Common use of Grant of Licence Clause in Contracts

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- non-commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-non- commercial use; and; 2.1.3 to communicate to the public (as that term is defined in the Act) and (provided that the Licensee remains the Digital Service Provider) to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services; 2.1.4 (where set out in the Cover Sheet) to the extent mandates are available to Rights Holders, to enable Users to synchronise Repertoire Works with images (whether static or moving) solely within Audio-Visual Material uploaded by any User for its private and non-commercial purposes on the Licensed Services (“Sync Rights”); and 2.1.5 (where set out in the Cover Sheet) to the extent mandates are available to Rights Holders, to graphically display lyrics written to be used with the music or authorised for use with the music solely embodied in Audio- Visual Material in conjunction with the underlying Repertoire Work for the User’s private and non- commercial purposes on the Licensed Services (“Lyric Rights”). 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject to the covenants and conditional upon compliance provisions of this Agreement to be observed and performed by the Licensee, the Licensor hereby grants to the Licensee the right and license, in respect of the Trade-marks applicable in the Territory and the Know-How, to manufacture and market the Product in the Territory during the Term of this Agreement and to utilize the Know-How in the manufacturing and marketing of the Product. 2.2 Licensor further agrees to make available to the Licensee the Know-How relating to manufacture and marketing of the Product during the currency of this Agreement and the Licensee acknowledges that such Know-How shall at all times both during and after the currency of this Agreement remain the property of the Licensor which may be used by the Licensee only in accordance with the terms and conditions contained herein, ICE (as agent for Member Repertoire of this Agreement. 2.3 The Licensee hereby acknowledges that the Licensor will retain the right to sell any Product in the Territory and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence agrees to do inform the following during Licensor of all industries, customers or markets into which the Term in the Licensed Territory:Licensee sells Product. 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 2.4 The Licensor further agrees to communicate to the public (as that term is defined Licensee any new development in the Act) and to authorise Know-How or Product occurring during the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 currency of this Agreement will not apply for use by the Licensee without additional consideration subject to the terms of this Agreement and in this regard should the Licensor register any patents, or additional trademarks with respect to the Products, the Licensor hereby grants a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission license to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described said patent or trademark under the relevant clause on such same terms and conditions (including, if required, herein for the payment duration of royalties or fees in addition to those specified under the term of this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change Licensor further agrees that during the currency of this Agreement, it shall specify to the trading name Licensee the Components in accordance with the terms of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE this Agreement and the Licensee will discuss agrees to purchase such Components in good faith accordance with the terms and conditions of this Agreement from the Licensor only or from sources approved in writing by the Licensor. 2.6 The Licensor agrees that the Know-How shall not be communicated to any amendments other person for use within the Territory during the currency of this Agreement. The Licensor and Licensee both undertake to the scope use their best efforts to prevent any unauthorized disclosure or use of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided Know-How, except as authorized by the Licensee in the Application and/or set out in the Cover Sheetterms of this Agreement.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users Licensee Clients within the Licensed Territory, for the User's own private and non- commercial use and by means of Territory across the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on UsersLicensee Clients’ Data Storage Devices in the Licensed Territory for across the User's own private and non-commercial useLicensed Services; and 2.1.3 to communicate to the public (as that term is defined in the Act) and (provided that the Licensee remains the Digital Service Provider) to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject In consideration of the Fees, and with reference to and conditional upon compliance such Services as are stated to form a part of this Agreement in the Order Form, Storyful agrees to provide the Service to the Client for use in connection only with the Permitted Client Media on the following basis: (a) Storyful will provide access during the Term via web browser to the Platform for the number of Client's Personnel defined on the Order Form; (b) Storyful will provide access to the Digital Content via the Platform and/or via the mRSS feed; (c) Storyful grants to the Client a limited non-exclusive, non-transferable, and royalty-free license to the Storyful Content for the purposes described in Clause 2.2 during the Term; (d) Storyful grants to the Client a limited perpetual, non-exclusive, non-transferable, and royalty-free license to the Cleared Content for the purposes described in Clause 2.2. 2.2 Provided that the Client has purchased a Subscription to the Service, Client may use any Cleared Content to in order to (i) investigate, develop and produce news content, (ii) create derivative works of the Cleared Content, and (iii) publish, perform and display Cleared Content and derivative works on the Permitted Client Media and Permitted Client Social Media Platforms. 2.3 Any Licensed, Restricted or Partner Digital Content may not be used unless Client has (i) purchased a Licensed Content Package; or (ii) agreed a PAYG rate for use of Licensed Content. 2.4 If Client has purchased a Licensed Content Package or agreed to a rate for PAYG Licensed Content then, subject to the payment of the applicable Fees, Storyful grants to Client a non-exclusive, non-transferable and royalty-free license to Licensed, Restricted or Partner Digital Content that Client may use on Permitted Client Media and Permitted Client Social Media Platforms (where relevant) without limitation but subject to the rest of this Clause 2, for one (1) year from the date of first download of each piece of Licensed, Restricted or Partner Digital Content. Where so indicated on the Order Form, the foregoing license is extended to include Archive Rights, as defined in section 1 (Definitions). 2.5 Should Client use Licensed, Restricted or Partner Digital Content without having purchased a Licensed Content Package or agreeing to a rate for PAYG Licensed Content, in a way not permitted by the Licence or use an additional amount of Licensed, Restricted or Partner Digital Content over the allotted number stated in the Order Form, Client will be invoiced at a rate to be determined by Storyful in accordance with its then current rate card or as stated in the Order Form. 2.6 Client may not (without express written consent of Storyful) re-upload the Digital Content to YouTube or syndicate, redistribute or resell any aspect of the Digital Content (regardless of license) to any other party, including with the intention of allowing that third party to publish, broadcast (through any online or broadcast medium) or themselves syndicate, redistribute or resell the Digital Content. 2.7 Notwithstanding the foregoing, and where expressly provided as such in the Order Form, use of the Licensed Content shall be permitted on the Permitted Client Social Media Platforms subject to the terms of the Order Form. Client, on the Permitted Client Social Media Platforms, shall be entitled to: (a) embed and or link to the original Licensed Content; and (b) embed and or link to the Client’s use of the Licensed Content on its owned digital property (excluding Youtube). 2.8 Client warrants and represents that its use of the Digital Content, including use by any of its permitted affiliates, agents, contractors or other third parties, shall not: (a) disparage, defame or reflect unfavourably upon Storyful, the content creator where identifiable, or on any other person depicted or referenced in the Digital Content; (b) be defamatory, trade libellous, unlawfully threatening or unlawfully harassing; (c) be obscene, pornographic, or liable to incite racial hatred or acts of terrorism; (d) violate any applicable laws anywhere, including without limitation regarding unfair competition, anti-discrimination or false advertising; nor (e) constitute use that is out of context with the true narrative of the content, is otherwise misleading or that depicts any individual or situation depicted therein in a false or misleading light, having regard to the true context and/or narrative of the content. 2.9 Storyful shall retain the right to terminate the license granted in Clause 2.7 by providing 30 days’ written notice to Client. In the case of Storyful terminating the license in accordance with this Clause 2.8, Client shall be permitted to terminate the entire Agreement for its convenience on provision of 30 days’ written notice to Storyful. 2.10 Client acknowledges that use of the Digital Content shall be permitted on the Permitted Client Media and the Permitted Social Media Platforms subject to the terms of this Agreement and such additional terms and conditions contained hereinas are made available from time to time in the Dashboard, ICE (as agent for Member Repertoire in relation to that Digital Content. 2.11 From time to time and as attorney for Reciprocal Repertoire) on behalf at its discretion, Storyful may remove or restrict access to, or amend the categorisation of, certain Digital Content in order to effectively manage our licenses, protect the rights of, and/or comply with our obligations to, our content partners or otherwise to improve the Service. 2.12 Receiving credit is a material aspect of the applicable Rights Holders (each Agreement for Storyful and its licensors, and Client agrees to the extent they own and/or control provide clear and legible attribution, and always at least equal in all respects to any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence other provider of comparable services, or as otherwise requested by Storyful, including but not limited to do the following during the Term instructions stated in the Licensed Territory: 2.1.1 Dashboard and/or in an mRSS feed. Client’s repeated failure to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in comply with this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will shall constitute a material breach of this Agreement (which is capable of remedy)Agreement. 2.5 The Licensee will notify ICE 2.13 Where Digital Content contains a Watermark, Client shall include the Watermark in writing (the same manner and as visible as originally provided in any use of the Digital Content. Client may request a version of the Digital Content without the Watermark and Storyful may, at its discretion and subject to an additional fee, provide the Digital Content to Client without the Watermark. Client’s failure to comply with this clause shall constitute a material breach of this Agreement. 2.14 Save as expressly set out in this Clause 2 or as otherwise permitted by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 law Client may not make any change reproduction or communication, display or performance to the trading name public of the Digital Content or otherwise disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the Digital Content. 2.15 Where relevant, and prior to the Effective Date, Storyful will provide Client with login and password details which will be used by Client’s Personnel to access and use the Service and Digital Content through the Platform. Client shall be responsible for all use of such login and password details and shall ensure that all login and password details are kept secure and confidential at all times and will not disclose them to any third parties who are not authorised to use them. 2.16 If Client has purchased a Licensed Content Package or agreed to a rate for PAYG Licensed Content, then Client is obligated to use the Download Button when using any item of Licensed or Restricted Digital Content. Should the Download Button not work or if Client seeks to use the Licensed or Restricted Digital Content or license it directly from its creator and/or owner, then Client shall notify Storyful of such non- functionality and use, and prior to seeking such license. Client acknowledges and agrees that activation of the Download Button in respect of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope Restricted Content constitutes a use of the relevant Digital Content and is payable in accordance with the rate or Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or Content Package set out in the Cover SheetOrder Form. 2.17 Storyful shall, if so requested by Client, use its reasonable endeavours to reach out to uploaders of content other than the Digital Content that is specifically identified by Client with a view to procuring the necessary rights for Client to such content (the “Clearinghouse Services”). The fees in respect of the Clearinghouse Services shall be agreed on a case-by-case basis. 2.18 Storyful will have the right to display any works/programs that incorporate the Licensed Content and other Digital Content or part thereof, for both internal and third party training, information and marketing purposes, including without limitation throughout the Storyful organisation and its affiliated entities and on Storyful’s proprietary social media accounts.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users Licensee Clients within the Licensed Territory, for the User's own private and non- commercial use and by means of Territory across the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on UsersLicensee Clients’ Data Storage Devices in the Licensed Territory for across the User's own private and non-commercial useLicensed Services; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso provision to the definition of Audio-Audio- Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders] 2.1 Subject In consideration of the payments required to be made under this agreement by the Licensee, OUI grants to the Licensee a licence in the Territory in respect of the Licensed Technology to develop, make, have made, use and conditional upon compliance with have used , import, export and Market the Licensed Product in the Field on and subject to the terms and conditions contained hereinof this agreement. Subject to clause 4, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each Licence is exclusive in the Field in relation to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a Licensed Intellectual Property Rights. The Licence is non-exclusive licence in relation to do the following during the Term in the Licensed Territory: 2.1.1 Know-How. OUI retains unrestricted rights to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server use and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same license others to Users within use the Licensed Territory, for the User's own private Know-How; and non- commercial to use and by means of license the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in Technology outside the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed ServicesField. 2.2 The above licences will apply where Repertoire Works are used As soon as is reasonably possible after the date of this agreement (and in audio-only material any event within thirty (30) days of the date of this agreement), OUI will, at OUI’s cost, supply the Licensee with the Documents. OUI shall, for a period of one (1) year from the date of this agreement, continue to provide the Licensee with such documents and Audio-Visual Materialmaterials as embody the Licensed Know How generated during that period. 2.3 The proviso Licensee may grant sub-licences with the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayed, provided that: 2.3.1 the definition of Audiosub-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work licensee has granted permission obligations to the Licensee for commensurate with those which the use Licensee has to OUI under this agreement, except the financial terms of this agreement or where it is not legally possible to include such obligations in the sub-licence; 2.3.2 the nature of the proposed sub-licensee is not likely in OUI's reasonable opinion to have any detrimental impact on the reputation of either OUI or of the University; 2.3.3 as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that Repertoire Work on sub-licence to OUI, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Services in Technology, OUI and/or this agreement; 2.3.4 the manner described under the relevant clause on such terms and conditions (including, if required, the payment sub-licensee enters into a Deed of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether Covenant with OUI in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover SheetSchedule 4; and 2.3.5 no sub-licence will carry any right to sub-sub-license.

Grant of Licence. 2.1 Subject In consideration of the payments required to be made under this agreement by the Licensee, OUI grants to the Licensee a licence in the Territory in respect of the Licensed Technology to develop, make, have made, import, use and conditional upon compliance with have used and Market the Licensed Product subject to the terms and conditions contained hereinof this agreement. Subject to clause 4, ICE the Licence in respect of: 2.1.1 the Licensed Intellectual Property is : (as agent for Member Repertoire a) in relation to Applications 1 and as attorney for Reciprocal Repertoire2 exclusive in all fields; (b) on behalf of the applicable Rights Holders (each in relation to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a Application 3 non-exclusive licence to do the following during the Term in the Licensed Territory:field of Hepatitis B therapy; 2.1.1 (c) in relation to reproduce Repertoire Works on servers in any territory Application 4 exclusive in the universe (including temporary copies on servers between the originating server fields of Human Papilloma Virus associated diseases and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and by means of the Licensed ServicesHepatitis B therapy; 2.1.2 where downloads are permitted under this Agreement, (d) in relation to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices Application 5 exclusive in the Licensed Territory for the User's own private and non-commercial usefield of Hepatitis B therapy; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within 2.1.2 the Licensed Territory solely as part of and for the purposes of the provision of the Licensed ServicesKnow-how is non-exclusive in all fields. 2.2 The above licences will apply where Repertoire Works are used As soon as is reasonably possible after the date of this agreement (and in audioany event within [***] of the date of this agreement), OUI will, at OUI’s cost, supply the Licensee with the Documents. OUI shall, for a period of [***] from the date of this agreement, continue to provide the Licensee with such documents and materials as embody the Licensed Know-only material and Audio-Visual MaterialHow generated during that period. 2.3 The proviso Licensee may grant sub-licences with the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayed, provided that: (a) the definition of Audiosub-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work licensee has granted permission obligations to the Licensee for commensurate with those which the use Licensee has to OUI under this agreement, except the financial terms hereof or where it is not legally possible to include such obligations in the sub-licence; (b) the nature of the proposed sub-licensee is not likely in OUI’s reasonable opinion to have any detrimental impact on the reputation of either OUI or of the University; (c) the sub-licensee has sufficient financial resources to develop and Market the Licensed Product (it being acknowledged and agreed that if the sub-licensee is a publicly-listed company with a market capitalisation equal to or in excess of [***] it will be considered to have sufficient financial resources to develop and Market the Licensed Product); (d) as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that Repertoire Work on sub-licence to OUI, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Services Technology, OUI and/or this agreement; (e) the sub-licensee enters into a Deed of Covenant with the Licensor in the manner described under form set out in Schedule 5; (f) OUI will be deemed to have consented to a sub-licence within [***] of receipt of such written request by the relevant clause on Licensee to grant a sub-licence, provided it has not refused consent or requested reasonable further time or information to consider the request within such terms and conditions [***] period; and (including, if required, the payment of royalties or fees in addition g) no sub-licence will carry any right to those specified under this Agreement) as the owner thinks fitsub-sub-license. 2.4 The licences granted in this Notwithstanding clause 2 2.3, no prior written consent from OUI will not apply to any Licensed Services which knowingly be required for sublicences if: (a) the sub-licensee or recklessly provide internet or mobile “links” to music which requires an Affiliate of the sub-licensee, at the time of entering into a new sub-licence, but is unlicensed (whether already a licensee or a sub-licensee of the Licensee in the form respect of recordings all or notation, scores, lyrics etc.). The inclusion part of such links on the Licensed Services will constitute Technology; or (b) the sub-licensee Is a material breach subsidiary or an Affiliate of this Agreement the Licensee; provided always that the sub-licence complies with provisions (which is capable a), (d) and (e) of remedy)clause 2.3. 2.5 The Licensee will notify ICE in writing A decision by OUI not to give prior written consent under clause 2.3(b) or (c) shall be accompanied by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇a written description of the reasons for such disapproval, and the parties shall promptly (within [***]) of: 2.5.1 any change to discuss the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE reasons OUI has given and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement may challenge such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheetreasons.

Grant of Licence. 2.1 Subject In consideration of the Fees, and with reference to such Services as are stated to form a part of this Agreement in the Order Form, Storyful agrees to provide the Service to the Client on the following basis: (a) Storyful will provide access during the Term via web browser to the Platform for the number of Client's Personnel defined on the Order Form; (b) Storyful will provide access to the Digital Content via the Platform and/or via the mRSS feed; (c) Storyful grants to the Client a limited non-exclusive, non-transferable, and conditional upon compliance royalty-free license to the Storyful Content during the Term; (d) Storyful grants to the Client a limited perpetual, non-exclusive, non-transferable, and royalty- free license to the Cleared Content for the purposes described in Clause 2.2. 2.2 Provided that the Client has purchased a Subscription, Client may use any Storyful Content and/or Cleared Content in order to (i) investigate, develop and produce news content, (ii) create derivative 2.3 Any Licensed Content or Restricted Content may not be used unless Client has (i) purchased a Licensed Content Package; or (ii) agreed a PAYG rate for use of Licensed Content. 2.4 If Client has purchased a Licensed Content Package or agreed to a rate for PAYG Licensed Content then, subject to the payment of the applicable Fees, Storyful grants to Client a non-exclusive, non- transferable and royalty-free license to Licensed Content or Restricted Content that Client may use on Permitted Client Media and Permitted Client Social Media (where relevant) without limitation, subject to this Clause 2, for one (1) year from the date of first download of each piece of Licensed Content or Restricted Content. If indicated on the Order Form, the foregoing license is extended to include Archive Rights, as defined in Clause 1.1 (Definitions). 2.5 If Client uses Licensed Content or Restricted Content (i) without having purchased a Licensed Content Package, (ii) without agreeing to a rate for PAYG Licensed Content, (iii) in a way not permitted by the Licence, or (iv) uses an additional amount of Licensed Content or Restricted Content over the allotted number stated in the Order Form, Client will be invoiced at a rate to be determined by Storyful in accordance with its then current rate card or as stated in the Order Form. 2.6 Client may not (without the express written consent of Storyful) re-upload the Digital Content to YouTube or syndicate, redistribute or resell any aspect of the Digital Content (regardless of license) to any other party, including with the intention of allowing that third party to publish, broadcast (through any online or broadcast medium) or syndicate, redistribute or resell the Digital Content. 2.7 Notwithstanding the foregoing, and where expressly provided for in the Order Form, Client use of the Licensed Content is permitted on the Permitted Client Social Media, subject to the terms of the Order Form. On the Permitted Client Social Media, Client is entitled to: (a) use and or link to the original Licensed Content; and (b) use and or link to the Client’s use of the Licensed Content on its owned digital property (excluding YouTube). 2.8 Client warrants and represents that its use of the Digital Content, including use by any of its permitted affiliates, agents, contractors or other third parties, shall not: (a) disparage, defame or reflect unfavourably upon Storyful or, in an unfair manner, and where identifiable, the content creator or on any other person depicted or referenced in the Digital Content; (b) be defamatory, trade libellous, unlawfully threatening or unlawfully harassing; (c) through misuse of the Digital Content, be obscene, pornographic, or liable to incite racial hatred or acts of terrorism; (d) violate any applicable laws anywhere, including without limitation regarding unfair competition, anti-discrimination or false advertising; nor (e) constitute use that is out of context with the true narrative of the Digital Content, is otherwise misleading or that depicts any individual or situation depicted therein in a false or misleading light, having regard to the true context and/or narrative of the content. 2.9 Client acknowledges that use of the Digital Content is permitted on the Permitted Client Media and the Permitted Social Media subject to the terms of this Agreement and any additional terms and conditions contained hereinthat are made available from time to time in Newswire in relation to that Digital Content. 2.10 From time to time and at its discretion, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf Storyful may remove or restrict access to, or amend the categorisation of, certain Digital Content in order to effectively manage Storyful's licenses, protect the rights of content creators, comply with Storyful's obligations to, its content partners, and/or otherwise to improve the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and Service. Client must comply with reasonable requests by means of the Licensed Services; 2.1.2 where downloads are permitted Storyful under this Agreementclause. Additionally, to cause temporary Storyful may on occasion include, either within Newswire, the Digital Content, the Storyful Content, or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely elsewhere as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso , specific instructions or disclaimers relating to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on Digital Content and/or Storyful Content. Client agrees to comply with any such terms and conditions (including, if required, the payment of royalties instructions or fees in addition disclaimers as they relate to those specified under this Agreement) as the owner thinks fitsuch Digital Content and/or Storyful Content. 2.4 The licences granted 2.11 Receiving credit is a material aspect of the Agreement for Storyful and its licensors. Client agrees to provide clear and legible attribution at least equal in all respects to any other provider of comparable services, or as otherwise requested by Storyful, including but not limited to instructions stated in Newswire and/or in an mRSS feed. Client’s failure to comply with this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will may constitute a material breach of this Agreement (which is capable of remedy)Agreement. 2.5 The Licensee will notify ICE 2.12 Where Digital Content contains a Watermark, Client shall include the Watermark in writing (the same manner and as visible as originally provided in any use of the Digital Content. Client may request a version of the Digital Content without the Watermark and Storyful may, at its discretion and subject to an additional fee, provide the Digital Content to Client without the Watermark. Client’s failure to comply with this clause shall constitute a material breach of this Agreement. 2.13 Except as expressly set out in this Clause 2 or as otherwise permitted by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 law, Client may not make any change reproduction, communication, display, or performance to the trading name public of the Digital Content or otherwise disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the Digital Content. 2.14 Storyful will provide Client with login and password details for Client’s Personnel to access the Platform and use the Digital Content. Client is responsible for all uses of the login and password details and shall ensure that all login and password details are always kept secure and confidential and will not disclose them to any third parties who are not authorised to use them. 2.15 If Client has purchased a Licensed Content Package or agreed to a rate for PAYG Licensed Content, then Client is obligated to use the Download Button when using any item of Licensed or Restricted Digital Content. Client acknowledges and agrees that activation of the Download Button in respect of any Licensed Content or Restricted Content constitutes a use of the relevant Digital Content and is payable in accordance with the rate or Licensed Content Package set out in the Order Form. Where Client fails to disclose all material information relating to use of Licensed Content or Restricted Content (for example: sourcing Licensed Content or Restricted Content other than via the Download Button without authorisation), Clause 4.4 may apply. 2.16 Storyful shall, if requested by Client, use its reasonable endeavours to reach out to uploaders of content (other than the Digital Content) specifically identified by Client with a view to procuring the necessary rights for Client to use such content (“Clearinghouse Services”). Clearinghouse Services fees shall be agreed on a case-by-case basis. 2.17 Storyful has the right to display, without limitation, any works/programs that incorporate the Licensed Content and/or other Digital Content, or part thereof; 2.5.2 any proposed material change to , without limitation, throughout the Licensed Services as soon as practicable Storyful organisation and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf affiliated entities and on behalf of the Rights HoldersStoryful’s website and/or proprietary social media accounts for (i) internal and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application third-party training, (ii) information, and/or set out in the Cover Sheet(iii) marketing purposes.

Grant of Licence. 2.1 Subject In consideration of the payments required to be made under this agreement by the Licensee, the Licensor hereby grants to the Licensee a licence in the Territory under and conditional upon compliance with in respect of the Licensed Technology to develop, have developed, research, have researched, make, have made, import, have imported, use and have used and Market Licensed Products in the Field on and subject to the terms and conditions contained hereinof this agreement. 2.2 Subject to clause 4, ICE the Licence is (as agent for Member Repertoire and as attorney for Reciprocal Repertoirei) on behalf exclusive in respect of the applicable Rights Holders Application; (each ii) exclusive in respect of the Exclusive Licensed Know-How; and (iii) in respect of all other rights licensed beyond (i) and (ii) above, is non-exclusive. Subject to Clause 4 and 7, the Licensor retains unrestricted rights to use and license others to use the Licensed Technology outside the Field. 2.3 Within 10 days after the date of this agreement, the Licensor will, at the Licensor’s cost, supply the Licensee with the Primary Documents and shall thereafter take reasonable steps to promptly supply the remaining Documents. Additionally, Licensor shall, upon reasonable request from the Licensee made at any time within [*] from the date of this agreement, and subject to any obligations of confidentiality owed to third parties, use reasonable endeavours to supply copies of any other documents that are specifically identified to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants Licensor by the Licensee a non-exclusive licence to do the following during the Term as being in the Licensed Territory: 2.1.1 Licensor’s, or the University’s possession which the Licensor is legally able to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 to communicate supply to the public (as that term is defined in the Act) Licensee and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and which are reasonably useful for the purposes of the provision developing or Marketing any of the Licensed ServicesTechnology. 2.2 The above 2.4 Subject to clause 2.5 below, the Licensee may grant sub-licences will apply under the Licence, provided that: (a) the sub-licensee has obligations to the Licensee commensurate with those which the Licensee has to the Licensor under this agreement, except where Repertoire Works are used it is not legally possible to include such obligations in audiothe sub-licence; and (b) promptly following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence (redacted to exclude the financial terms or commercialisation plans to the extent necessary to reflect any obligations of confidentiality owed to the sub-licensee and any other terms relating to technology or other matters not licensed under or concerning this agreement) to the Licensor; and (c) no sub-licence will, without the Licensor’s consent (such consent not to be unreasonable withheld or delayed), carry any right to sub-sub-license; and, (d) upon termination of the Licence (or part thereof in respect of one or more countries) all sub-licences granted under the Licence (either for the whole territory where the Licence is terminated, or for those countries where the Licence is terminated only material and Audio-Visual Materialin respect of certain countries) shall automatically terminate. 2.3 The proviso 2.5 Licensor may object to the definition grant of Audioa sub-Visual Material and licence under the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply Licence to a particular Repertoire Work where entity for the owner commercial sale of the relevant Licensed Products, if, due to the nature of that entity’s business, the grant to that entity will in the opinion of the Licensor (acting reasonably in its assessment) have a material detrimental impact on the reputation of the University. Any objection under this section must be made by Licensor in writing within fifteen (15) Business Days of notification by Licensee. If such an objection is made in accordance with the foregoing, and if Licensee disagrees with that objection, Licensee shall refer the objection to the chairman of the Wellcome Trust who shall nominate a member of the Wellcome Trust executive board to adjudicate on the matter. If, in the Trust’s opinion (being determined by the executive board member acting reasonably) the Trust considers the grant of such rights to such entity will, by virtue of the nature of the business of that entity, be materially detrimental to the reputation of the University, then Licensee shall not grant such sub-licence. In all other circumstances, irrespective of any objection by the Licensor, the Licensee shall be entitled to grant sub-licences in such Repertoire Work has granted permission accordance with clause 2.4. 2.6 Licensor consents to the sale to the Licensee for of the use of that Repertoire Work on Vector, cell lines and other biological materials and regulatory documentation related to the Licensed Services Vector in the manner described under the relevant clause on such terms possession of Professor [*] and conditions (including, if where University consent is required, the payment of royalties or fees in addition shall use reasonable endeavours to those specified under this Agreement) as the owner thinks fitprocure such consent. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire herein and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each in particular subject to the extent they own and/or control any Repertoire Works licensed hereunder) hereby exclusions and restrictions set out in clause 3, MCPS grants to the Licensee a non-exclusive nonexclusive licence to do the following during the Term to: (a) reproduce Repertoire Works in the Licensed Territory:Territories of Manufacture for the sole purpose of manufacturing Physical Product(s); and 2.1.1 (b) to manufacture copies of such Physical Product(s) within the Territories of Manufacture for the sole purpose of distributing within the Territories of Distribution such Physical Product(s) for sale to End Customers; and (c) to reproduce Repertoire Works on servers in any territory in within the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) Server Territory for the purpose of transmitting the same to Users within End Customers by Electronic Means only via websites owned and/or controlled by the Licensed Territory, for the User's own private and non- commercial use and Licensee; and (d) where Repertoire Works are delivered to End Customers by means of the Licensed Services; 2.1.2 where downloads are permitted under this AgreementElectronic Means, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ End Customers Data Storage Devices in the Licensed Territory for the User's own private and non-commercial useUnited Kingdom; and 2.1.3 (e) to communicate to the public PMSRs from within the United Kingdom by Electronic Means; all for the sole purpose of providing the Licensed Service. 2.2 Subject to and conditional upon compliance with the terms and conditions contained herein and in particular subject to the exclusions and restrictions set out in clause 3, PRS grants the Licensee a non-exclusive licence, during the Term, to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within from the United Kingdom to End Customers for the sole purpose of providing the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual MaterialService. 2.3 The proviso Notwithstanding clause 2.1 above, the Licensors authorise the Licensee to appoint third parties to manufacture the definition Physical Product(s) (or any component thereof) incorporating any Repertoire Work PROVIDED THAT: (a) any breach of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 terms of this Agreement will not apply by such manufacturer shall be deemed to be a particular breach also by the Licensee; and (b) if the Licensors obtain reasonable evidence that such manufacturer is infringing any music copyright in relation to either the Physical Product(s) or any other product manufactured at the same premises, then the Licensors shall have the right to require the Licensee to immediately cease manufacturing the Physical Product(s) using that manufacturer. 2.4 All rights in each Repertoire Work where the owner of the relevant rights in such Repertoire Work has other than those expressly granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change herein are reserved to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover SheetLicensors.

Grant of Licence. 2.1 Subject In consideration of the payment of the Fee by You, Alpha Omega Computers Ltd hereby grants to You a non-exclusive right to use the Licensed Products for the Licence Term and conditional upon compliance with receive the Maintenance for the Maintenance Term subject to the terms and conditions contained hereinwithin this End-User Licence Agreement. 3.1 You are permitted to: 3.1.1 use the Licensed Products for Your internal business purpose, ICE relating specifically to the integrity of Your documents, emails and other data (“Your Internal Business Purpose”). The aggregate number of Computers and Servers on which you may use the Licensed Products for Your Internal Business Purpose must not exceed the number of User Licences. The number of Servers on which You may use the Licensed Products for Your Internal Business Purpose must not exceed the number of Server Licences. The number of Users must not exceed the number of User Licences. You are wholly responsible for the compliance by Users with this End-User Licence Agreement; 3.1.2 allow Your employees to use the Licensed Products at home on a single workstation provided that You shall be responsible for support and the distribution of Upgrades. The number of employees You may allow to use the Licensed Products at home must not exceed the number of User Licences (NOTE: CLAUSE NOT APPLICABLE TO YOU IF YOU HAVE PURCHASED A LICENCE TO USE A LICENSED PRODUCT WHICH FORMS PART OF THE ALPHA OMEGA COMPUTERS LTD SMALL BUSINESS SOLUTIONS PRODUCT SET); 3.1.3 if such facilities are provided as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf part of the applicable Rights Holders Product, create diskette sets containing any part of the Licensed Products. The number of such diskette sets created must not exceed the number of User Licences; 3.1.4 except as provided in Clause 3.1.5 below, which relates only to the Documentation, make one copy of the Licensed Products or any part thereof for backup purposes provided that You reproduce Alpha Omega Computers Ltd ’s proprietary notices on any such backup copy of the Licensed Products; 3.1.5 use, copy, reproduce in whole or in part, adapt and modify the Documentation for Your Internal Business Purpose only; and/or 3.1.6 transfer the Product and Your rights under this End-User Licence Agreement on a permanent basis to another person or entity, provided that You transfer the Media, all copies of the Software and Documentation and prior to such transfer (each i) You pass full contact details for the recipient to Alpha Omega Computers Ltd; and (ii) You procure that the recipient agrees to be bound by the terms of this End-User Licence Agreement and notifies Alpha Omega Computers Ltd in writing of its agreement. 3.2 You are not permitted to: 3.2.1 use the Licensed Products for the provision of any service for the benefit of third parties unless You first acquire an application service provider licence from Alpha Omega Computers Ltd ; 3.2.2 modify or translate the Licensed Products except (i) as necessary to configure the Licensed Products using the menus, options and tools provided for such purposes and contained in the Software; (ii) as necessary to develop custom filters using the “Application Programming Interface (API)” where contained in the Software; and, (iii) in relation to the Documentation, except as necessary to produce and adapt manuals and/or other documentation for Your Internal Business Purpose; 3.2.3 reverse engineer, disassemble or decompile the Licensed Products or any portion thereof except to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the express purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (authorised by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereofapplicable law; 2.5.2 any proposed material change 3.2.4 transmit or provide access to the Licensed Services Products save as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country provided in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of User Licence; 3.2.5 use Software other than the Licensed Services hereunder required Products; 3.2.6 sub-licence, rent, sell, lease, distribute or otherwise transfer the Licensed Products save as provided under this End-User Licence Agreement unless You obtain a separate licence from Alpha Omega Computers Ltd for such purposes (for example, You may not embed the Licensee Licensed Products into another application and then distribute such to be permitted third parties unless You first acquire an OEM licence from Alpha Omega Computers Ltd) 3.2.7 use the Licensed Products in or in association with safety critical applications such as, without limitation, medical systems, transport management systems, vehicle and power generation applications including but not limited to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheetnuclear power applications.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- non-commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-commercial use; and 2.1.3 to communicate to the public (as that term is defined in the Act) and to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users Licensee Clients within the Licensed Territory, for the User's own private and non- commercial use and by means of Territory across the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on UsersLicensee Clients’ Data Storage Devices in the Licensed Territory for across the User's own private and non-commercial useLicensed Services; and 2.1.3 to communicate to the public (as that term is defined in the Act) and (provided that the Licensee remains the Digital Service Provider) to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fit. 2.4 The licences granted in this clause 2 will not 8 apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunderhereund er) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users within the Licensed Territory, for the User's own private and non- non-commercial use and by means of the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on Users’ Data Storage Devices in the Licensed Territory for the User's own private and non-non- commercial use; and; 2.1.3 to communicate to the public (as that term is defined in the Act) and (provided that the Licensee remains the Digital Service Provider) to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services; 2.1.4 (where set out in the Cover Sheet) to the extent mandates are available to Rights Holders, to enable Users to synchronise Repertoire Works with images (whether static or moving) solely within Audio-Visual Material uploaded by any User for its private and non-commercial purposes on the Licensed Services (“Sync Rights”); and 2.1.5 (where set out in the Cover Sheet) to the extent mandates are available to Rights Holders, to graphically display lyrics written to be used with the music or authorised for use with the music solely embodied in Audio- Visual Material in conjunction with the underlying Repertoire Work for the User’s private and non- commercial purposes on the Licensed Services (“Lyric Rights”). 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fitf it. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.

Grant of Licence. 2.1 Subject to and conditional upon compliance with the terms and conditions contained herein, ICE (as agent for Member Repertoire and as attorney for Reciprocal Repertoire) on behalf of the applicable Rights Holders (each to the extent they own and/or control any Repertoire Works licensed hereunder) hereby grants the Licensee a non-exclusive licence to do the following during the Term in the Licensed Territory: 2.1.1 to reproduce Repertoire Works on servers in any territory in the universe (including temporary copies on servers between the originating server and the ultimate destination of the Repertoire Work) for the purpose of transmitting the same to Users Licensee Clients within the Licensed Territory, for the User's own private and non- commercial use and by means of Territory across the Licensed Services; 2.1.2 where downloads are permitted under this Agreement, to cause temporary or permanent copies (as applicable) of Repertoire Works to be made on UsersLicensee Clients’ Data Storage Devices in the Licensed Territory for across the User's own private and non-commercial useLicensed Services; and 2.1.3 to communicate to the public (as that term is defined in the Act) and (provided that the Licensee remains the Digital Service Provider) to authorise the communication to the public of Repertoire Works within the Licensed Territory solely as part of and for the purposes of the provision of the Licensed Services. 2.2 The above licences will apply where Repertoire Works are used in audio-only material and Audio-Visual Material. 2.3 The proviso to the definition of Audio-Visual Material and the provisions of clauses 3.6, 3.9, 3.10 and 3.11 of this Agreement will not apply to a particular Repertoire Work where the owner of the relevant rights in such Repertoire Work has granted permission to the Licensee for the use of that Repertoire Work on the Licensed Services in the manner described under the relevant clause on such terms and conditions (including, if required, the payment of royalties or fees in addition to those specified under this Agreement) as the owner thinks fitf it. 2.4 The licences granted in this clause 2 will not apply to any Licensed Services which knowingly or recklessly provide internet or mobile “links” to music which requires a licence, but is unlicensed (whether in the form of recordings or notation, scores, lyrics etc.). The inclusion of such links on the Licensed Services will constitute a material breach of this Agreement (which is capable of remedy). 2.5 The Licensee will notify ICE in writing (by email to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) of: 2.5.1 any change to the trading name of any Licensed Services, or part thereof; 2.5.2 any proposed material change to the Licensed Services as soon as practicable and in any event no later than one (1) month before such proposed change is planned to come into effect in any country in the Licensed Territory. Following receipt of such notice ICE and the Licensee will discuss in good faith any amendments to the scope of the Licensed Services hereunder hereund er required for the Licensee to be permitted to implement such change. Any such amendment must be by written instrument signed by ICE (on its own behalf and on behalf of the Rights Holders) and the Licensee; and/or 2.5.3 any other changes or proposed changes to the information provided by the Licensee in the Application and/or set out in the Cover Sheet.