Common use of Grant and Scope of License Clause in Contracts

Grant and Scope of License. 2.1 Subject to Licensee’s continuous compliance with this License and payment of the applicable License Fee, and except as otherwise set out in this License, Licensor grants Licensee a non-exclusive, non- transferable and limited license to install and use the Software in the Territory during the License Term (unless earlier terminated in accordance with the terms of this License). 2.2 Licensor reserves the right at any time to make any improvement, substitution or modification in the design, manufacture or configuration of the Software provided that any such improvement, substitution or modification shall not result in any material change in the functionality or performance of the Software. 2.3 The Licensee may subject to prior written consent perform any of its obligations or exercise any of its rights under this License by itself or through any affiliate provided that: (a) any act or omission of any such person shall be deemed to be the act or omission of the Licensee; (b) any such performance and/or exercise shall be solely for the business purposes of the Licensee and its affiliates; (c) any claim from an affiliate shall be brought through the Licensee and the exclusions of and caps on liability detailed in this License shall apply in aggregate to all claims brought by the Licensee and its affiliates. 2.4 Where third party suppliers are required to interface with or otherwise affect (or are affected by) the Software, Licensor shall at the Licensee’s request and expense co-operate with such suppliers and shall provide such information as such suppliers shall reasonably require (on such notice as is reasonable in the circumstances and subject to such reasonable conditions as to confidentiality, security and non- interference as Licensor may propose). 2.5 The Licensee shall: (a) provide to Licensor the details of the Licensee authorised contact. In the event of any change in the Licensee contact, the Licensee will provide written details of a replacement as soon as reasonably practicable of a person with equivalent qualifications and experience; (b) where appropriate, make available to the Licensor’s directors, employees, agents, consultants and sub-contractors such office and reasonable administrative support as may be necessary for the provision of the Licenses and Support (if applicable); (c) take all necessary steps to ensure that its employees, agent, suppliers, third parties or subcontractors abide by the terms of this License. For the avoidance of any doubt, the Licensee shall fully indemnify the Licensor from the Licensee’s employees, agents, suppliers, third parties and subcontractors who fail to comply with the terms of this License; (d) ensure its employees, agents, consultants and sub-contractors co-operate fully with Licensor and make available at no expense to Licensor such suitably qualified and experienced personnel to provide information to Licensor for the purposes of providing the Licences and any relevant Support at no cost to the Licensor; (e) comply with the Documentation; (f) refrain from arbitrarily changing settings or configuration sets in the Software provided to the Licensee under this License save where authorised in writing to do so by the Licensor; (g) inform ▇▇▇▇▇▇▇▇ as soon as possible about any change of the location. 2.6 The Licensee shall be responsible for ensuring that all its existing equipment used to access the Software is safe and secure. Licensor accepts no liability (other than for wilful damage) for loss of data, interruption of supply of electricity or telecommunications or interruption of business occasioned as a result of the supply of the Software. It is the sole responsibility of the Licensee to take all necessary precautions to protect its data and ensure a regular backup arrangement is implemented prior to, during and after the Licensor’s provision of the Software. 2.7 If, in the reasonable opinion of the Licensor, it is necessary to remove or otherwise disconnect any of the Licensee’s existing equipment or information technology systems to carry out the Software then the Licensee shall permit and obtain all necessary consents for such removal and/or disconnection and shall give Licensor all necessary assistance to enable such work to be carried out. 2.8 Licensor shall not be liable for losses (for avoidance of doubt such losses shall include special, direct, indirect or consequential losses) sustained or incurred by the Licensee arising directly or indirectly from the Licensee’s failure or delay to perform any of its obligations as set out in this clause 2.

Grant and Scope of License. 2.1 Subject to Licensee’s continuous compliance with this License and payment of the applicable License Fee, and except as otherwise set out in this License, Licensor grants Licensee a non- exclusive, non-exclusive, non- transferable and limited license to install and use the Software and in the Territory during the License Term (unless earlier terminated in accordance with the terms of this License). 2.2 Licensor reserves the right at any time to make any improvement, substitution or modification in the design, manufacture or configuration of the Software provided that any such improvement, substitution or modification shall not result in any material change in the functionality or performance of the Software. 2.3 The Licensee may may, subject to prior written consent consent, perform any of its obligations or exercise any of its rights under this License by itself or through any affiliate provided that: (a) any act or omission of any such person shall be deemed to be the act or omission of the Licensee; (b) any such performance and/or exercise shall be solely for the business purposes of the Licensee and its affiliates; (c) any claim from an affiliate shall be brought through the Licensee and the exclusions of and caps on liability detailed in this License shall apply in aggregate to all claims brought by the Licensee and its affiliates. 2.4 Where third party suppliers are required to interface with or otherwise affect (or are affected by) the Software, Licensor shall at the Licensee’s request and expense co-operate with such suppliers and shall provide such information as such suppliers shall reasonably require (on such notice as is reasonable in the circumstances and subject to such reasonable conditions as to confidentiality, security and non- non-interference as Licensor may propose). 2.5 The Licensee shall: (a) provide to Licensor the details of the Licensee authorised contact. In the event of any change in the Licensee contact, the Licensee will provide written details of a replacement as soon as reasonably practicable of a person with equivalent qualifications and experience; (b) where appropriate, make available to the Licensor’s directors, employees, agents, consultants and sub-contractors such office and reasonable administrative support as may be necessary for the provision of the Licenses and Support (if applicable); (c) take all necessary steps to ensure that its employees, agent, suppliers, third parties employees or subcontractors abide by the terms of this License. For the avoidance of any doubt, the Licensee shall fully indemnify the Licensor from the Licensee’s employees, agents, suppliers, third parties and subcontractors who fail to comply with the terms of this License; (d) ensure its employees, agents, consultants and sub-contractors co-operate fully with Licensor and make available at no expense to Licensor such suitably qualified and experienced personnel to provide information to Licensor for the purposes of providing the Licences and any relevant Support at no cost to the Licensor; (e) comply with the Documentation; (f) refrain from arbitrarily changing settings or configuration sets in the Software provided to the Licensee under this License save where authorised in writing to do so by the LicensorLicense; (g) inform ▇▇▇▇▇▇▇▇ as soon as possible about any change of the location. 2.6 The Licensee shall be responsible for ensuring that all its existing equipment used to access the Software is safe and secure. Licensor accepts no liability (other than for wilful damage) for loss of data, interruption of supply of electricity or telecommunications or interruption of business occasioned as a result of the supply of the Software. It is the sole responsibility of the Licensee to take all necessary precautions to protect its data and ensure a regular backup arrangement is implemented prior to, during and after the Licensor’s provision of the Software. 2.7 If, in the reasonable opinion of the Licensor, it is necessary to remove or otherwise disconnect any of the Licensee’s existing equipment or information technology systems to carry out the Software then the Licensee shall permit and obtain all necessary consents for such removal and/or disconnection and shall give Licensor all necessary assistance to enable such work to be carried out. 2.8 Licensor shall not be liable for losses (for avoidance of doubt such losses shall include special, direct, indirect or consequential losses) sustained or incurred by the Licensee arising directly or indirectly from the Licensee’s failure or delay to perform any of its obligations as set out in this clause 2.

Grant and Scope of License. 2.1 Subject to Licensee’s continuous compliance with this License and payment of the applicable License Fee, and except as otherwise set out in this License, Licensor grants Licensee a non-exclusive, non- transferable non-transferable, revokable and limited license to install (where applicable) and use the Software Apps in the Territory during the License Term (unless earlier terminated in accordance with the terms of this License)) for its own internal business purposes. 2.2 Licensor reserves the right at any time to make any improvement, substitution or modification in the design, manufacture or configuration of the Software Apps provided that any such improvement, substitution or modification shall not result in any material change in the functionality or performance of the SoftwareApps. 2.3 The Licensee may subject to prior written consent perform any of its obligations or exercise any of its rights under this License by itself or through any affiliate provided that: (a) any act or omission of any such person shall be deemed to be the act or omission of the Licensee; (b) any such performance and/or exercise shall be solely for the business purposes of the Licensee and its affiliatesaffiliates as set out in the Order Form (“Declared Affiliates”); (c) any claim from an affiliate shall be brought through the Licensee and the exclusions of and caps on liability detailed in this License shall apply in aggregate to all claims brought by the Licensee and its affiliatesDeclared Affiliates. 2.4 Where third party suppliers are required to interface with or otherwise affect (or are affected by) the SoftwareApps, Licensor shall at the Licensee’s request and expense co-operate with such suppliers and shall provide such information as such suppliers shall reasonably require (on such notice as is reasonable in the circumstances and subject to such reasonable conditions as to confidentiality, security and non- non-interference as Licensor may propose). 2.5 The Licensee shall: (a) provide to Licensor the details of the Licensee authorised contact. In the event of any change in the Licensee contact, the Licensee will provide written details of a replacement as soon as reasonably practicable of a person with equivalent qualifications and experience; (b) where appropriate, make available to the Licensor’s directors, employees, agents, consultants and sub-contractors such office and reasonable administrative support as may be necessary for the provision of the Licenses and Support (if applicable); (c) take all necessary steps to ensure that its employees, agent, suppliers, third parties or subcontractors abide by the terms of this License. For the avoidance of any doubt, the Licensee shall fully indemnify the Licensor from the Licensee’s employees, agents, suppliers, third parties and subcontractors who fail to comply with the terms of this License; (d) ensure its employees, agents, consultants and sub-contractors co-operate fully with Licensor and make available at no expense to Licensor such suitably qualified and experienced personnel to provide information to Licensor for the purposes of providing the Licences and any relevant Support at no cost to the Licensor; (e) comply with the Documentation; (f) refrain from arbitrarily changing settings or configuration sets in the Software provided to the Licensee under this License save where authorised in writing to do so by the Licensor; (g) inform ▇▇▇▇▇▇▇▇ as soon as possible about any change of the location. 2.6 The Licensee shall be responsible for ensuring that all its existing equipment used to access the Software is safe and secure. Licensor accepts no liability (other than for wilful damage) for loss of data, interruption of supply of electricity or telecommunications or interruption of business occasioned as a result of the supply of the Software. It is the sole responsibility of the Licensee to take all necessary precautions to protect its data and ensure a regular backup arrangement is implemented prior to, during and after the Licensor’s provision of the Software. 2.7 If, in the reasonable opinion of the Licensor, it is necessary to remove or otherwise disconnect any of the Licensee’s existing equipment or information technology systems to carry out the Software then the Licensee shall permit and obtain all necessary consents for such removal and/or disconnection and shall give Licensor all necessary assistance to enable such work to be carried out. 2.8 Licensor shall not be liable for losses (for avoidance of doubt such losses shall include special, direct, indirect or consequential losses) sustained or incurred by the Licensee arising directly or indirectly from the Licensee’s failure or delay to perform any of its obligations as set out in this clause 2.

Grant and Scope of License. 2.1 Subject to Licensee’s continuous compliance with this License and payment of the applicable License Fee, and except as otherwise set out in this License, Licensor grants Licensee a non-exclusive, non- transferable and limited license to install and use the Software in the Territory during the License Term (unless earlier terminated in accordance with the terms of this License). 2.2 Licensor reserves the right at any time to make any improvement, substitution or modification in the design, manufacture or configuration of the Software provided that any such improvement, substitution or modification shall not result in any material change in the functionality or performance of the Software. 2.3 The Licensee may subject to prior written consent perform any of its obligations or exercise any of its rights under this License by itself or through any affiliate provided that: (a) any act or omission of any such person shall be deemed to be the act or omission of the Licensee; (b) any such performance and/or exercise shall be solely for the business purposes of the Licensee and its affiliates; (c) any claim from an affiliate shall be brought through the Licensee and the exclusions of and caps on liability detailed in this License shall apply in aggregate to all claims brought by the Licensee and its affiliates. 2.4 Where third party suppliers are required to interface with or otherwise affect (or are affected by) the Software, Licensor shall at the Licensee’s request and expense co-operate with such suppliers and shall provide such information as such suppliers shall reasonably require (on such notice as is reasonable in the circumstances and subject to such reasonable conditions as to confidentiality, security and non- interference as Licensor may propose). 2.5 The Licensee shall: (a) provide to Licensor the details of the Licensee authorised contact. In the event of any change in the Licensee contact, the Licensee will provide written details of a replacement as soon as reasonably practicable of a person with equivalent qualifications and experience; (b) where appropriate, make available to the Licensor’s directors, employees, agents, consultants and sub-contractors such office and reasonable administrative support as may be necessary for the provision of the Licenses and Support (if applicable); (c) take all necessary steps to ensure that its employees, agent, suppliers, third parties or subcontractors abide by the terms of this License. For the avoidance of any doubt, the Licensee shall fully indemnify the Licensor from the Licensee’s employees, agents, suppliers, third parties and subcontractors who fail to comply with the terms of this License; (d) ensure its employees, agents, consultants and sub-contractors co-operate fully with Licensor and make available at no expense to Licensor such suitably qualified and experienced personnel to provide information to Licensor for the purposes of providing the Licences and any relevant Support at no cost to the Licensor; (e) comply with the Documentation; (f) refrain from arbitrarily changing settings or configuration sets in the Software provided to the Licensee under this License save where authorised in writing to do so by the Licensor;; + (g) inform ▇▇▇▇▇▇▇▇ Licensor as soon as possible about any change of the location. 2.6 The Licensee shall be responsible for ensuring that all its existing equipment used to access the Software is safe and secure. Licensor accepts no liability (other than for wilful damage) for loss of data, interruption of supply of electricity or telecommunications or interruption of business occasioned as a result of the supply of the Software. It is the sole responsibility of the Licensee to take all necessary precautions to protect its data and ensure a regular backup arrangement is implemented prior to, during and after the Licensor’s provision of the Software. 2.7 If, in the reasonable opinion of the Licensor, it is necessary to remove or otherwise disconnect any of the Licensee’s existing equipment or information technology systems to carry out the Software then the Licensee shall permit and obtain all necessary consents for such removal and/or disconnection and shall give Licensor all necessary assistance to enable such work to be carried out. 2.8 Licensor shall not be liable for losses (for avoidance of doubt such losses shall include special, direct, indirect or consequential losses) sustained or incurred by the Licensee arising directly or indirectly from the Licensee’s failure or delay to perform any of its obligations as set out in this clause 2.