Common use of License and Ownership Clause in Contracts

License and Ownership. 5.1 The specific terms of the Services and Software use rights granted by NICE to Customer pursuant to this Agreement will be documented in one or more Orders or SOWs; provided that NICE will grant to Customer a non-exclusive, non- transferable, non-sublicensable, limited right to use the Services, Software and Documentation for Customer’s internal business purposes, or as may otherwise be set forth in the applicable Order or SOW. 5.2 No title or ownership of the Services or Software shall be transferred to Customer by way of this Agreement or the applicable Order or SOW. NICE has sole right to and ownership of, all intellectual property rights in and to: (a) the Services and Software and Documentation, and all modifications, enhancements, improvements, adaptations, translations; (b) the trademarks, service marks, and trade names associated with the Services or Software; (c) Resulting Information; and (d) all other NICE supplied material developed for use in connection with the Services or Software generally, exclusive of the Conten t. 5.3 The Services and Software contain material that is protected by United States and international copyright law and trade secret law, and by international treaty provisions. All rights not expressly granted to Customer herein are reserved to NICE. Customer shall not remove any proprietary notice of NICE from any copy of the Software. Customer may make a reasonable number of copies of the Documentation, provided such reproductions shall include any copyright or proprietary labels, legends or notices placed upon or included in the Documentation by NICE. Customer may make one (1) back-up archival copy of the Software, provided Customer reproduces all confidentiality and proprietary notices on such copy. 5.4 Customer has sole ownership of the Content, including all intellectual property rights related thereto. NICE is not responsible for validating the Content for accuracy, correctness or usability. Customer grants to NICE a limited, non-exclusive, non-sublicensable, non-transferable license to use, copy, store and display the Content to provide the Services to Customer, Rev. 04/21 (Legal Resource identifier-add identifier and remove text) and for the purpose of improving and enhancing the overall user experience of the Services. Customer acknowledges and consents that NICE may share the Content with its Affiliates. NICE will not sell, rent, or lease Content to others. 5.5 Customer shall not: (a) publish, disclose, copy, rent, lease, modify, loan, distribute, sell, resell, transfer, assign, alter or create derivative works based on the Services or Software or any part thereof; (b) reverse engineer, decompile, translate, adapt, or disassemble the Services or Software including to: (i) build or create a competitive product or service, and (ii) build or create a product or services using similar ideas, features, functions or graphics of the Services or Software, nor shall Customer attempt to create the source code from the object code for the Software; (c) permit any third party to access the Services or Software except as expressly permitted herein or under an Order or SOW; or (d) create any unauthorized Internet “links” to the Cloud Services or “frame” or “mirror” any content of the Cloud Services. The activities described in Section 5.5(b) above are prohibited, except as and to the extent expressly authorized by applicable law, and solely in the event that the reproduction of the object code of the Software and translation of its form are necessary to obtain the information required to achieve the interoperability of the Software with other programs. In such circumstances, Customer shall inform NICE in writing, and NICE shall notify Customer within ten (10) business days from receipt of Customer’s notice that: (i) NICE will perform the work in order to achieve such interoperability and invoice Customer accordingly based on NICE’s then-current rates and policies (time, materials, travel), or (ii) Customer itself is entitled to undertake those actions, but only to the extent permitted by such applicable law and required to achieve such interoperability.

License and Ownership. 5.1 The specific terms of the Services and Software use rights granted by NICE to Customer pursuant to this Agreement will be documented in one or more Orders or SOWs; provided that NICE will grant to Customer a non-exclusive, non- transferable, non-sublicensable, limited right to use the Services, Software and Documentation for Customer’s internal business purposes, or as may otherwise be set forth in the applicable Order or SOW. 5.2 No title or ownership of the Services or Software shall be transferred to Customer by way of this Agreement or the applicable Order or SOW. NICE has sole right to and ownership of, all intellectual property rights in and to: (a) the Services and Software and Documentation, and all modifications, enhancements, improvements, adaptations, translations; (b) the trademarks, service marks, and trade names associated with the Services or Software; (c) Resulting Information; and (d) all other NICE supplied material developed for use in connection with the Services or Software generally, exclusive of the Conten t.Content. 5.3 The Services and Software contain material that is protected by United States and international copyright law and trade secret law, and by international treaty provisions. All rights not expressly granted to Customer herein are reserved to NICE. Customer shall not remove any proprietary notice of NICE from any copy of the Software. Customer may make a reasonable number of copies of the Documentation, provided such reproductions shall include any copyright or proprietary labels, legends or notices placed upon or included in the Documentation by NICE. Customer may make one (1) back-up archival copy of the Software, provided Customer reproduces all confidentiality and proprietary notices on such copy. 5.4 Customer has sole ownership of the Content, including all intellectual property rights related thereto. NICE is not responsible for validating the Content for accuracy, correctness or usability. Customer grants to NICE a limited, non-exclusive, non-sublicensable, non-transferable license to use, copy, store and display the Content to provide the Services to Customer, Rev. 04/21 (Legal Resource identifier-add identifier and remove text) and for the purpose of improving and enhancing the overall user experience of the Services. Customer acknowledges and consents that NICE may share the Content with its Affiliates. NICE will not sell, rent, or lease Content to others. 5.5 Customer shall not: (a) publish, disclose, copy, rent, lease, modify, loan, distribute, sell, resell, transfer, assign, alter or create derivative works based on the Services or Software or any part thereof; (b) reverse engineer, decompile, translate, adapt, or disassemble the Services or Software including to: (i) build or create a competitive product or service, and (ii) build or create a product or services using similar ideas, features, functions or graphics of the Services or Software, nor shall Customer attempt to create the source code from the object code for the Software; (c) permit any third party to access the Services or Software except as expressly permitted herein or under an Order or SOW; or (d) create any unauthorized Internet “links” to the Cloud Services or “frame” or “mirror” any content of the Cloud Services. The activities described in Section 5.5(b) above are prohibited, except as and to . 5.6 Customer is solely responsible for monitoring its use of the extent expressly authorized by applicable lawServices or Software for possible unlawful or fraudulent usage, and solely shall notify NICE immediately if it becomes aware or has reason to believe that the Services or Software are being fraudulently used. Customer acknowledges and agrees that its failure to notify NICE may result in the event that the reproduction of the object code of the Software and translation of its form are necessary to obtain the information required to achieve the interoperability of the Software with other programs. In such circumstances, Customer shall inform NICE in writing, and NICE shall notify Customer within ten (10) business days from receipt suspension of Customer’s notice that: (i) NICE will perform right to use and access the work in order to achieve such interoperability and invoice Customer accordingly based on NICE’s then-current rates and policies (time, materials, travel), Services or (ii) Customer itself is entitled to undertake those actions, but only to the extent permitted by such applicable law and required to achieve such interoperabilitySoftware.