Common use of Platform Services Clause in Contracts

Platform Services. 4.1 Marketplacer grants the Operator during the Term a non-exclusive, non-transferable, non- sublicensable and terminable right to access and use the Platform Services on a ‘software- as-a-service’ basis for the purpose of the Operator providing an online marketplace to Operator’s customers and in accordance with the terms of the Agreement. This right is subject to the Operator’s compliance with this clause 4 and the Acceptable Use Policy in clause 6, both of which are essential terms of this Agreement. 4.2 The right granted to the Operator in clause 4.1 is subject to the further condition that the Operator agrees that Marketplacer may collect, aggregate, use and disclose Operator Data provided such data is de-identified, meaning that it cannot be attributed or connected to an individual (“Usage Data”). Notwithstanding anything to the contrary in this Agreement, Marketplacer owns all right, title and interest in any inferences, analytics or databases created using the Usage Data. If Marketplacer discloses insights drawn from Usage Data, then all such disclosures must be anonymized and aggregated and will not identify Operator, and must not be disclosed in a manner that would permit a third party to determine Operator’s identity. 4.3 Operator acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, Marketplacer retains all right, title, and interest in or to the Intellectual Property Rights in the Platform and the Services (including to corrections, updates, adaptations, enhancements or authorised copies of the Platform and/or the Services), and Operator does not acquire any rights, express or implied, in these Intellectual Property Rights. 4.4 As between the parties, Operator owns all Intellectual Property Rights in the Operator Data. The Operator is responsible for the accuracy, quality and legality of Operator Data, the means by which the Operator acquired Operator Data, Operator’s use of Operator Data with the Services, and the interoperation of any third party applications with which Operator uses the Platform or Services. 4.5 The Operator grants to Marketplacer a worldwide, limited term license to access, use, process, copy, distribute, perform, export, modify, make derivative works and display the Operator Data solely to the extent necessary to provide the Services to the Operator and for the limited purpose described in clause 4.2. Marketplacer may also access the Operator’s accounts and portals to respond to support requests. 4.6 The Operator will immediately notify Marketplacer in writing of any breach or alleged breach of any rights, including but not limited to the Intellectual Property Rights, in or to the Platform or the Services by any third party of which the Operator becomes aware and will cooperate with Marketplacer in relation to any investigation or action that Marketplacer takes to protect its rights. 4.7 As between Marketplacer and the Operator, the Operator is responsible for any transactions which occur through or as a result of the Operator Marketplace. Marketplacer is not a party to such transactions and the Operator agrees Marketplacer has no liability in connection with them, nor does it have control over the goods and services transacted through the Operator Marketplace or the acts or omissions of Customers (such as failure to pay or failure to process a refund). The Operator must ensure that the Operator Marketplace is operated, and is responsible for taking reasonable steps to ensure users of the Operator Marketplace use it, in a manner that complies with applicable laws. 4.8 Subject to clause 4.9, Marketplacer will give the Operator at least 5 days’ notice in advance of implementing a Service Update if Marketplacer reasonably believes that the Service Update will (or may) significantly prejudice the Operator’s ability to use the Services or significantly reduce the quality or content of the Services being provided to the Operator. 4.9 Marketplacer may implement a Service Update with no notice or less notice than specified in clause 4.8 if it reasonably believes that the Service Update is critical for maintaining the integrity and/or security of the Platform or a Service and that compliance with clause 4.8 is inappropriate due to the urgency with which the Service Update must be implemented. 4.10 Marketplacer has not agreed to and does not agree to treat as confidential any Feedback Operator provides to Marketplacer, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Marketplacer’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Operator. 4.11 Marketplacer reserves the right to change, discontinue, or deprecate the offering of any Service functionality at any time for any reason. Where the loss of or changed functionality will negatively impact the Operator's use of the Services, Marketplacer shall provide advance written notice to the Operator.

Platform Services. 4.1 Marketplacer grants the Operator during the Term a non-exclusive, non-transferable, non- sublicensable and terminable right to access and use the Platform Services on a ‘software- as-a-service’ basis for the purpose of the Operator providing an online marketplace to Operator’s customers and in accordance with the terms of the Agreement. This right is subject to the Operator’s compliance with this clause 4 and the Acceptable Use Policy in clause 6, both of which are essential terms of this Agreement. 4.2 The right granted to the Operator in clause 4.1 is subject to the further condition that the Operator agrees that Marketplacer may collect, aggregate, use and disclose Operator Data provided such data is de-identified, meaning that it cannot be attributed or connected to an individual (“Usage Data”). Notwithstanding anything to the contrary in this Agreement, Marketplacer owns all right, title and interest in any inferences, analytics or databases created using the Usage Data. If Marketplacer discloses insights drawn from Usage DataData to a third party, then all such disclosures must be anonymized and aggregated and will not identify Operator, and must not be disclosed in a manner that would permit a third party to determine Operator’s identity, except with the Operator’s permission. 4.3 Operator acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, Marketplacer retains all right, title, and interest in or to the Intellectual Property Rights in the Platform and the Services (including to corrections, updates, adaptations, enhancements or authorised copies of the Platform and/or the Services), and Operator does not acquire any rights, express or implied, in these Intellectual Property Rights. 4.4 As between the parties, Operator owns all Intellectual Property Rights in the Operator Data. The Operator is responsible for the accuracy, quality and legality of Operator Data, the means by which the Operator acquired Operator Data, Operator’s use of Operator Data with the Services, and the interoperation of any third party applications with which Operator uses the Platform or Services. 4.5 The Operator grants to Marketplacer a worldwide, limited term license to access, use, process, copy, distribute, perform, export, modify, make derivative works and display the Operator Data solely to the extent necessary to provide the Services to the Operator and for the limited purpose described in clause 4.2. Marketplacer may also access the Operator’s accounts and portals to respond to support requests. 4.6 The Operator will immediately notify Marketplacer in writing of any breach or alleged breach of any rights, including but not limited to the Intellectual Property Rights, in or to the Platform or the Services by any third party of which the Operator becomes aware and will cooperate with Marketplacer in relation to any investigation or action that Marketplacer takes to protect its rights. 4.7 As between Marketplacer and the Operator, the Operator is responsible for any transactions which occur through or as a result of the Operator Marketplace. Marketplacer is not a party to such transactions and the Operator agrees Marketplacer has no liability in connection with them, nor does it have control over the goods and services transacted through the Operator Marketplace or the acts or omissions of Customers (such as failure to pay or failure to process a refund). The Operator must ensure that the Operator Marketplace is operated, and is responsible for taking reasonable steps to ensure users of the Operator Marketplace use it, in a manner that complies with applicable laws. 4.8 Subject to clause 4.9, Marketplacer will give the Operator at least 5 days’ notice in advance of implementing a Service Update if Marketplacer reasonably believes that the Service Update will (or may) significantly prejudice the Operator’s ability to use the Services or significantly reduce the quality or content of the Services being provided to the Operator. 4.9 Marketplacer may implement a Service Update with no notice or less notice than specified in clause 4.8 if it reasonably believes that the Service Update is critical for maintaining the integrity and/or security of the Platform or a Service and that compliance with clause 4.8 is inappropriate due to the urgency with which the Service Update must be implemented. 4.10 Marketplacer has not agreed to and does not agree to treat as confidential any Feedback Operator provides to Marketplacer, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Marketplacer’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Operator. 4.11 Marketplacer reserves the right to change, discontinue, or deprecate the offering of any Service functionality at any time for any reason. Where the loss of or changed functionality will negatively impact the Operator's use of the Services, Marketplacer shall provide advance written notice to the Operator.

Platform Services. 4.1 Marketplacer grants the Operator during the Term a non-exclusive, non-transferable, non- sublicensable and terminable right to access and use the Platform Services on a ‘software- software-as-a-a- service’ basis for the purpose of the Operator providing to provide an online marketplace to Operator’s customers and in accordance with the terms of the Agreement. This right is subject to the Operator’s compliance with this clause 4 and the Acceptable Use Policy in clause 6, both of which are essential terms of this Agreement. 4.2 The right granted to the Operator in clause 4.1 is subject to the further condition that the Operator agrees that Marketplacer may collect, aggregate, use and disclose Operator Data provided such data is de-identified, meaning that it cannot be attributed or connected to an individual (“Usage Data”). Notwithstanding anything to the contrary in this Agreement, Marketplacer owns all right, title and interest in any inferences, analytics or databases created using the Usage Data. If Marketplacer discloses insights drawn from Usage Data, then all such disclosures must be anonymized and aggregated and will not identify Operator, and must not be disclosed in a manner that would permit a third party to determine Operator’s identity. 4.3 Operator acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, Marketplacer retains all right, title, and interest in or to the Intellectual Property Rights in the Platform and the Services (including to corrections, updates, adaptations, enhancements or authorised copies of the Platform and/or the Services), and Operator does not acquire any rights, express or implied, in these Intellectual Property Rights. 4.4 As between the parties, Operator owns all Intellectual Property Rights in the Operator Data. The Operator is responsible for the accuracy, quality and legality of Operator Data, the means by which the Operator acquired Operator Data, Operator’s use of Operator Data with the Services, and the interoperation of any third party applications with which Operator uses the Platform or Services. 4.5 The Operator grants to Marketplacer a worldwide, limited term license to access, use, process, copy, distribute, perform, export, modify, make derivative works and display the Operator Data solely to the extent necessary to provide the Services to the Operator and for the limited purpose described in clause 4.2. Marketplacer may also access the Operator’s accounts and portals and the Operator Marketplace to respond to support requests. 4.6 The Operator will immediately notify Marketplacer in writing of any breach or alleged breach of any rights, including but not limited to the Intellectual Property Rights, in or to the Platform or the Services by any third party of which the Operator becomes aware and will cooperate with Marketplacer in relation to any investigation or action that Marketplacer takes to protect its rights. 4.7 As between Marketplacer and the Operator, the Operator is responsible for any transactions which occur through or as a result of the Operator Marketplace. Marketplacer is not a party to such transactions and the Operator agrees Marketplacer has no liability in connection with them, nor does it have control over the goods and services transacted through the Operator Marketplace or the acts or omissions of Customers (such as failure to pay or failure to process a refund). The Operator must ensure that the Operator Marketplace is operated, and is responsible for taking reasonable steps to ensure users of the Operator Marketplace use it, in a manner that complies with applicable laws. 4.8 Subject to clause 4.9, Marketplacer will give the Operator at least 5 days’ notice in advance of implementing a Service Update if Marketplacer reasonably believes that the Service Update will (or may) significantly prejudice the Operator’s ability to use the Services or significantly reduce the quality or content of the Services being provided to the Operator. 4.9 Marketplacer may implement a Service Update with no notice or less notice than specified in clause 4.8 if it reasonably believes that the Service Update is critical for maintaining the integrity and/or security of the Platform or a Service and that compliance with clause 4.8 is inappropriate due to the urgency with which the Service Update must be implemented. 4.10 Marketplacer has not agreed to and does not agree to treat as confidential any Feedback Operator provides to Marketplacer, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Marketplacer’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Operator. 4.11 Marketplacer reserves the right to change, discontinue, or deprecate the offering of any Service functionality at any time for any reason. Where the loss of or changed functionality will negatively impact the Operator's use of the Services, Marketplacer shall provide advance written notice to the Operator.