Common use of Usage Rights Clause in Contracts

Usage Rights. 2.1 Customer’s and its Listed Affiliates’ Usage Rights are specified in the Product Order and applicable Product Terms. Unless explicitly stated otherwise, such Usage Rights shall be on a non-exclusive and non-transferable basis. 2.2 The Agreement does not convey to Customer title to or ownership of the Product(s), Content, Documentation or Deliverables, but only a right of limited use on the terms and conditions set forth herein and in the Product Order (and any applicable Product Terms and Professional Services Terms). All rights not expressly granted by SSS to Customer are reserved by SSS and its licensors. 2.3 The Product(s), Content and Deliverables may contain proprietary and/or Third Party Software components that are subject to additional or different licence and notice terms. If so, Customer shall (and shall procure that any Listed Affiliates and its and their Authorised Users shall) comply with all applicable licence and notice terms identified in the Product Order (or applicable Product Terms) or notified by SSS to Customer from time to time. 2.4 Customer and Listed Affiliates may exercise the Usage Rights through Authorised Users. Customer is responsible and liable for all uses of the Product(s), Content, Documentation and Deliverables resulting from access provided by Customer or any Listed Affiliate, directly or indirectly, whether such access or use is permitted by, or in violation of, the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Listed Affiliates and Authorised Users, and any act or omission of a Listed Affiliate or an Authorised User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall make all Listed Affiliates and Authorised Users aware of the provisions of the Agreement as applicable to such Listed Affiliates’ and Authorised Users’ use of the Product(s), Content, Documentation or Deliverables and shall cause Listed Affiliates and Authorised Users to comply with such provisions. 2.5 Customer may make a reasonable number of copies of the SaaL Product(s) and Documentation solely for back-up and archival purposes. When doing so, Customer shall reproduce and include all copyright, trade marks (whether registered or unregistered), and other proprietary rights notices on any copies it makes (or has made) of the SaaL Product(s) and Documentation, including partial copies. Any copies Customer makes (or has made) of the SaaL Product(s) or Documentation, in whole or in part, are the property of SSS (and its licensors). 2.6 In addition to SSS’s suspension rights under Section 8.5.2 below, SSS may directly or indirectly, suspend or otherwise deny Customer’s (including any Authorised User’s) access to, or use of, all or any part of a SaaS Product or any Services provided under a Product Order without incurring any resulting obligation or liability, if: 2.6.1 SSS reasonably determines that: (a) there is a threat or attack on the SaaS Product or the Services; (b) Customer’s or any Authorised User’s use of the SaaS Product or the Services disrupts or poses a security risk to SSS, the SaaS Product or the Services or to any other customer or vendor of SSS; (c) Customer, or any Authorised User, is using the SaaS Product or the Services for fraudulent or illegal activities; (d) Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (e) SSS’s provision of the SaaS Product(s) or the Services to Customer or any Authorised User is prohibited by applicable law; 2.6.2 any vendor of SSS has suspended or terminated SSS’s access to or use of any third party services or products required to enable SSS to provide, or Customer to access, the SaaS Product(s) or the Services; or 2.6.3 Customer is in breach of the Usage Rights (or any other access and/or license terms and restrictions) specified under the Agreement. 2.7 SSS shall use commercially reasonable efforts to provide written notice of any Suspension and to provide updates regarding resumption of access to the SaaS Product(s) and/or the Services (as applicable) following any Suspension. SSS shall use commercially reasonable efforts to resume providing access to the SaaS Product(s) and/or the Services (as applicable) as soon as reasonably possible after the event giving rise to the Suspension is cured. SSS will have no liability for any damage, liabilities, losses (including any loss of data or profits), expenses, or any other consequences that Customer may incur as a result of a Suspension or as a result of suspension in accordance with Section 8.5.2 of these Master Terms. Section 2.6 and this Section 2.7 do not limit any of SSS’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSS’s rights to terminate the Agreement). 2.8 SSS reserves the right, in its sole discretion, to charge Customer, and Customer agrees to pay, any charges, fees or other costs incurred by SSS in resuming the provision of access to the Product(s) or Services following a Suspension, or any suspension in accordance with Section 8.5.2 of these Master Terms that is caused by, or attributed to, in SSS’s opinion, Customer or any Authorised User. 2.9 Without prejudice to SSS’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSS’s rights to terminate the Agreement), if any unauthorised use is made of the Product(s), Content or Documentation and such unauthorised use is attributable to any act or omission of, or through, Customer (including breach of any of the provisions of the Agreement), then Customer shall immediately be liable to pay SSS an amount equal to the fees that SSS would have charged, had SSS authorised the unauthorised use at the beginning of the period of that unauthorised use, together with interest at the rate of four per cent (4%) per annum above Barclays Bank Plc’s current base rate from time to time; this interest will begin to accrue on the date on which that unauthorised use started and will accumulate on the outstanding balance on a daily basis until paid in accordance with this Section 2.9.

Usage Rights. 2.1 Customer’s and its Listed Affiliates’ Usage Rights are specified in the Product Order and applicable Product Terms. Unless explicitly stated otherwise, such Usage Rights shall be on a non-exclusive and non-transferable basis. 2.2 The Agreement does not convey to Customer title to or ownership of the Product(s), Content, Documentation or Deliverables, but only a right of limited use on the terms and conditions set forth herein and in the Product Order (and any applicable Product Terms and Professional Services Terms). All rights not expressly granted by SSS Capita to Customer are reserved by SSS Capita and its licensors. 2.3 The Product(s), Content and Deliverables may contain proprietary and/or Third Party Software components that are subject to additional or different licence and notice terms. If so, Customer shall (and shall procure that any Listed Affiliates and its and their Authorised Users shall) comply with all applicable licence and notice terms identified in the Product Order (or applicable Product Terms) or notified by SSS Capita to Customer from time to time. 2.4 Customer and Listed Affiliates may exercise the Usage Rights through Authorised Users. Customer is responsible and liable for all uses of the Product(s), Content, Documentation and Deliverables resulting from access provided by Customer or any Listed Affiliate, directly or indirectly, whether such access or use is permitted by, or in violation of, the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Listed Affiliates and Authorised Users, and any act or omission of a Listed Affiliate or an Authorised User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall make all Listed Affiliates and Authorised Users aware of the provisions of the Agreement as applicable to such Listed Affiliates’ and Authorised Users’ use of the Product(s), Content, Documentation or Deliverables and shall cause Listed Affiliates and Authorised Users to comply with such provisions. 2.5 Customer may make a reasonable number of copies of the SaaL Product(s) and Documentation solely for back-up and archival purposes. When doing so, Customer shall reproduce and include all copyright, trade marks (whether registered or unregistered), and other proprietary rights notices on any copies it makes (or has made) of the SaaL Product(s) and Documentation, including partial copies. Any copies Customer makes (or has made) of the SaaL Product(s) or Documentation, in whole or in part, are the property of SSS Capita (and its licensors). 2.6 In addition to SSSCapita’s suspension rights under Section 8.5.2 below, SSS Capita may directly or indirectly, suspend or otherwise deny Customer’s (including any Authorised User’s) access to, or use of, all or any part of a SaaS Product or any Services provided under a Product Order without incurring any resulting obligation or liability, if: 2.6.1 SSS Capita reasonably determines that: (a) there is a threat or attack on the SaaS Product or the Services; (b) Customer’s or any Authorised User’s use of the SaaS Product or the Services disrupts or poses a security risk to SSSCapita, the SaaS Product or the Services or to any other customer or vendor of SSSCapita; (c) Customer, or any Authorised User, is using the SaaS Product or the Services for fraudulent or illegal activities; (d) Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (e) SSSCapita’s provision of the SaaS Product(s) or the Services to Customer or any Authorised User is prohibited by applicable law; 2.6.2 any vendor of SSS Capita has suspended or terminated SSSCapita’s access to or use of any third party services or products required to enable SSS Capita to provide, or Customer to access, the SaaS Product(s) or the Services; or 2.6.3 Customer is in breach of the Usage Rights (or any other access and/or license terms and restrictions) specified under the Agreement. 2.7 SSS Capita shall use commercially reasonable efforts to provide written notice of any Suspension and to provide updates regarding resumption of access to the SaaS Product(s) and/or the Services (as applicable) following any Suspension. SSS Capita shall use commercially reasonable efforts to resume providing access to the SaaS Product(s) and/or the Services (as applicable) as soon as reasonably possible after the event giving rise to the Suspension is cured. SSS Capita will have no liability for any damage, liabilities, losses (including any loss of data or profits), expenses, or any other consequences that Customer may incur as a result of a Suspension or as a result of suspension in accordance with Section 8.5.2 of these Master Terms. Section 2.6 and this Section 2.7 do not limit any of SSSCapita’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSSCapita’s rights to terminate the Agreement). 2.8 SSS Capita reserves the right, in its sole discretion, to charge Customer, and Customer agrees to pay, any charges, fees or other costs incurred by SSS Capita in resuming the provision of access to the Product(s) or Services following a Suspension, or any suspension in accordance with Section 8.5.2 of these Master Terms that is caused by, or attributed to, in SSSCapita’s opinion, Customer or any Authorised User. 2.9 Without prejudice to SSSCapita’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSSCapita’s rights to terminate the Agreement), if any unauthorised use is made of the Product(s), Content or Documentation and such unauthorised use is attributable to any act or omission of, or through, Customer (including breach of any of the provisions of the Agreement), then Customer shall immediately be liable to pay SSS Capita an amount equal to the fees that SSS Capita would have charged, had SSS Capita authorised the unauthorised use at the beginning of the period of that unauthorised use, together with interest at the rate of four per cent (4%) per annum above Barclays Bank Plc’s current base rate from time to time; this interest will begin to accrue on the date on which that unauthorised use started and will accumulate on the outstanding balance on a daily basis until paid in accordance with this Section 2.9.

Usage Rights. 2.1 3.1 Subject to Customer’s and its Listed Affiliates’ and their respective Authorized Users’ continuing compliance with the terms and conditions of the Agreement, Retain grants to Customer during the applicable Usage Period, the Usage Rights are specified in the applicable Product Order and any applicable Product Terms. Unless explicitly stated otherwiseotherwise in the applicable Product Order or applicable Product Terms, such Usage Rights shall be on a non-exclusive and non-transferable transferrable basis. 2.2 3.2 The Products and any Content, Documentation and Deliverables are not sold to Customer. The Agreement does not convey to Customer title to or ownership of the Product(s)Products, Content, Documentation or Deliverables, but only a right of limited use on the terms and conditions set forth herein and in the applicable Product Order (and any applicable Product Terms and Professional Services Terms). All rights not expressly granted by SSS Retain to Customer are reserved by SSS Retain and its licensors. 2.3 3.3 The Product(s)Products, Content and Deliverables may contain proprietary and/or Third Party Software components that are subject to additional or different licence license and notice terms. If so, Customer shall (and shall procure that any Listed Licensed Affiliates and its and their Authorised Authorized Users shall) comply with all applicable licence license and notice terms identified in on the applicable Product Order (or applicable Product Terms) or notified by SSS Retain to Customer from time to time. 2.4 3.4 Customer and Listed Affiliates may exercise the Usage Rights granted in the applicable Product Terms through Authorised Authorized Users. Customer is responsible and liable for all uses of the Product(s)Products, Content, Documentation and Deliverables resulting from access provided by Customer or any Listed Affiliate, directly or indirectly, whether such access or use is permitted by, by or in violation of, of the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Listed Affiliates and Authorised Authorized Users, and any act or omission of a Listed Affiliate or an Authorised Authorized User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall make all Listed Affiliates and Authorised Authorized Users aware of the provisions of the Agreement as applicable to such Listed Affiliates’ Affiliates and Authorised Authorized Users’ use of the Product(s)Products, Content, Documentation or Deliverables and shall cause Listed Affiliates and Authorised Authorized Users to comply with such provisions. 2.5 3.5 Customer may make a reasonable number of copies of the SaaL Product(s) Products and Documentation solely for back-up and archival purposes. When doing so, Customer shall reproduce and include all copyright, trade marks (whether registered or unregistered)trademark, and other proprietary rights notices on any copies it makes (or has made) of the SaaL Product(s) Products and Documentation, including partial copies. Any copies Customer makes (or has made) of the SaaL Product(s) Products or Documentation, in whole or in part, are the property of SSS Retain (and its licensors). 2.6 In addition to SSS’s suspension rights under Section 8.5.2 below, SSS may directly or indirectly, suspend or otherwise deny Customer’s (including any Authorised User’s) access to, or use of, all or any part of a SaaS Product or any Services provided under a Product Order without incurring any resulting obligation or liability, if: 2.6.1 SSS reasonably determines that: (a) there is a threat or attack on the SaaS Product or the Services; (b) Customer’s or any Authorised User’s use of the SaaS Product or the Services disrupts or poses a security risk to SSS, the SaaS Product or the Services or to any other customer or vendor of SSS; (c) Customer, or any Authorised User, is using the SaaS Product or the Services for fraudulent or illegal activities; (d) Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (e) SSS’s provision of the SaaS Product(s) or the Services to Customer or any Authorised User is prohibited by applicable law; 2.6.2 any vendor of SSS has suspended or terminated SSS’s access to or use of any third party services or products required to enable SSS to provide, or Customer to access, the SaaS Product(s) or the Services; or 2.6.3 Customer is in breach of the Usage Rights (or any other access and/or license terms and restrictions) specified under the Agreement. 2.7 SSS shall use commercially reasonable efforts to provide written notice of any Suspension and to provide updates regarding resumption of access to the SaaS Product(s) and/or the Services (as applicable) following any Suspension. SSS shall use commercially reasonable efforts to resume providing access to the SaaS Product(s) and/or the Services (as applicable) as soon as reasonably possible after the event giving rise to the Suspension is cured. SSS will have no liability for any damage, liabilities, losses (including any loss of data or profits), expenses, or any other consequences that Customer may incur as a result of a Suspension or as a result of suspension in accordance with Section 8.5.2 of these Master Terms. Section 2.6 and this Section 2.7 do not limit any of SSS’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSS’s rights to terminate the Agreement). 2.8 SSS reserves the right, in its sole discretion, to charge Customer, and Customer agrees to pay, any charges, fees or other costs incurred by SSS in resuming the provision of access to the Product(s) or Services following a Suspension, or any suspension in accordance with Section 8.5.2 of these Master Terms that is caused by, or attributed to, in SSS’s opinion, Customer or any Authorised User. 2.9 Without prejudice to SSS’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSS’s rights to terminate the Agreement), if any unauthorised use is made of the Product(s), Content or Documentation and such unauthorised use is attributable to any act or omission of, or through, Customer (including breach of any of the provisions of the Agreement), then Customer shall immediately be liable to pay SSS an amount equal to the fees that SSS would have charged, had SSS authorised the unauthorised use at the beginning of the period of that unauthorised use, together with interest at the rate of four per cent (4%) per annum above Barclays Bank Plc’s current base rate from time to time; this interest will begin to accrue on the date on which that unauthorised use started and will accumulate on the outstanding balance on a daily basis until paid in accordance with this Section 2.9.

Usage Rights. 2.1 3.1. Subject to Customer’s and its Listed Affiliates’ and their respective Authorised Users’ continuing compliance with the terms and conditions of the Agreement, Capita grants to Customer during the applicable Usage Period, the Usage Rights are specified in the applicable Product Order and any applicable Product Terms. Unless explicitly stated otherwiseotherwise in the applicable Product Order or applicable Product Terms, such Usage Rights shall be on a non-exclusive and non-transferable transferrable basis. 2.2 3.2. The Products and any Content, Documentation and Deliverables are not sold to Customer. The Agreement does not convey to Customer title to or ownership of the Product(s)Products, Content, Documentation or Deliverables, but only a right of limited use on the terms and conditions set forth herein and in the applicable Product Order (and any applicable Product Terms and Professional Services Terms). All rights not expressly granted by SSS Capita to Customer are reserved by SSS Capita and its licensors. 2.3 3.3. The Product(s)Products, Content and Deliverables may contain proprietary and/or Third Party Software components that are subject to additional or different licence and notice terms. If so, Customer shall (and shall procure that any Listed Affiliates and its and their Authorised Users shall) comply with all applicable licence and notice terms identified in on the applicable Product Order (or applicable Product Terms) or notified by SSS Capita to Customer from time to time. 2.4 3.4. Customer and Listed Affiliates may exercise the Usage Rights granted in the applicable Product Terms through Authorised Users. Customer is responsible and liable for all uses of the Product(s)Products, Content, Documentation and Deliverables resulting from access provided by Customer or any Listed Affiliate, directly or indirectly, whether such access or use is permitted by, by or in violation of, of the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Listed Affiliates and Authorised Users, and any act or omission of a Listed Affiliate or an Authorised User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall make all Listed Affiliates and Authorised Users aware of the provisions of the Agreement as applicable to such Listed Affiliates’ and Authorised Users’ use of the Product(s)Products, Content, Documentation or Deliverables and shall cause Listed Affiliates and Authorised Users to comply with such provisions. 2.5 3.5. Customer may make a reasonable number of copies of the SaaL Product(s) Products and Documentation solely for back-back- up and archival purposes. When doing so, Customer shall reproduce and include all copyright, trade marks (whether registered or unregistered), and other proprietary rights notices on any copies it makes (or has made) of the SaaL Product(s) Products and Documentation, including partial copies. Any copies Customer makes (or has made) of the SaaL Product(s) Products or Documentation, in whole or in part, are the property of SSS Capita (and its licensors). 2.6 3.6. Customer acknowledges that Capita reserves the right, in its sole discretion, to make any changes to the Products that it deems necessary or useful to: 3.6.1. maintain or enhance: 3.6.1.1. the quality or delivery of the Products; 3.6.1.2. the competitive strength of or market for Capita’s services; or 3.6.1.3. the cost efficiency or performance of the Products; or 3.6.2. to comply with applicable law. 3.7. In addition to SSSCapita’s suspension rights under Section 8.5.2 9.5.2 below, SSS Capita may directly or indirectly, suspend or otherwise deny Customer’s (including any Authorised User’s) access to, or use of, all or any part of a SaaS Product Product(s) or any Services provided under a Product Order without incurring any resulting obligation or liability, if: 2.6.1 SSS 3.7.1. Capita reasonably determines that: (a) 3.7.1.1. there is a threat or attack on the SaaS Product Product(s) or the Services; (b) 3.7.1.2. Customer’s or any Authorised User’s use of the SaaS Product Product(s) or the Services disrupts or poses a security risk to SSSCapita, the SaaS Product Product(s) or the Services or to any other customer or vendor of SSSCapita; (c) 3.7.1.3. Customer, or any Authorised User, is using the SaaS Product Product(s) or the Services for fraudulent or illegal activities; (d) Customer 3.7.1.4. Capita has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (e) SSS3.7.1.5. Capita’s provision of the SaaS Product(s) or the Services to Customer or any Authorised User is prohibited by applicable law; 2.6.2 3.7.2. any vendor of SSS Capita has suspended or terminated SSSCapita’s access to or use of any third party services or products required to enable SSS Capita to provide, or Customer to access, the SaaS Product(s) or the Services; or 2.6.3 3.7.3. Customer is in breach of the Usage Rights (or any other access and/or license terms and restrictions) specified under the Agreement. 2.7 SSS 3.8. Capita shall use commercially reasonable efforts to provide written notice of any Suspension and to provide updates regarding resumption of access to the SaaS Product(s) and/or the Services (as applicable) following any Suspension. SSS Capita shall use commercially reasonable efforts to resume providing access to the SaaS Product(s) and/or the Services (as applicable) as soon as reasonably possible after the event giving rise to the Suspension is cured. SSS Capita will have no liability for any damage, liabilities, losses (including any loss of data or profits), expenses, or any other consequences that Customer may incur as a result of a Suspension or as a result of suspension in accordance with Section 8.5.2 9.5.2 of these Master Terms. Section 2.6 3.7 and this Section 2.7 3.8 do not limit any of SSSCapita’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSSCapita’s rights to terminate the AgreementAgreement or any Product Order). 2.8 SSS 3.9. Capita reserves the right, in its sole discretion, to charge Customer, and Customer Xxxxxxxx agrees to pay, any charges, fees or other costs incurred by SSS Capita in resuming the provision of access to the Product(s) or Services following a Suspension, or any suspension in accordance with Section 8.5.2 9.5.2 of these Master Terms that is caused by, or attributed to, in SSSXxxxxx’s opinion, Customer or any Authorised User. 2.9 3.10. Without prejudice to SSSCapita’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSSCapita’s rights to terminate the AgreementAgreement or any Product Order), if any unauthorised use is made of the Product(s), Content or Documentation and such unauthorised use is attributable to any act or omission of, or through, Customer (including breach of any of the provisions of the Agreement), then Customer shall immediately be liable to pay SSS Capita an amount equal to the fees that SSS Capita would have charged, had SSS Capita authorised the unauthorised use at the beginning of the period of that unauthorised use, together with interest at the rate of four per cent (4%) 8% per annum above Barclays Bank Plc’s current base rate from time to time; this interest will begin to accrue on the day the date on which that unauthorised use started and will accumulate on the outstanding balance on a daily basis until paid in accordance with this Section 2.93.10.

Usage Rights. 2.1 3.1. Subject to Customer’s and its Listed Affiliates’ and their respective Authorised Users’ continuing compliance with the terms and conditions of the Agreement, Capita grants to Customer during the applicable Usage Period, the Usage Rights are specified in the applicable Product Order and any applicable Product Terms. Unless explicitly stated otherwiseotherwise in the applicable Product Order or applicable Product Terms, such Usage Rights shall be on a non-exclusive non‐exclusive and non-transferable non‐transferrable basis. 2.2 3.2. The Products and any Content, Documentation and Deliverables are not sold to Customer. The Agreement does not convey to Customer title to or ownership of the Product(s)Products, Content, Documentation or Deliverables, but only a right of limited use on the terms and conditions set forth herein and in the applicable Product Order (and any applicable Product Terms and Professional Services Terms). All rights not expressly granted by SSS Capita to Customer are reserved by SSS Capita and its licensors. 2.3 3.3. The Product(s)Products, Content and Deliverables may contain proprietary and/or Third Party Software components that are subject to additional or different licence and notice terms. If so, Customer shall (and shall procure that any Listed Affiliates and its and their Authorised Users shall) comply with all applicable licence and notice terms identified in on the applicable Product Order (or applicable Product Terms) or notified by SSS Capita to Customer from time to time. 2.4 3.4. Customer and Listed Affiliates may exercise the Usage Rights granted in the applicable Product Terms through Authorised Users. Customer is responsible and liable for all uses of the Product(s)Products, Content, Documentation and Deliverables resulting from access provided by Customer or any Listed Affiliate, directly or indirectly, whether such access or use is permitted by, by or in violation of, of the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Listed Affiliates and Authorised Users, and any act or omission of a Listed Affiliate or an Authorised User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall make all Listed Affiliates and Authorised Users aware of the provisions of the Agreement as applicable to such Listed Affiliates’ and Authorised Users’ use of the Product(s)Products, Content, Documentation or Deliverables and shall cause Listed Affiliates and Authorised Users to comply with such provisions. 2.5 3.5. Customer may make a reasonable number of copies of the SaaL Product(s) Products and Documentation solely for back-back‐ up and archival purposes. When doing so, Customer shall reproduce and include all copyright, trade marks (whether registered or unregistered), and other proprietary rights notices on any copies it makes (or has made) of the SaaL Product(s) Products and Documentation, including partial copies. Any copies Customer makes (or has made) of the SaaL Product(s) Products or Documentation, in whole or in part, are the property of SSS Capita (and its licensors). 2.6 3.6. Customer acknowledges that Capita reserves the right, in its sole discretion, to make any changes to the Products that it deems necessary or useful to: 3.6.1. maintain or enhance: 3.6.1.1. the quality or delivery of the Products; 3.6.1.2. the competitive strength of or market for Capita’s services; or 3.6.1.3. the cost efficiency or performance of the Products; or 3.6.2. to comply with applicable law. 3.7. In addition to SSSCapita’s suspension rights under Section 8.5.2 9.5.2 below, SSS Capita may directly or indirectly, suspend or otherwise deny Customer’s (including any Authorised User’s) access to, or use of, all or any part of a SaaS Product Product(s) or any Services provided under a Product Order without incurring any resulting obligation or liability, if: 2.6.1 SSS 7.1. Capita reasonably determines that: (a) 3.7.1.1. there is a threat or attack on the SaaS Product Product(s) or the Services; (b) 3.7.1.2. Customer’s or any Authorised User’s use of the SaaS Product Product(s) or the Services disrupts or poses a security risk to SSSCapita, the SaaS Product Product(s) or the Services or to any other customer or vendor of SSSCapita; (c) 3.7.1.3. Customer, or any Authorised User, is using the SaaS Product Product(s) or the Services for fraudulent or illegal activities; (d) Customer 3.7.1.4. Capita has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (e) SSS3.7.1.5. Capita’s provision of the SaaS Product(s) or the Services to Customer or any Authorised User is prohibited by applicable law; 2.6.2 any vendor of SSS has suspended or terminated SSS’s access to or use of any third party services or products required to enable SSS to provide, or Customer to access, the SaaS Product(s) or the Services; or 2.6.3 Customer is in breach of the Usage Rights (or any other access and/or license terms and restrictions) specified under the Agreement. 2.7 SSS shall use commercially reasonable efforts to provide written notice of any Suspension and to provide updates regarding resumption of access to the SaaS Product(s) and/or the Services (as applicable) following any Suspension. SSS shall use commercially reasonable efforts to resume providing access to the SaaS Product(s) and/or the Services (as applicable) as soon as reasonably possible after the event giving rise to the Suspension is cured. SSS will have no liability for any damage, liabilities, losses (including any loss of data or profits), expenses, or any other consequences that Customer may incur as a result of a Suspension or as a result of suspension in accordance with Section 8.5.2 of these Master Terms. Section 2.6 and this Section 2.7 do not limit any of SSS’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSS’s rights to terminate the Agreement). 2.8 SSS reserves the right, in its sole discretion, to charge Customer, and Customer agrees to pay, any charges, fees or other costs incurred by SSS in resuming the provision of access to the Product(s) or Services following a Suspension, or any suspension in accordance with Section 8.5.2 of these Master Terms that is caused by, or attributed to, in SSS’s opinion, Customer or any Authorised User. 2.9 Without prejudice to SSS’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSS’s rights to terminate the Agreement), if any unauthorised use is made of the Product(s), Content or Documentation and such unauthorised use is attributable to any act or omission of, or through, Customer (including breach of any of the provisions of the Agreement), then Customer shall immediately be liable to pay SSS an amount equal to the fees that SSS would have charged, had SSS authorised the unauthorised use at the beginning of the period of that unauthorised use, together with interest at the rate of four per cent (4%) per annum above Barclays Bank Plc’s current base rate from time to time; this interest will begin to accrue on the date on which that unauthorised use started and will accumulate on the outstanding balance on a daily basis until paid in accordance with this Section 2.9.

Usage Rights. 2.1 Customer’s and its Listed Affiliates’ Usage Rights are specified in the Product Order and applicable Product Terms. Unless explicitly stated otherwise, such Usage Rights shall be on a non-exclusive and non-transferable basis. 2.2 The Agreement does not convey 3.1 Subject to Customer title to or ownership of the Product(s), Content, Documentation or Deliverables, but only a right of limited use on the terms of this SaaS Agreement, Service Provider grants to you the nontransferable and conditions set forth herein nonexclusive right to permit individuals authorized by you up to the number authorized in your quote or similar document or actual subscription package (each a "Named User") to remotely access the Services solely to the extent necessary to enter, access and manage Your Content for your own internal business purposes as permitted in the Product Order (and any applicable Product Terms and Professional Services Terms). All rights not expressly granted by SSS to Customer are reserved by SSS and its licensors. 2.3 The Product(s), Content and Deliverables may contain proprietary and/or Third Party Software components that are subject to additional or different licence and notice terms. If so, Customer shall (and shall procure that any Listed Affiliates and its and their Authorised Users shall) comply with all applicable licence and notice terms identified in the Product Order (or applicable Product Terms) or notified by SSS to Customer from time to time. 2.4 Customer and Listed Affiliates may exercise the Usage Rights through Authorised Users. Customer is responsible and liable for all uses of the Product(s), Content, Documentation and Deliverables resulting from access provided by Customer or any Listed Affiliate, directly or indirectly, whether such access or use is permitted by, or in violation of, the this Agreement. Without limiting the generality of the foregoingAs used in this Agreement, Customer is "you" and "your" will include all Named Users authorized under your account. You are responsible for all Named Users and all other individuals that are directly or indirectly authorized by you to access the Services. In addition, you are responsible for managing any changes to such Named Users. 3.2 You will not be entitled to license, sell, lease, rent, outsource or otherwise make available the Services to third parties, other than Named Users for which you have subscribed. You will be responsible for the acts and omissions of Listed Affiliates all such Named Users as if they were your acts and Authorised Usersomissions. 3.3 You will not remove notices and notations on or in the Services or Service Provider content that refer to copyrights, trademark rights, patent rights and other intellectual property rights. Unless expressly agreed otherwise in this Agreement, Service Provider owns all right, title and interest in any act and all patent rights, copyrights, trademark rights and other rights in the Services, as well as any improvements, design contributions or omission of derivative works to the Services conceived or created by either party to this SaaS Agreement. Except for the limited rights expressly granted in this SaaS Agreement, this SaaS Agreement does not transfer from Service Provider any proprietary right or interest in the Services. 3.4 Other than the rights granted under Section 3.1, you will not be granted a Listed Affiliate separate license to any software products or an Authorised User that would constitute a breach content utilized by Service Provider for the provision of the Agreement if taken by Customer Services. In particular, such software products or content (i) will not be deemed a breach installed on any computer, server or other device of the Agreement by Customer. Customer shall make all Listed Affiliates yours and Authorised Users aware of the provisions of the Agreement as applicable (ii) you have no claim to such Listed Affiliates’ and Authorised Users’ use of the Product(s), Content, Documentation or Deliverables and shall cause Listed Affiliates and Authorised Users to comply being provided with such provisionssoftware products or content in physical form. 2.5 Customer may make a reasonable number of copies of 3.5 The technology and the SaaL Product(s) software underlying the Site and Documentation solely for back-up and archival purposes. When doing so, Customer shall reproduce and include all copyright, trade marks (whether registered or unregistered), and other proprietary rights notices on any copies it makes (or has made) of the SaaL Product(s) and Documentation, including partial copies. Any copies Customer makes (or has made) of the SaaL Product(s) or Documentation, in whole or in part, Services are the property of SSS (Service Provider and/or Service Provider's affiliates, suppliers and its licensors). 2.6 In addition to SSS’s suspension rights under Section 8.5.2 belowpartners. You will not translate, SSS may directly or indirectlyde-compile, suspend reverse-engineer or otherwise deny Customer’s modify any parts of the Services. You will not, and will ensure that Named Users do not: (including i) circumvent the user authentication or security of the Site or Services or any Authorised User’s) access tohost, network, or account related thereto; (ii) use of, all or any part of a SaaS Product or application programming interface to access the Services other than those made available by Service Provider; (iii) mirror the Site on any Services provided under a Product Order without incurring server; (iv) make any resulting obligation or liability, if: 2.6.1 SSS reasonably determines that: (a) there is a threat or attack on the SaaS Product or the Services; (b) Customer’s or any Authorised User’s use of the SaaS Product Services that violates any applicable local, state, national, federal, international or the Services disrupts or poses a security risk to SSS, the SaaS Product or the Services or to any other customer or vendor of SSS; (c) Customer, or any Authorised User, is using the SaaS Product or the Services for fraudulent or illegal activities; (d) Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (e) SSS’s provision of the SaaS Product(s) or the Services to Customer or any Authorised User is prohibited by applicable foreign law; 2.6.2 any vendor of SSS has suspended or terminated SSS’s access to or use of any third party services or products required to enable SSS to provide, or Customer to access, the SaaS Product(s) or the Services; or 2.6.3 Customer is in breach of the Usage Rights (or any other access and/or license terms and restrictions) specified under the Agreement. 2.7 SSS shall . You will use commercially reasonable efforts to provide written notice prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure, or third party use of any Suspension your user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by you for entry into the Services. But this restriction will not apply to provide updates regarding resumption of Named Users access to the Services as permitted in this SaaS Product(s) and/or the Services (as applicable) following any Suspension. SSS shall use commercially reasonable efforts to resume providing access to the SaaS Product(s) and/or the Services (as applicable) as soon as reasonably possible after the event giving rise to the Suspension is cured. SSS will have no liability for any damage, liabilities, losses (including any loss of data or profits), expenses, or any other consequences that Customer may incur as a result of a Suspension or as a result of suspension in accordance with Section 8.5.2 of these Master Terms. Section 2.6 and this Section 2.7 do not limit any of SSS’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSS’s rights to terminate the Agreement). 2.8 SSS reserves the right, in its sole discretion, to charge Customer, and Customer agrees to pay, any charges, fees or other costs incurred by SSS in resuming the provision of access to the Product(s) or Services following a Suspension, or any suspension in accordance with Section 8.5.2 of these Master Terms that is caused by, or attributed to, in SSS’s opinion, Customer or any Authorised User. 2.9 Without prejudice to SSS’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSS’s rights to terminate the Agreement), if any unauthorised use is made of the Product(s), Content or Documentation and such unauthorised use is attributable to any act or omission of, or through, Customer (including breach of any of the provisions of the Agreement), then Customer shall immediately be liable to pay SSS an amount equal to the fees that SSS would have charged, had SSS authorised the unauthorised use at the beginning of the period of that unauthorised use, together with interest at the rate of four per cent (4%) per annum above Barclays Bank Plc’s current base rate from time to time; this interest will begin to accrue on the date on which that unauthorised use started and will accumulate on the outstanding balance on a daily basis until paid in accordance with this Section 2.9.

Usage Rights. 2.1 3.1 Customer’s and its Listed Affiliates’ and their respective Authorised Users’ Usage Rights during the applicable Usage Period are specified in the applicable Product Order and any applicable Product Terms. Unless explicitly stated otherwise, such Usage Rights shall be on a non-exclusive and non-transferable non- transferrable basis. 2.2 3.2 The Agreement does not convey to Customer title to or ownership of the Product(s)Products, Content, Documentation or Deliverables, but only a right of limited use on the terms and conditions set forth herein and in the applicable Product Order (and any applicable Product Terms and Professional Services Terms). All rights not expressly granted by SSS Capita to Customer are reserved by SSS Capita and its licensors. 2.3 3.3 The Product(s)Products, Content and Deliverables may contain proprietary and/or Third Party Software components that are subject to additional or different licence and notice termsterms which are identified in the applicable Product Order (or applicable Product Terms) or notified by Capita to Customer from time to time. If so, Customer shall (and shall procure that any Listed Affiliates and its and their Authorised Users shall) comply with all such applicable licence and notice terms identified in the Product Order (or applicable Product Terms) or notified by SSS to Customer from time to timeterms. 2.4 3.4 Customer and Listed Affiliates may exercise the Usage Rights through Authorised Users. Customer is responsible and liable for all uses of the Product(s)Products, Content, Documentation and Deliverables resulting from access provided by Customer or any Listed Affiliate, directly or indirectly, whether such access or use is permitted by, by or in violation of, of the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Listed Affiliates and Authorised Users, and any act or omission of a Listed Affiliate or an Authorised User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall make all Listed Affiliates and Authorised Users aware of the provisions of the Agreement as applicable to such Listed Affiliates’ and Authorised Users’ use of the Product(s), Content, Documentation or Deliverables and shall cause Listed Affiliates and Authorised Users to comply with such provisions. 2.5 3.5 Customer may make a reasonable number of copies of the SaaL Product(s) and Documentation solely for back-up and archival purposes. When doing so, Customer purposes which shall reproduce and include all copyright, trade marks (whether registered or unregistered), and other proprietary rights notices on any copies it makes (or has made) of the SaaL Product(s) and Documentation, including partial copies. Any copies Customer makes (or has made) of the SaaL Product(s) or Documentation, in whole or in part, are be the property of SSS Capita (and its licensors). 2.6 3.6 In addition to SSSCapita’s suspension rights under Section 8.5.2 9.6 below, SSS Capita may directly or indirectlyindirectly and with no liability towards the Customer, suspend or otherwise deny Customer’s (including any Authorised User’s) access to, or use of, all or any part of a SaaS Product Product(s) or any Services provided under a Product Order without incurring any resulting obligation or liability, if: 2.6.1 SSS 3.6.1 Capita reasonably determines that: (that a) there is a threat or attack on the SaaS Product Product(s) or the Services; (; b) Customer’s or any and/or its Listed Affiliates’ and their respective Authorised User’s Users’, use of the SaaS Product Product(s) or the Services disrupts or poses a security risk to SSSCapita, the SaaS Product Product(s) or the Services or to any other customer or vendor of SSS; (Capita; c) CustomerCustomer and/or its Listed Affiliates and their respective Authorised Users, or any Authorised User, is are using the SaaS Product Product(s) or the Services for fraudulent or illegal activities; (activities or are in breach of the Usage Rights; d) Customer has ceased been subject to continue its business in the ordinary course, made an assignment for the benefit of creditors Insolvency Event; or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (e) SSSCapita’s provision of the SaaS Product(s) or the Services to Customer or any Authorised User is prohibited by applicable law;; or 2.6.2 3.6.2 any vendor of SSS Capita has suspended or terminated SSSCapita’s access to or use of any third party services or products required to enable SSS Capita to provide, or Customer to access, the SaaS Product(s) or the Services; or 2.6.3 Customer is in breach of the Usage Rights (or any other access and/or license terms and restrictions) specified under the Agreement. 2.7 SSS 3.7 Capita shall use commercially reasonable efforts to provide written notice of any Suspension and to provide updates regarding resumption of access to the SaaS Product(s) and/or the Services (as applicable) following any Suspension. SSS shall use commercially reasonable efforts to resume providing access to the SaaS Product(s) and/or the Services (as applicable) as soon as reasonably possible after Suspension if the event giving rise to the Suspension is cured. SSS will have no liability for any damage, liabilities, losses (including any loss of data or profits), expenses, or any other consequences that Customer may incur as a result of a Suspension or as a result of suspension in accordance with Section 8.5.2 of these Master Terms. Section 2.6 and this Section 2.7 do not limit any of SSS’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSS’s rights to terminate the Agreement). 2.8 SSS Capita reserves the right, in its sole discretion, to charge Customer, and Customer agrees to pay, any charges, fees or other costs incurred by SSS Capita in resuming the provision of access to the Product(s) or Services following a Suspension, or any suspension in accordance with Section 8.5.2 9.6 of these Master Terms that is caused by, or attributed to, in SSSCapita’s opinion, Customer or any Authorised User. 2.9 3.8 Without prejudice to SSSCapita’s other rights or remedies, whether at law, in equity, or under the Agreement (including, without limitation, SSSCapita’s rights to terminate the AgreementAgreement or any Product Order), if any unauthorised use is made of the Product(s), Content or Documentation and such unauthorised use is attributable to any act or omission of, or through, Customer (including breach of any of the provisions of the Agreement), then Customer shall immediately be liable to pay SSS Capita an amount equal to the fees that SSS Capita would have charged, had SSS Capita authorised the unauthorised use at the beginning of the period of that unauthorised use, together with interest at the rate of four per cent (4%) % per annum above Barclays Bank Plc’s current base rate from time to time; this interest will begin to accrue on the date on which that unauthorised use started and will accumulate on the outstanding balance on a daily basis until paid in accordance with this Section 2.93.8.