Common use of SOFTWARE OFFERING & OBLIGATIONS Clause in Contracts

SOFTWARE OFFERING & OBLIGATIONS. 3.1 Except as set forth below in Section 3.2, Client’s license is for internal use and ConnectWise grants the Client a limited, non- exclusive, non-transferable object code license, for the Term to: 3.1.1 install and deploy the ConnectWise Software in the Territory up to the Authorized Use Limitation. 3.1.2 permit its Authorized End Users Access to the ConnectWise Software for Client’s and Affiliates’ internal business wherever located. Client hereby expressly agrees that a breach by an Authorized End User of the Agreement shall be considered to be a breach by and the responsibility of the Client. 3.2 If Client’s license is for ConnectWise Automate, formerly LabTech, for use as Managed Services ConnectWise grants the Client a limited, non-exclusive, non-transferable license, for the Term: Subject to the terms and conditions of the applicable Schedule, ConnectWise makes available to Client a nonexclusive, non-transferable, non-sublicensable right to access and use the ConnectWise Software in accordance with the Documentation to provide Managed Services to End Users in the designated OC. This authorization includes use of the ConnectWise Software by Authorized Users, provided that Client shall be responsible for all use by such Authorized End Users. Client hereby expressly agrees that a breach by an Authorized End User or End User of the Agreement shall be considered to be a breach by and the responsibility of the Client. 3.3 Unless otherwise specified fees are based on Named Users or Agents as specified in the Schedule. 3.4 The grant of license is contingent upon Client’s compliance with the following obligations set out under this provision: Client agrees, that it shall not: (i) access or use any portion of the ConnectWise Software not expressly authorized in the Schedule; (ii) cause or permit de-compilation, reverse engineering, or otherwise translate all or any portion of the ConnectWise Software; (iii) modify, unbundle, or create derivative works of the ConnectWise Software and/or Documentation; (iv) rent, sell, lease, assign, transfer or sublicense the ConnectWise Software or use the ConnectWise Software to provide hosting, service bureau, on demand or outsourcing services for the benefit of a third party; (v) remove any proprietary notices, labels, or marks on or in any copy of the ConnectWise Software or Documentation; (vi) use the ConnectWise Software beyond the Authorized Use Limitation.

SOFTWARE OFFERING & OBLIGATIONS. 3.1 Except as set forth below in Section 3.2, Client’s license is for internal use and ConnectWise grants the Client a limited, non- exclusive, non-transferable object code license, for the Term to: 3.1.1 install and deploy the ConnectWise Software in the Territory up to the Authorized Use Limitation. 3.1.2 permit its Authorized End Users Access to the ConnectWise Software for Client’s and Affiliates’ internal business wherever located. Client hereby expressly agrees that a breach by an Authorized End User of the Agreement shall be considered to be a breach by and the responsibility of the Client. 3.2 If Client’s license is for ConnectWise Automate, formerly LabTech, for use as Managed Services ConnectWise grants the Client a limited, non-exclusive, non-transferable license, for the Term: Subject to the terms and conditions of the applicable Schedule, ConnectWise makes available to Client a nonexclusive, non-transferable, non-sublicensable right to access and use the ConnectWise Software in accordance with the Documentation to provide Managed Services to End Users in the designated OC. This authorization includes use of the ConnectWise Software by Authorized Users, provided that Client shall be responsible for all use by such Authorized End Users. Client hereby expressly agrees that a breach by an Authorized End User or End User of the Agreement shall be considered to be a breach by and the responsibility of the Client.: 3.3 Unless otherwise specified fees are based on Named Users or Agents as specified in the Schedule. 3.4 The grant of license is contingent upon Client’s compliance with the following obligations set out under this provision: Client agrees, that it shall not: (i) access or use any portion of the ConnectWise Software not expressly authorized in the Schedule; (ii) cause or permit de-compilation, reverse engineering, or otherwise translate all or any portion of the ConnectWise Software; (iii) modify, unbundle, or create derivative works of the ConnectWise Software and/or Documentation; (iv) rent, sell, lease, assign, transfer or sublicense the ConnectWise Software or use the ConnectWise Software to provide hosting, service bureau, on demand or outsourcing services for the benefit of a third party; (v) remove any proprietary notices, labels, or marks on or in any copy of the ConnectWise Software or Documentation; (vi) use the ConnectWise Software beyond the Authorized Use Limitation.

SOFTWARE OFFERING & OBLIGATIONS. 3.1 Except as set forth below in Section 3.2, If Client’s license is for internal use (ConnectWise Manage, ConnectWise Sell (formerly Quosal) and ConnectWise Automate (formerly LabTech for mid-market/internal use)) ConnectWise grants the Client a limited, non- non-exclusive, non-transferable object code license, for the Term to: 3.1.1 install and deploy the ConnectWise Software in the Territory up to the Authorized Use Limitation. 3.1.2 permit its Authorized End Users Access to the ConnectWise Software for Client’s and Affiliates’ internal business wherever located. Client hereby expressly agrees that a breach by an Authorized End User of the Agreement shall be considered to be a breach by and the responsibility of the Client. 3.2 If Client’s license is for ConnectWise Automate, formerly LabTech, for use as Managed Services ConnectWise grants the Client a limited, non-exclusive, non-transferable license, for the Term: Subject to the terms and conditions of the applicable Schedule, ConnectWise makes available to Client a nonexclusive, non-transferable, non-sublicensable right to access and use the ConnectWise Software in accordance with the Documentation to provide Managed Services to End Users in the designated OC. This authorization includes use of the ConnectWise Software by Authorized Users, provided that Client shall be responsible for all use by such Authorized End Users. Client hereby expressly agrees that a breach by an Authorized End User or End User of the Agreement shall be considered to be a breach by and the responsibility of the Client.: 3.3 Unless otherwise specified fees are based on Named Users or Agents as specified in the Schedule. 3.4 The ConnectWise Software's specifications and specified operating environment information may be found in the Documentation accompanying the ConnectWise Software, if available (e.g., a user manual, user guide, or readme.txt or notice.txt file). 3.5 Upon request by ConnectWise, Client agrees to provide records reasonably requested by ConnectWise to verify its compliance with the Authorized Use Limitation defined in the Schedule during the period in which Client is licensed to use the Software and for a period of twelve (12) months after expiration including certified copies of statements or records as applicable. Such reports will be based on the License Metric indicated on the Schedule. 3.6 The grant of license is contingent upon Client’s compliance with the following obligations set out under this provision: Client agrees, that it shall not: (i) access or use any portion of the ConnectWise Software not expressly authorized in the Schedule; (ii) cause or permit de-compilation, reverse engineering, or otherwise translate all or any portion of the ConnectWise Software; (iii) modify, unbundle, or create derivative works of the ConnectWise Software and/or Documentation; (iv) rent, sell, lease, assign, transfer or sublicense the ConnectWise Software or use the ConnectWise Software to provide hosting, service bureau, on demand or outsourcing services for the benefit of a third party; (v) remove any proprietary notices, labels, or marks on or in any copy of the ConnectWise Software or Documentation; (vi) use the ConnectWise Software beyond the Authorized Use Limitation.;

SOFTWARE OFFERING & OBLIGATIONS. 3.1 Except as set forth below in Section 3.2, Client’s license is for internal use and ConnectWise grants the Client a limited, non- exclusive, non-transferable object code license, for the Term to: 3.1.1 install and deploy the ConnectWise Software in the Territory up to the Authorized Use Limitation. 3.1.2 permit its Authorized End Users Access to the ConnectWise Software for Client’s and Affiliates’ internal business wherever located. Client hereby expressly agrees that a breach by an Authorized End User of the Agreement shall be considered to be a breach by and the responsibility of the Client. 3.2 If Client’s license is for ConnectWise Automate, formerly LabTech, for use as Managed Services ConnectWise grants the Client a limited, non-exclusive, non-transferable license, for the Term: Subject to the terms and conditions of the applicable Schedule, ConnectWise makes available to Client a nonexclusive, non-transferable, non-sublicensable right to access and use the ConnectWise Software in accordance with the Documentation to provide Managed Services to End Users in the designated OC. This authorization includes use of the ConnectWise Software by Authorized Users, provided that Client shall be responsible for all use by such Authorized End Users. Client hereby expressly agrees that a breach by an Authorized End User or End User of the Agreement shall be considered to be a breach by and the responsibility of the Client. 3.3 Unless otherwise specified fees are based on Named Users or Agents as specified in the Schedule. 3.4 The grant of license is contingent upon Client’s compliance with the following obligations set out under this provision: Client agrees, that it shall not: (i) access or use any portion of the ConnectWise Software not expressly authorized in the Schedule; (ii) cause or permit de-compilation, reverse engineering, or otherwise translate all or any portion of the ConnectWise Software; (iii) modify, unbundle, or create derivative works of the ConnectWise Software and/or Documentation; (iv) rent, sell, lease, assign, transfer or sublicense the ConnectWise Software or use the ConnectWise Software to provide hosting, service bureau, on demand or outsourcing services for the benefit of a third party; (v) remove any proprietary notices, labels, or marks on or in any copy of the ConnectWise Software or Documentation; (vi) use the ConnectWise Software beyond the Authorized Use Limitation.

SOFTWARE OFFERING & OBLIGATIONS. 3.1 1. Except as set forth below in Section 3.2, Client’s license is for internal use and ConnectWise Contuit grants the Client a limited, non- exclusivenonexclusive, non-transferable object code license, for the Term to: 3.1.1 1. install and deploy the ConnectWise Contuit Software in the Territory up to the Authorized Use Limitation. 3.1.2 2. permit its Authorized End Users Access to the ConnectWise Contuit Software for Client’s and Affiliates’ internal business wherever located. Client hereby expressly agrees that a breach by an Authorized End User of the Agreement shall be considered to be a breach by and the responsibility of the Client. 3.2 If Client’s license is for ConnectWise Automate, formerly LabTech, for use as Managed Services ConnectWise grants the Client a limited, non-exclusive, non-transferable license, for the Term: Subject to the terms and conditions of the applicable Schedule, ConnectWise makes available to Client a nonexclusive, non-transferable, non-sublicensable right to access and use the ConnectWise Software in accordance with the Documentation to provide Managed Services to End Users in the designated OC2. This authorization includes use of the ConnectWise Software by Authorized Users, provided that Client shall be responsible for all use by such Authorized End Users. Client hereby expressly agrees that a breach by an Authorized End User or End User of the Agreement shall be considered to be a breach by and the responsibility of the Client. 3.3 Unless otherwise specified fees are based on Named Users or Agents as specified in the Schedule. 3.4 3. The grant of license is contingent upon Client’s compliance with the following obligations set out under this provision: Client agrees, that it shall not: (i) access or use any portion of the ConnectWise Contuit Software not expressly authorized in the Schedule; (ii) cause or permit de-compilation, reverse engineering, or otherwise translate all or any portion of the ConnectWise Contuit Software; (iii) modify, unbundle, or create derivative works of the ConnectWise Contuit Software and/or Documentation; (iv) rent, sell, lease, assign, transfer or sublicense the ConnectWise Contuit Software or use the ConnectWise Contuit Software to provide hosting, service bureau, on demand or outsourcing services for the benefit of a third party; (v) remove any proprietary notices, labels, or marks on or in any copy of the ConnectWise Contuit Software or Documentation; (vi) use the ConnectWise Contuit Software beyond the Authorized Use Limitation.