software. The Software shall include any Maintenance Releases and/or updates of the Software licensed to Customer under the Support Services. 1.2 3.2 Without prejudice to the other provisions of the Contract this Agreement the licence granted in clause 1.1 3.1 is subject to the following conditions: 1.2.1 The licence is personal 3.2.1 You may, subject to Customer the Copyright (Computer Program) Regulations 1992, only make so many copies of the Software as are reasonably necessary for operational security and lawful use. Such copies and the Software media on which they are stored shall only be used for its internal business purposes by the Authorised Usersproperty of Mortgage Brain. You shall make full and accurate records of such copying and location of the copies and make these available to Mortgage Brain on request from time to time. 1.2.2 The Software is the confidential proprietary information of Civica or its licensor and as such Customer 3.2.2 You shall not modify or remove any copyright or proprietary notices on the Software and shall reproduce such notices on any copies of the Software and shall treat such Software as confidentialSoftware. 1.2.3 Customer shall not sub-licence the 3.2.3 The Software licence in whole or in part without the prior written consent may only be used by you: 3.2.3.1 solely for processing Content; and 3.2.3.2 on a computer system running a compatible operating system. Details of Civicasuch compatible operating systems are available on request from Mortgage Brain. 1.2.4 If the Software fails to operate owing to Customer linking to, accessing or otherwise using the Software or causing the Software to be used in conjunction with, any third party software, database or other application without the prior written consent of Civica then Civica shall not be liable for any issues arising. Customer is not allowed to use third party software which is designed to replicate, run, or operate in conjunction with the Software without Civica’s written consent. 1.2.5 Customer may make such copies of the Documentation as are reasonably necessary for its use of the Software and shall reproduce all copyright and other notices in and on the Documentation. All such copies shall form part of the Documentation and shall be subject to the terms and conditions of these Software Terms. 1.3 Customer agrees that: 1.3.1 except to the extent permitted by law, it shall not, nor permit any third party to, adapt, or modify the Software, or decompile, reverse engineer, disassemble, apply any technique, process or procedure or make any attempt to or derive the source code or derivative works of the Software; 1.3.2 unless permitted in accordance with clause 1.5, it 3.2.4 You shall not permit any third party, party to use or possess the Software or Documentation nor use the Software on behalf of or for the benefit of any third partyparty (except Clients) in any way whatsoever, including any consulting, service-bureau, time-sharing, rental or services of any other kind; and. 1.3.3 it will take security measures sufficient 3.2.5 Except to reasonably safeguard the extent permitted by law, you shall not decompile, reverse engineer, disassemble or otherwise derive the source code or database of the Software and Documentation from use by unauthorised nor permit any third persons. 1.4 The Software includes functionality permitting Customer to perform certain administration and data upload tasks (the “Administrative Functions”). Customer undertakes to keep all usernames, passwords, and other access details relating to the Administrative Functions confidential, and Customer agrees that Customer will be liable for any loss or damage arising from Customer’s failure party to do so. 1.5 Customer may 3.2.6 Save as otherwise provided, you shall not, and shall not permit Authorised Third Parties any third party to, copy, make error corrections to or otherwise modify or adapt the Software nor create derivative works based upon the Software or permit any part of the Software or database to be combined with or become incorporated in any other computer programs. 3.2.7 You shall effect and maintain adequate security measures to safeguard the Software against access to or use by unauthorised persons and ensure that the Software and Documentation, provided that: 1.5.1 it obtains prior written approval from Civica before such use; 1.5.2 Customer remains responsible for the acts all copies are kept under your control and omissions shall notify Mortgage Brain immediately on becoming aware of such Authorised Third Parties as if they were the Customer’s own acts and omissions; and 1.5.3 such any unauthorised use is for the Customer’s sole benefit e.g. a third party which provides outsourced services to Customer under a written agreement. 1.6 Customer acknowledges that the Software may incorporate technical means of enforcing or monitoring the licence terms of the Software which by any person. 3.2.8 You shall not copy the licence onto more than one machine, without the express permission of Mortgage Brain. 3.2.9 You shall not read data from or write data to the MortgageStream database using any other software than the MortgageStream program, or any other program supplied to you by Mortgage Brain, without the express written permission of Mortgage Brain. 3.3 You shall permit Mortgage Brain or its authorised representatives to inspect and have access to any premises and equipment where the Software is located to ensure that you are complying with your obligations under this Agreement. Such access may be required from time to time to ensure the correct operation of the system, help in the diagnosis of any defects, and for licensing of the system. Such access may be in person, or via remote control from Mortgage Brain’s or their authorised representatives’ computers. 3.4 Any refusal on your part to grant such access as requested, may result in Customer being unable to the temporary or permanent revocation of your licence, without recourse or refund. 3.5 You shall indemnify Mortgage Brain, keep Mortgage Brain indemnified and hold Mortgage Brain harmless from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by Mortgage Brain caused by, or in any way connected with your use of the Software beyond these or the unauthorised use of the Software Termsby any third party whether through breach of this Agreement or any other negligent or wrongful act. 3.6 The purchase of a specific number of user licences entitles you to have the system installed on that number of already networked PCs. 3.7 In some cases, it may be possible for Mortgage Brain to import existing client data into the system. The level of such import will be made clear to you if requested. Mortgage Brain reserve the right to charge for this one-off service and will quote on a case by case basis.

Software Licence. 1.1 Civica 8.1 Subject to the terms of this agreement, for the period in respect of which the Customer has paid the applicable fees set out in the Project Plan, the Supplier grants to the Customer upon payment of the applicable licence Charges a non-exclusive, non- non-transferable, term licence non-sublicensable right to use the Software. Licensed Software and on the Computer Hardware in accordance with the Documentation. 8.2 The Software Customer shall include any Maintenance Releases and/or updates permit use of the Supplier Software licensed to only by those of its officers, employees or sub-contractors who have received training from the Customer under in the Support Servicesuse of the Supplier Software, such training being consisted with the Training Services provided by the Supplier. 1.2 Without prejudice 8.3 The Customer shall comply with and shall procure that the Permitted Users comply with any proprietary Third-Party Software licences and the Open-Source Software licences relating to the other provisions Supplier Software, and the Customer shall indemnify and hold the Supplier harmless against any loss or damage which it may suffer or incur as a result of the Contract the licence granted in clause 1.1 is subject to the following conditions:Customer's or any Permitted User’s breach of such terms howsoever arising. 1.2.1 8.4 The licence is personal to Customer and the Permitted Users may make such copies of the Licensed Software shall only be used as are reasonably necessary for its internal business use in accordance with this agreement and for the purposes by of backup and security provided that all proprietary notices contained in the Authorised UsersLicensed Software are maintained. The Customer and the Permitted Users have no right to make, or authorise the making of, any other copies of the Licensed Software. 1.2.2 The Software is 8.5 Except as expressly permitted in this agreement (including a Project Plan), the confidential proprietary information of Civica or its licensor and as such Customer shall not modify or remove any copyright or proprietary notices on the Software and shall reproduce such notices on any copies of procure that the Software and Permitted Users shall treat such Software as confidential.not: 1.2.3 Customer shall not 8.5.1 sub-licence license, rent, lend, assign or transfer in any other way this agreement or the Supplier Software licence in whole or in part to any person without the prior written consent of Civica.the Supplier; 1.2.4 If the Software fails to operate owing to Customer linking 8.5.2 make alterations to, accessing or otherwise using modifications of, the Software whole or causing the Software to be used in conjunction with, any third party software, database or other application without the prior written consent of Civica then Civica shall not be liable for any issues arising. Customer is not allowed to use third party software which is designed to replicate, run, or operate in conjunction with the Software without Civica’s written consent. 1.2.5 Customer may make such copies of the Documentation as are reasonably necessary for its use of the Software and shall reproduce all copyright and other notices in and on the Documentation. All such copies shall form part of the Documentation and shall Supplier Software or permit any part of it to be subject to the terms and conditions of these Software Terms. 1.3 Customer agrees that: 1.3.1 except combined with, or become incorporated in, any other programs or (save to the extent permitted by law) to disassemble, it shall not, nor permit any third party to, adapt, or modify the Software, or decompilede-compile, reverse engineer, disassemble, apply any technique, process engineer or procedure or make any attempt to or derive the source code or create derivative works based on the whole or any part of the Supplier Software;; or 1.3.2 unless permitted in accordance with clause 1.5, it 8.5.3 give access to the Supplier Software to users who are not Permitted Users. 8.6 The Customer shall not permit any third party, to use or possess the Software or Documentation nor and shall procure that its Permitted Users shall not use the Supplier Software on behalf outside the scope of or for the benefit of any third party, including any consulting, service-bureau, time-sharing, rental or services of any other kind; and 1.3.3 it will take security measures sufficient to reasonably safeguard the Software and Documentation from use by unauthorised third persons. 1.4 permitted under this agreement. The Software includes functionality permitting Customer to perform certain administration and data upload tasks (the “Administrative Functions”). Customer undertakes to keep all usernames, passwords, and other access details relating to the Administrative Functions confidential, and Customer agrees that Customer will shall be liable for any loss or damage arising from Customer’s failure to do so. 1.5 Customer may permit Authorised Third Parties to use the Software and Documentation, provided that: 1.5.1 it obtains prior written approval from Civica before such use; 1.5.2 Customer remains responsible for the acts and or omissions of such Authorised Third Parties its Permitted Users as if they were the Customer’s its own acts and or omissions; and 1.5.3 such use is for the Customer’s sole benefit e.g. a third party which provides outsourced services to Customer under a written agreement. 1.6 Customer acknowledges that the Software may incorporate technical means of enforcing or monitoring the licence terms of the Software which may result in Customer being unable to use the Software beyond these Software Terms.

Software Licence. 1.1 3.1 Civica grants to Customer upon payment of the applicable licence Charges and subject to the terms and conditions in this Contract, a non-exclusive, non- non-transferable, term licence to use the Software. The Software shall include any Maintenance Releases and/or updates of the Software licensed to Customer under the Support Services. 1.2 3.2 Without prejudice to the other provisions of the this Contract the licence granted in clause 1.1 3.1 is subject to the following conditions: 1.2.1 3.2.1 The licence is personal to Customer and the Software shall only be used for its internal business purposes by the Authorised Users. 1.2.2 3.2.2 The Software is the confidential proprietary information of Civica or its licensor and as such Customer shall not modify or remove any copyright or proprietary notices on the Software and shall reproduce such notices on any copies of the Software and shall treat such Software as confidential. 1.2.3 3.2.3 Customer shall not sub-licence the Software licence in whole or in part without the prior written consent of Civicapart. 1.2.4 3.2.4 If the Software fails to operate owing to Customer linking to, accessing or otherwise using the Software or causing the Software to be used in conjunction with, any third party software, database or other application without the prior written consent of Civica then Civica shall not be liable for any issues arisingliable. Customer is not allowed to use third party software which is designed to replicate, run, or operate in conjunction with the Software without Civica’s prior written consent. 1.2.5 3.2.5 Customer may make such copies of the Documentation as are reasonably necessary for its use of the Software and shall reproduce all copyright and other notices in and on the Documentation. All such copies shall form part of the Documentation and shall be subject to the terms and conditions of these Software Termsthis Contract. 1.3 3.3 Customer agrees that: 1.3.1 3.3.1 except to the extent permitted by law, it shall not, nor permit any third party to, adapt, or modify the Software, or decompile, reverse engineer, disassemble, apply any technique, process or procedure or make any attempt to or derive the source code or derivative works of the Software; 1.3.2 3.3.2 unless permitted in accordance with clause 1.53.5, it shall not permit any third party, to use or possess the Software or Documentation nor use the Software on behalf of or for the benefit of any third party, including any consulting, service-bureau, time-time- sharing, rental or services of any other kind; and 1.3.3 3.3.3 it will take security measures sufficient to reasonably safeguard the Software and Documentation from use by unauthorised third persons. 1.4 3.4 The Software includes functionality permitting Customer to perform certain administration and data upload tasks (the “Administrative Functions”). Customer undertakes to keep all usernames, passwords, and other access details relating to the Administrative Functions confidential, and Customer agrees that Customer will be liable for any loss or damage arising from Customer’s failure to do so. 1.5 3.5 Customer may permit Authorised Third Parties to use the Services, including the Software and Documentation, provided that: 1.5.1 3.5.1 it obtains prior written approval from Civica before such use; 1.5.2 3.5.2 Customer remains responsible for the acts and omissions of such Authorised Third Parties as if they were the Customer’s own acts and omissions; and 1.5.3 3.5.3 such use is for the Customer’s sole benefit e.g. a third party which provides outsourced services to Customer under a written agreement. 1.6 3.6 Customer acknowledges that the Software may incorporate technical means of enforcing or monitoring the licence terms of the Software which may result in Customer being unable to use the Software beyond these Software TermsContract terms.

Software Licence. 1.1 3.1 Civica grants to Customer upon payment of the applicable licence Charges and subject to the terms and conditions in this Contract, a non-exclusive, non- non-transferable, term licence to use the Software. The Software shall include any Maintenance Releases and/or updates of the Software licensed to Customer under the Support Services. 1.2 3.2 Without prejudice to the other provisions of the this Contract the licence granted in clause 1.1 3.1 is subject to the following conditions: 1.2.1 3.2.1 The licence is personal to Customer and the Software shall only be used for its internal business purposes by the Authorised Users. 1.2.2 3.2.2 The Software is the confidential proprietary information of Civica or its licensor and as such Customer shall not modify or remove any copyright or proprietary notices on the Software and shall reproduce such notices on any copies of the Software and shall treat such Software as confidential. 1.2.3 3.2.3 Customer shall not sub-licence the Software licence in whole or in part without the prior written consent of Civica. 1.2.4 3.2.4 If the Software fails to operate owing to Customer linking to, accessing or otherwise using the Software or causing the Software to be used in conjunction with, any third party software, database or other application without the prior written consent of Civica then Civica shall not be liable for any issues arising. Customer is not allowed to use third party software which is designed to replicate, run, or operate in conjunction with the Software without Civica’s written consent. 1.2.5 3.2.5 Customer may make such copies of the Documentation as are reasonably necessary for its use of the Software and shall reproduce all copyright and other notices in and on the Documentation. All such copies shall form part of the Documentation and shall be subject to the terms and conditions of these Software Termsthis Contract. 1.3 3.3 Customer agrees that: 1.3.1 3.3.1 except to the extent permitted by law, it shall not, nor permit any third party to, adapt, or modify the Software, or decompile, reverse engineer, disassemble, apply any technique, process or procedure or make any attempt to or derive the source code or derivative works of the Software; 1.3.2 3.3.2 unless permitted in accordance with clause 1.53.5, it shall not permit any third party, to use or possess the Software or Documentation nor use the Software on behalf of or for the benefit of any third party, including any consulting, service-bureau, time-time- sharing, rental or services of any other kind; and 1.3.3 3.3.3 it will take security measures sufficient to reasonably safeguard the Software and Documentation from use by unauthorised third persons. 1.4 3.4 The Software includes functionality permitting Customer to perform certain administration and data upload tasks (the “Administrative Functions”). Customer undertakes to keep all usernames, passwords, and other access details relating to the Administrative Functions confidential, and Customer agrees that Customer will be liable for any loss or damage arising from Customer’s failure to do so. 1.5 3.5 Customer may permit Authorised Third Parties to use the Services, including the Software and Documentation, provided that: 1.5.1 3.5.1 it obtains prior written approval from Civica before such use; 1.5.2 3.5.2 Customer remains responsible for the acts and omissions of such Authorised Third Parties as if they were the Customer’s own acts and omissions; and 1.5.3 3.5.3 such use is for the Customer’s sole benefit e.g. a third party which provides outsourced services to Customer under a written agreement. 1.6 3.6 Customer acknowledges that the Software may incorporate technical means of enforcing or monitoring the licence terms of the Software which may result in Customer being unable to use the Software beyond these Software TermsContract terms.

Software Licence. 1.1 Civica 3.1 MTE grants to Customer upon payment of you, subject to the applicable licence Charges terms and conditions in this Agreement, a non- exclusive, non-exclusive, non- transferable, term licence to use the Software. The Software shall include any Maintenance Releases and/or updates of the Software licensed to Customer under the Support Services. 1.2 3.2 Without prejudice to the other provisions of the Contract this Agreement the licence granted in clause 1.1 3.1 is subject to the following conditions: 1.2.1 The licence is personal 3.2.1 You may, subject to Customer the Copyright (Computer Program) Regulations 1992, only make so many copies of the Software as are reasonably necessary for operational security and lawful use. Such copies and the Software media on which they are stored shall only be used for its internal business purposes by the Authorised Usersproperty of MTE. You shall make full and accurate records of such copying and location of the copies and make these available to MTE on request from time to time. 1.2.2 The Software is the confidential proprietary information of Civica or its licensor and as such Customer 3.2.2 You shall not modify or remove any copyright or proprietary notices on the Software and shall reproduce such notices on any copies of the Software and shall treat such Software as confidentialSoftware. 1.2.3 Customer shall not sub-licence the 3.2.3 The Software licence in whole or in part without the prior written consent may only be used by you: 3.2.3.1 solely for processing Content, on behalf of CivicaMortgage Applicants; 3.2.3.2 and, on a computer system running a compatible operating system. Details of such compatible operating systems are available on request from MTE. 1.2.4 If the Software fails to operate owing to Customer linking to, accessing or otherwise using the Software or causing the Software to be used in conjunction with, any third party software, database or other application without the prior written consent of Civica then Civica shall not be liable for any issues arising. Customer is not allowed to use third party software which is designed to replicate, run, or operate in conjunction with the Software without Civica’s written consent. 1.2.5 Customer may make such copies of the Documentation as are reasonably necessary for its use of the Software and shall reproduce all copyright and other notices in and on the Documentation. All such copies shall form part of the Documentation and shall be subject to the terms and conditions of these Software Terms. 1.3 Customer agrees that: 1.3.1 except to the extent permitted by law, it shall not, nor permit any third party to, adapt, or modify the Software, or decompile, reverse engineer, disassemble, apply any technique, process or procedure or make any attempt to or derive the source code or derivative works of the Software; 1.3.2 unless permitted in accordance with clause 1.5, it 3.2.4 You shall not permit any third party, party to use or possess the Software or Documentation nor use the Software on behalf of or for the benefit of any third partyparty (except Mortgage Applicants) in any way whatsoever, including but not limited to any non-registered user on the URD, consulting, service-bureau, time-sharing, rental or services of any other kind; and. 1.3.3 it will take security measures sufficient to reasonably safeguard 3.2.5 You shall not link to, access or otherwise use the Software or Source Database or cause them to be used in conjunction with any third party software, database or other application without the prior written consent of MTE. You are not allowed to use third party software which is designed to replicate, run or operate in conjunction with the Software and/or Source Database without MTE’s written consent. The use of the Software on your personal computer with a standard operating platform and Documentation from use by unauthorised third personsyour standard desktop applications is permitted. 1.4 The Software includes functionality permitting Customer to perform certain administration and data upload tasks (the “Administrative Functions”). Customer undertakes to keep all usernames, passwords, and other access details relating 3.2.6 Except to the Administrative Functions confidentialextent permitted by law, and Customer agrees that Customer will be liable for you shall not decompile, reverse engineer, disassemble or otherwise derive the source code of the Software nor permit any loss or damage arising from Customer’s failure third party to do so. 1.5 Customer may 3.2.7 Save as otherwise provided, you shall not, and shall not permit Authorised Third Parties any third party to, copy, make error corrections to or otherwise modify or adapt the Software nor create derivative works based upon the Software or permit any part of the Software to be combined with or become incorporated in any other computer programs. 3.2.8 You shall effect and maintain adequate security measures to safeguard the Software against access to or use by unauthorised persons and ensure that the Software and Documentation, provided that: 1.5.1 it obtains prior written approval from Civica before such use; 1.5.2 Customer remains responsible for the acts all copies are kept under your control and omissions shall notify MTE immediately on becoming aware of such Authorised Third Parties as if they were the Customer’s own acts and omissions; and 1.5.3 such any unauthorised use is for the Customer’s sole benefit e.g. a third party which provides outsourced services to Customer under a written agreement. 1.6 Customer acknowledges that the Software may incorporate technical means of enforcing or monitoring the licence terms of the Software which may result in Customer being unable by any person. 3.3 You shall permit MTE or its authorised representatives to use inspect and have access to any premises and equipment where the Software beyond these is located to ensure that you are complying with your obligations and/or warranties under this Agreement. 3.4 Maintenance including Software Termsupdates shall be provided in accordance with the Schedule. 3.5 You shall indemnify MTE, keep MTE indemnified and hold MTE harmless from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by MTE caused by, or in any way connected with your use of the Software or the unauthorised use of the Software by any third party whether through breach of this Agreement or any other negligent or wrongful act.