Common use of Subscription to use the Services Clause in Contracts

Subscription to use the Services. ‌ 2.1 Subject to the Client paying the Fees in accordance with the Agreement, the restrictions set out in this clause 2 and the other terms and conditions of the Agreement, Qumu hereby grants to the Client a non-exclusive, non- transferable right to use the Services and the Documentation during the Subscription Period solely for the Client's internal business operations. 2.2 The Client undertakes that: (a) only Authorized Users (subject to clause 2.2(b) below) will create and edit content using the Services, publish live events and conferences using the Services, or upload pre- produced video content using the Services; (b) the maximum number of Administrators and Users that it authorizes to access and use the Services and the Documentation shall not exceed the maximum number of Administrators and Users allowed in relation to the Client’s chosen functionality package as specified in the Order Form (or as increased, by written agreement between the parties); (c) each Authorized User shall require and keep a secure User ID to use the Services and the Documentation, that the password for such User ID shall be changed no less frequently than every 90 days and that each Authorized User shall keep his User ID confidential; (d) it shall maintain written, up-to-date lists of current Authorized Users and provide such lists to Qumu within 5 Business Days of Qumu’s written request at any time or times; (e) it shall permit Qumu to audit the Client’s use of the Services in order to establish the name and User ID of each Authorized User. Such audit may be conducted no more than once per annum, at Qumu's expense (subject to clause 2.2(g)), and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business or more frequently without notice, where Qumu suspects fraud or material breach by the Client of its obligations under this Agreement; and‌ (f) if any of the audits referred to in clause 2.2(e) reveal that any User ID has been provided to any individual who is not an Authorized User, then without prejudice to Qumu's other rights, the Client shall promptly disable such User ID and shall not issue any new User ID to any such individual; and (g) if any of the audits referred to in clause 2.2(e) reveal that the Client has underpaid Fees to Qumu, the Client shall pay to Qumu an amount equal to such underpayment as calculated in accordance with the Order Form, together‌ with the reasonable costs of the audit as notified by Qumu to the Client, within 20 Business Days of the date of the relevant audit. (h) During the course of its use of the Services, the Client shall not access, store, distribute or transmit any Viruses, or any material that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, color, sexual orientation, disability, or any other prohibited basis; or (vi) causes damage or injury to any person or property; and Qumu reserves the right, in its sole discretion and without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this clause, and delete such material, immediately on notice to the Client or without notice where it is not reasonably practicable to notify the Client in advance, in which case Qumu shall notify the Client as soon as reasonably practicable thereafter. 2.3 Subject to clause 2.5, the Client shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) 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 Services, the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services, the Software or Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Software, the Services and/or Documentation to provide services to third parties; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software, the Services and/or Documentation available to any third party; or (e) attempt to obtain, or assist third parties in obtaining, access to the Software, the Services and/or Documentation, other than as provided for under this clause 2. 2.4 Subject to clause 2.3, the Client shall be permitted to use the Services and the Documentation to create content which may be viewed by Viewers, and the Client may charge for such viewings. 2.5 The Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Software, the Services and/or the Documentation and, in the event of any such unauthorized access or use, the Client shall promptly notify Qumu.

Subscription to use the Services. ‌ 2.1 Subject to the Client paying the Fees in accordance with the this Agreement, the restrictions set out in this clause 2 and the other terms and conditions of the this Agreement, Qumu hereby grants to the Client a non-exclusive, non- transferable right to use the Services and the Documentation during the Subscription Period solely for the Client's internal business operations. 2.2 The Client undertakes that: (a) only Authorized Users (subject to clause 2.2(b) below) will create and edit content using the Servicescontent, publish live events and conferences using the Servicesconferences, or upload pre- pre-produced video content using the Servicescontent; (b) the maximum number of Administrators and Users that it authorizes to access and use the Services and the Documentation shall not exceed the maximum number of Administrators and Users allowed in relation to the Client’s chosen functionality package (as increased, if specified in the Order Form (or as increased, by written agreement between the partiesForm); (c) each Authorized User shall require and keep a secure User ID to use the Services and the Documentation, that the password for such User ID shall be changed no less frequently than every 90 days and that each Authorized User shall keep his User ID confidential; (d) it shall maintain written, up-to-date lists of current Authorized Users and provide such lists to Qumu within 5 Business Days of Qumu’s written request at any time or times; (e) it shall permit Qumu to audit the Client’s use of the Services in order to establish the name and User ID of each Authorized User. Such audit may be conducted no more than once per annumquarter, at Qumu's expense (subject to clause 2.2(g))expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business or more frequently without notice, where Qumu suspects fraud or material breach by the Client of its obligations under this Agreementbusiness; and‌and (f) if any of the audits referred to in clause 2.2(e) reveal that any User ID has been provided to any individual who is not an Authorized User, then without prejudice to Qumu's other rights, the Client shall promptly disable such User ID and shall not issue any new User ID to any such individual; and (g) if any of the audits referred to in clause 2.2(e) reveal that the Client has underpaid Fees to Qumu, the Client shall pay to Qumu an amount equal to such underpayment as calculated in accordance with the Order Form, together‌ with the reasonable costs of the audit as notified by Qumu to the Client, Form within 20 Business Days of the date of the relevant audit. (h) During The Client shall not, during the course of its use of the Services, the Client shall not access, store, distribute or transmit any Viruses, or any material that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (iij) facilitates illegal activity; (iiik) depicts sexually explicit images; (ivl) promotes unlawful violence; (vm) is discriminatory based on race, gender, color, sexual orientation, disability, or any other prohibited basis; or (vin) causes damage or injury to any person or property; and Qumu reserves the right, in its sole discretion and without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this clause, and delete such material, immediately on notice to the Client or without notice where it is not reasonably practicable to notify the Client in advance, in which case Qumu shall notify the Client as soon as reasonably practicable thereafter. 2.3 Subject to clause 2.5, the Client shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) 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 Services, the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services, the Software or Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Software, the Services and/or Documentation to provide services to third parties; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software, the Services and/or Documentation available to any third party; or (e) attempt to obtain, or assist third parties in obtaining, access to the Software, the Services and/or Documentation, other than as provided for under this clause 2. 2.4 Subject to clause 2.3, the Client shall be permitted to use the Services and the Documentation to create content which may be viewed by Viewers, and the Client may charge for such viewings. 2.5 The Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Software, the Services and/or the Documentation and, in the event of any such unauthorized access or use, the Client shall promptly notify Qumu.

Subscription to use the Services. ‌ 2.1 Subject to the Client paying the Fees in accordance with the Agreement, the restrictions set out in this clause 2 and the other terms and conditions of the Agreement, Qumu hereby grants to the Client a non-exclusive, non- transferable right to use the Services and the Documentation during the Subscription Period solely for the Client's internal business operations. 2.2 The Client undertakes that: (a) only Authorized Users (subject to clause 2.2(b) below) will create and edit content using the Services, publish live events and conferences using the Services, or upload pre- produced video content using the Services; (b) the maximum number of Administrators and Authorized Users that it authorizes to access and use the Services and the Documentation shall not exceed the maximum number of Administrators and Authorized Users allowed in relation to the Client’s chosen functionality package offering as specified in the Order Form (or as increased, by written agreement between the parties); (c) each Authorized User shall require and keep a secure User ID to use the Services and the Documentation, that the password for such User ID shall be changed no less frequently than every 90 days and that each Authorized User shall keep his User ID confidential; (d) it shall maintain written, up-to-date lists of current Authorized Users and provide such lists to Qumu within 5 Business Days of Qumu’s written request at any time or times; (e) it shall permit Qumu to audit the Client’s use of the Services in order to establish the name and User ID of each Authorized User. Such audit may be conducted no more than once per annum, at Qumu's expense (subject to clause 2.2(g)), and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business or more frequently without notice, where Qumu suspects fraud or material breach by the Client of its obligations under this Agreement; and‌Agreement;‌ (f) if any of the audits referred to in clause 2.2(e) reveal that any User ID has been provided to any individual who is not an Authorized User, then without prejudice to Qumu's other rights, the Client shall promptly disable such User ID and shall not issue any new User ID to any such individual; and; (g) if any of the audits referred to in clause 2.2(e) reveal that the Client has underpaid Fees to Qumu, the Client shall pay to Qumu an amount equal to such underpayment as calculated in accordance with the Order Form, together‌ together with the reasonable costs of the audit as notified by Qumu to the Client, within 20 Business Days of the date of the relevant audit.; and‌ (h) During the course of its use of the Services, the Client shall not access, store, distribute or transmit any Viruses, or any material that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, color, sexual orientation, disability, or any other prohibited basis; or (vi) causes damage or injury to any person or property; and Qumu reserves the right, in its sole discretion and without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this clause, and delete such material, immediately on notice to the Client or without notice where it is not reasonably practicable to notify the Client in advance, in which case Qumu shall notify the Client as soon as reasonably practicable thereafter. 2.3 Subject to clause 2.5, the Client shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) 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 Services, the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services, the Software or Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Software, the Services and/or Documentation to provide services to third parties; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software, the Services and/or Documentation available to any third party; or (e) attempt to obtain, or assist third parties in obtaining, access to the Software, the Services and/or Documentation, other than as provided for under this clause 2. 2.4 Subject to clause 2.3, the Client shall be permitted to use the Services and the Documentation to create content which may be viewed by Viewers, and the Client may charge for such viewings. 2.5 The Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Software, the Services and/or the Documentation and, in the event of any such unauthorized access or use, the Client shall promptly notify Qumu.

Subscription to use the Services. ‌ 2.1 Subject to the Client paying the Fees in accordance with the Agreement, the restrictions set out in this clause 2 and the other terms and conditions of the Agreement, Qumu hereby grants to the Client a limited, worldwide, non- exclusive, non-exclusive, non- transferable right to use the Services and the Documentation during the Subscription Period solely for the Client's internal business operations. 2.2 The Client undertakes that: (a) only Authorized Users (subject to clause 2.2(b) below) will create and edit content using the Services, publish live events and conferences using the Services, or upload pre- produced video content using the Services; (b) the maximum number of Administrators and Authorized Users that it authorizes to access and use the Services and the Documentation shall not exceed the maximum number of Administrators and Authorized Users allowed in relation to the Client’s chosen functionality package as specified in the Order Form (or as increased, by written agreement between the parties). No two individuals may log onto or use the Services as the same Authorized User, but the Client through its Administrator may unregister or deactivate Authorized Users and replace them with other Authorized Users without penalty, so long as the number of active Authorized Users registered at any one time does not exceed the maximum number permitted under the applicable Order Form; (c) each Authorized User shall require and keep a secure User ID to use the Services and the Documentation, that the password for such User ID shall be changed no less frequently than every 90 days and that each Authorized User shall keep his User ID confidential; (d) it shall maintain written, up-to-date lists of current Authorized Users and provide such lists to Qumu within 5 Business Days of Qumu’s written request at any time or times; (e) it shall permit Qumu to audit the Client’s use of the Services in order to establish the name and User ID of each Authorized User. Such audit may be conducted no more than once per annum, at Qumu's expense (subject to clause 2.2(g)), and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business or more frequently without notice, where Qumu suspects fraud or material breach by the Client of its obligations under this Agreement; and‌Agreement;‌ (f) if any of the audits referred to in clause 2.2(e) reveal that any User ID has been provided to any individual who is not an Authorized User, then without prejudice to Qumu's other rights, the Client shall promptly disable such User ID and shall not issue any new User ID to any such individual; and; (g) if any of the audits referred to in clause 2.2(e) reveal that the Client has underpaid Fees to Qumu, the Client shall pay to Qumu an amount equal to such underpayment as calculated in accordance with the Order Form, together‌ together with the reasonable costs of the audit as notified by Qumu to the Client, within 20 Business Days of the date of the relevant audit.; and‌ (h) During during the course of its use of the Services, the Client shall not access, store, distribute or transmit any Viruses, or any material that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, color, sexual orientation, disability, or any other prohibited basis; or (vi) causes damage or injury to any person or property; and Qumu reserves the right, in its sole discretion and without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this clause, and delete such material, immediately on notice to the Client or without notice where it is not reasonably practicable to notify the Client in advance, in which case Qumu shall notify the Client as soon as reasonably practicable thereafter. 2.3 Subject to clause 2.5, the Client shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) 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 Services, the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services, the Software or Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Software, the Services and/or Documentation to provide services to third parties; or (d) license, sell, rent, lease, transfer, assign, distribute, or display, disclose, or otherwise commercially exploit, or otherwise make the Software, the Services and/or Documentation available to any third party; or (e) attempt to obtain, or assist third parties in obtaining, access to the Software, the Services and/or Documentation, other than as provided for under this clause 2. 2.4 Subject to clause 2.3, the Client shall be permitted to use the Services and the Documentation to create content which may be viewed by Viewers, and the Client may charge for such viewings. 2.5 The Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Software, the Services and/or the Documentation and, in the event of any such unauthorized access or use, the Client shall promptly notify Qumu.

Subscription to use the Services. ‌ 2.1 2.1. Subject to the Client paying the Fees in accordance with the Agreement, the restrictions set out in this clause 2 and the other terms and conditions of the Agreement, Qumu Display5 (through its Reseller, as the case may be) hereby grants to the Client a non-exclusive, non- non-transferable right to use the Services and the Documentation during the Subscription Period solely for the Client's ’s internal business operations. 2.2 2.2. The Client undertakes that: (a) only Authorized Users (subject to clause 2.2(b) below) will create and edit content using the Services, publish live events and conferences Shows using the Services, or upload pre- produced video preproduced content using the Services; (b) the maximum number of Administrators Administrators, Players and Users that it authorizes to access and use the Services and the Documentation shall not exceed the maximum number of Administrators Administrators, Players and Users allowed in relation to the Client’s chosen functionality package as specified in the Order Form (or as increased, by written agreement between the parties); (c) each Authorized User shall require and keep a secure User ID to use the Services and the Documentation, that the password for such User ID shall be changed no less frequently than every 90 days and that each Authorized User shall keep his User ID confidential; (d) it will register each Player, playing a Display5 Show, in the system; (e) it shall maintain written, up-to-up to date lists of current Authorized Users and provide such lists to Qumu Display5 or the applicable Reseller, within 5 Business Days of Qumu’s a written request at any time or times; (ef) it shall permit Qumu the Provider and/or Display5, as the case may be, to audit the Client’s use of the Services in order to establish the name and User ID of each Authorized UserUser and/or the registered Players and the use of Display5 Software modules. Such audit may be conducted no more than once per annum, at Qumu's the Provider’s (or Display5’s, as the case may be), expense (subject to clause 2.2(g2.2(i)), and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's ’s normal conduct of business or more frequently without notice, where Qumu the Provider or Display5, as the case may be, suspects fraud or material breach by the Client of its obligations under this Agreement; and‌; (fg) if any of the audits referred to in clause 2.2(e2.2(f) reveal that any User ID has been provided to any individual who is not an Authorized User, then without prejudice to Qumu's other rightsany rights of Display5 or Reseller, the Client shall promptly disable such User ID and shall not issue any new User ID to any such individual; and; (gh) if any of the audits referred to in clause 2.2(e2.2(f) reveal that the number of Players, playing Shows, exceeds the number of Authorized Players, then without prejudice to any rights of Display5 or Reseller, the Client shall promptly disable such Players and shall not register any new Players; (i) if any of the audits referred to in clause 2.2(f) reveal that the Client has underpaid Fees to Qumuhereunder, the Client shall pay to Qumu the Provider an amount equal to such underpayment as calculated in accordance with the Order Form, together‌ together with the reasonable costs of the audit as notified by Qumu the Provider to the Client, within 20 Business Days of the date of the relevant audit.; and (hj) During during the course of its use of the Services, the Client shall not access, store, distribute or transmit any Viruses, or and the Client shall not use the Services in connection with any material that: (i) i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) . facilitates illegal activity; (iii) . depicts sexually explicit images; (iv) . promotes unlawful violence; (v) v. is discriminatory based on race, gender, color, sexual orientation, disability, or any other prohibited basis; or (vi) . causes damage or injury to any person or property; and Qumu reserves the rightClient acknowledges that Display5 may, in its sole discretion and without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this clause, and delete such material, immediately on notice to the Client or without notice where it is not reasonably practicable to notify the Client in advance, in which case Qumu the Provider shall notify the Client as soon as reasonably practicable thereafter. 2.3 2.3. Subject to clause 2.5, the Client shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) i. 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 Services, the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) . attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services, the Software or Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Software, the Services and/or Documentation to provide services to third parties; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software, the Services and/or Documentation available to any third party; or (e) attempt to obtain, or assist third parties in obtaining, access to the Software, the Services and/or Documentation, other than as provided for under this clause 2. 2.4 2.4. Subject to clause 2.3, the Client shall be permitted to use the Services and the Documentation to create content content, or Shows, which may be viewed by Viewers, and the Client may charge for such viewings. 2.5 2.5. The Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Software, the Services and/or the Documentation and, in the event of any such unauthorized access or use, the Client shall promptly notify Qumuthe Provider.