Common use of LICENSE AND USE Clause in Contracts

LICENSE AND USE. 2.1 Subject to the terms and conditions of this Agreement, Polar hereby grants You, and You accept, a royalty-free, non-transferable, non-exclusive, worldwide and limited license to use the Licensed Materials solely for the purposes of proprietary application or services development and/or setting their priorities in application development purposes interacting through AccessLink with Polar Ecosystem, as well as to distribute the software parts of the Licensed Materials in binary form and grant sublicense to use Licensed Materials to Your Corporate Customers, if applicable, but then always under Your own license terms and conditions protecting sufficiently, but in no case with less stringent terms than in this Agreement Polar’s Intellectual Property Rights, the use and handling of Data and Licensed Materials and Member’s privacy settings. Any other use of the AccessLink is strictly prohibited. 2.2 In no event You may copy, export, re-export, sublicense, rent, loan, lease, disclose, sell, market, commercialize, re-license, otherwise transfer to any third party (other than Your Corporate Customers) or use or permit use of the Licensed Materials in any manner inconsistent with or not expressly permitted under this Agreement. You shall not (or attempt to) itself or permit others to decompile, reverse engineer, or disassemble, derive or determine the source code (including the logic, protocols or specifications incorporated or implemented therein) of the Licensed Materials or enable any disabled logic, protocols or specifications incorporated or implemented in the Licensed Materials. You may not use, or permit others use the Licensed Materials in creating a service similar to or competing with Polar Ecosystem and the primary purpose of your application and service shall be extending and improving the Member’s experience. There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Polar and its licensors. Also, any and all licenses with respect to Polar or third party patents (including essential patents) are specifically excluded from the scope of this Agreement, and those licenses need to be acquired separately from Polar or the respective right holders, as the case may be. 2.3 Your application or service must not interfere or attempt to interfere in any manner with the proper working of Polar Ecosystem, or any related Polar service, application or activity. Load testing without prior approval by Polar will be construed as interfering with the proper working of Polar Ecosystem and may result in blacklisting of Your application or service by Polar. Polar may use any technical means to overcome such interference, including without limitation, suspending or terminating access to the Polar Ecosystem. Your application or service must pass a consistent and accurate identification of itself to Polar Ecosystem as outlined in the Polar AccessLink API documentation (link). Except as expressly permitted by Polar, You may not use any automated means (e.g., scraping and robots) other than Your application or software to access, query or otherwise collect Data or any other information from Polar Ecosystem, or any Web site owned or operated by Polar.

LICENSE AND USE. 2.1 Subject to the terms and conditions of this Agreement, Polar hereby grants You, and You accept, a royalty-free, non-transferable, non-exclusive, worldwide and limited license to use the Licensed Materials solely for the purposes of proprietary application or services development and/or setting their priorities in application development purposes interacting through AccessLink with Polar Ecosystem, as well as to distribute the software parts of the Licensed Materials in binary form and grant sublicense to use Licensed Materials to Your Corporate Customers, if applicable, but then always under Your own license terms and conditions protecting sufficiently, but in no case with less stringent terms than in this Agreement Polar’s Polar s Intellectual Property Rights, the use and handling of Data and Licensed Materials and Member’s Member s privacy settings. Any other use of the AccessLink is strictly prohibited. 2.2 In no event You may copy, export, re-export, sublicense, rent, loan, lease, disclose, sell, market, commercialize, re-license, otherwise transfer to any third party (other than Your Corporate Customers) or use or permit use of the Licensed Materials in any manner inconsistent with or not expressly permitted under this Agreement. You shall not (or attempt to) itself or permit others to decompile, reverse engineer, or disassemble, derive or determine the source code (including the logic, protocols or specifications incorporated or implemented therein) of the Licensed Materials or enable any disabled logic, protocols or specifications incorporated or implemented in the Licensed Materials. You may not use, or permit others use the Licensed Materials in creating a service similar to or competing with Polar Ecosystem and the primary purpose of your application and service shall be extending and improving the Member’s Member s experience. There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Polar and its licensors. Also, any and all licenses with respect to Polar or third party patents (including essential patents) are specifically excluded from the scope of this Agreement, and those licenses need to be acquired separately from Polar or the respective right holders, as the case may be. 2.3 Your application or service must not interfere or attempt to interfere in any manner with the proper working of Polar Ecosystem, or any related Polar service, application or activity. Load testing without prior approval by Polar will be construed as interfering with the proper working of Polar Ecosystem and may result in blacklisting of Your application or service by Polar. Polar may use any technical means to overcome such interference, including without limitation, suspending or terminating access to the Polar Ecosystem. Your application or service must pass a consistent and accurate identification of itself to Polar Ecosystem as outlined in the Polar AccessLink API documentation (link). Except as expressly permitted by Polar, You may not use any automated means (e.g., scraping and robots) other than Your application or software to access, query or otherwise collect Data or any other information from Polar Ecosystem, or any Web site owned or operated by Polar.

LICENSE AND USE. 2.1 (a) Subject to the terms and conditions of set forth in this Agreement, Polar hereby Licensor, on behalf of itself and its Subsidiaries, grants Youto Licensee a fully paid-up, and You accept, a royalty-free, non-transferableperpetual (subject to Section 4), worldwide, sublicensable (subject Section 2(b) and Section 14), non-exclusiveassignable (subject to Section 14), worldwide and limited non-exclusive license to reproduce, display, perform, distribute, transmit and use (including, subject to Section 2(b), to create derivative works from) the Retained Licensed Copyrights solely to conduct the SpinCo Business in connection with Products manufactured at the Facility following the Effective Date, in the manner conducted as of the Effective Date and not for any other current or future purpose or business of Licensee (collectively, the rights granted above will be referred to as the “License”). (b) For purposes of clarity, the rights granted to Licensee under this section are subject to Section 2(c) of this Agreement and no rights to grant sublicenses or create derivative works are granted to Licensee with respect to the Licensed Materials solely for the purposes of proprietary application Copyrights, which are owned by Licensor’s business partners or services development and/or setting their priorities in application development purposes interacting through AccessLink with Polar Ecosystem, as well as to distribute the software parts of the Licensed Materials in binary form and grant sublicense to use Licensed Materials to Your Corporate Customersany other third party. (c) Licensee acknowledges that Licensor and, if applicable, but then always Licensor’s business partners or other third party are and at all times shall continue to be the exclusive owners of the Retained Licensed Copyrights and that all of Licensee’s rights and use under Your own license terms and conditions protecting sufficiently, but in no case with less stringent terms than in this Agreement Polar’s Intellectual Property Rights, will inure to the use and handling of Data and Licensed Materials and Member’s privacy settings. Any other use benefit of the AccessLink is strictly prohibited. 2.2 Licensor and Licensor’s business partners all title and property in the Retained Licensed Copyrights continue at all times to vest solely and absolutely in the Licensor and Licensor’s business partners or other third party. In no the event You may copy, export, re-export, sublicense, rent, loan, lease, disclose, sell, market, commercialize, re-license, otherwise transfer that Licensee desires to any third party (other than Your Corporate Customers) or use or permit expand its use of the Licensed Materials in any manner inconsistent with or not expressly permitted under this Agreement. You shall not (or attempt to) itself or permit others to decompile, reverse engineer, or disassemble, derive or determine the source code Copyrights (including the logic, protocols or specifications incorporated or implemented therein) of the but not limited to such Licensed Materials or enable any disabled logic, protocols or specifications incorporated or implemented in the Licensed Materials. You may not use, or permit others use the Licensed Materials in creating a service similar to or competing with Polar Ecosystem and the primary purpose of your application and service shall be extending and improving the Member’s experience. There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Polar and its licensors. Also, any and all licenses with respect to Polar or third party patents (including essential patents) are specifically excluded from the scope Copyrights set forth on Schedule 1 of this Agreement), Licensee agrees that: (i) Licensor shall have no liability related to such expanded use; (ii) Licensor shall have no responsibility to negotiate such rights to enable Licensee’s expanded use; and those licenses need (iii) Licensee shall negotiate such rights to Licensee’s expanded use directly with Licensor’s business partners. (d) Licensee shall not do, cause, suffer or cause to be acquired separately from Polar done any deed, matter or thing whatsoever which shall, or is likely to, adversely affect or prejudice, directly or indirectly, the validity of the Retained Licensed Copyrights or the respective right holders, as ownership of the case may be. 2.3 Your application or service must not interfere or attempt to interfere in any manner with the proper working of Polar Ecosystem, or any related Polar service, application or activity. Load testing without prior approval Retained Licensed Copyrights by Polar will be construed as interfering with the proper working of Polar Ecosystem Licensor and may result in blacklisting of Your application or service by Polar. Polar may use any technical means to overcome such interference, including without limitation, suspending or terminating access to the Polar Ecosystem. Your application or service must pass a consistent and accurate identification of itself to Polar Ecosystem as outlined in the Polar AccessLink API documentation (link). Except as expressly permitted by Polar, You may not use any automated means (e.g., scraping and robots) other than Your application or software to access, query or otherwise collect Data Licensor’s business partners or any other information from Polar Ecosystem, or any Web site owned or operated by Polarthird party.

LICENSE AND USE. 2.1 Subject 4.1 Pursuant to this Agreement and the terms Order, ACG hereby grants you, a limited, non‐exclusive, non‐sublicenable, and conditions non‐transferable license to access and use the Subscription Services purchased by you in the applicable Order Form during the Order Term (as defined below). The Subscription Services (a) consist of Content, products and services owned and provided by ACG (the “ACG‐ Owned Services”) and (b) may consist of Content, products and services not owned by ACG, but instead provided by a third party or third parties as a required function to provide the Subscription Services or as a value‐add to ACG’s subscribers and the Authorized Users (the “Third Party Services”). ACG reserves the right to modify the Subscription Services and the Content and their respective features and functionality at any time, without notice or warning and without liability, provided that no such modification shall materially decrease the features and functionality of the ACG‐Owned Services licensed to you as of the Effective Date. ACG shall have the right to add, drop, modify, or replace, all or any part of the Third Party Services at any time. ACG and ACG’s licensors reserve all rights not expressly granted to you in this Agreement. 4.2 You will use, and you will cause the Subscription Services to be used, only (a) for internal business purposes, (b) for purposes that are in accordance with applicable federal, state, and local laws, rules, regulations, the Policies and this Agreement, Polar hereby grants Youand (c) in accordance with all license terms imposed by third party providers, and if any, of any of the Third Party Services (including the AWS Marketplace Site). You acceptwill not allow anyone to (i) circumvent any security feature of the Subscription Services or the Content, a royalty-free, non-transferable, non-exclusive, worldwide and limited license to (ii) use the Licensed Materials solely for the purposes of proprietary application Subscription Services to provide services or services development and/or setting their priorities in application development purposes interacting through AccessLink with Polar Ecosystem, as well as to distribute the software parts of the Licensed Materials in binary form and grant sublicense to use Licensed Materials to Your Corporate Customers, if applicable, but then always under Your own license terms and conditions protecting sufficiently, but in no case with less stringent terms than in this Agreement Polar’s Intellectual Property Rights, the use and handling of Data and Licensed Materials and Member’s privacy settings. Any other use of the AccessLink is strictly prohibited. 2.2 In no event You may copy, export, re-export, sublicense, rent, loan, lease, disclose, sell, market, commercialize, re-license, otherwise transfer Content to any third party (other than Your Corporate CustomersAuthorized Users, (iii) permit any third party to view, use, access, or use copy the Subscription Services or permit use the Content; (iv) disclose, publish, broadcast, sell, lease, sublicense, transfer, copy or otherwise redistribute or commercially exploit or market in any way the Subscription Services or the Content or any component thereof; (v) restrict or inhibit any other user from using or enjoying the Subscription Services; (vi) falsify or delete any author attributions, legal, or other proper notices or proprietary designations or labels of the Licensed Materials origin or source of the Subscription Services, the Content, or other materials contained in any manner inconsistent with or not expressly permitted under this Agreement. You shall not a file that is uploaded; (or attempt tovii) itself or permit others to modify, decompile, reverse engineer, or recreate, disassemble, derive or determine otherwise make any changes to the source code Subscription Services or the Content or any component thereof; or (including viii) load the logicSubscription Services on accounts other than accounts of specifically identified in the applicable Order Form, protocols or specifications incorporated or implemented therein) allow the number of Authorized Users who use the Subscription Services to exceed the number specified in the applicable Order Form. 4.3 Notwithstanding anything to the contrary herein, the commercial terms that govern the type of Subscription Services and the quantity of Authorized Users hereunder, and pricing, payment, and term and termination of the Licensed Materials or enable any disabled logic, protocols or specifications incorporated or implemented in the Licensed Materials. You may not use, or permit others use the Licensed Materials in creating a service similar to or competing with Polar Ecosystem and the primary purpose of your application and service License shall be extending governed by the applicable Order Form(s) and improving the Member’s experience. There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Polar and its licensors. Also, any and all licenses with respect to Polar or third party patents (including essential patents) are specifically excluded from the scope of this Agreement, and those licenses need to be acquired separately from Polar or the respective right holders, as the case may be. 2.3 Your application or service must not interfere or attempt to interfere in any manner with the proper working of Polar Ecosystem, or any related Polar service, application or activity. Load testing without prior approval by Polar will be construed as interfering with the proper working of Polar Ecosystem and may result in blacklisting of Your application or service by Polar. Polar may use any technical means to overcome such interference, including without limitation, suspending or terminating access to the Polar Ecosystem. Your application or service must pass a consistent and accurate identification of itself to Polar Ecosystem as outlined in the Polar AccessLink API documentation (link). Except as expressly permitted by Polar, You may not use any automated means (e.g., scraping and robots) other than Your application or software to access, query or otherwise collect Data or any other information from Polar Ecosystem, or any Web site owned or operated by Polar.