Common use of RESTRICTIONS AND RESPONSIBILITIES Clause in Contracts

RESTRICTIONS AND RESPONSIBILITIES. 6.1. With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non- transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications. 6.2. Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications or any software, documentation or data related to the FOCUSIT Applications (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications or any Software (except to the extent expressly permitted by FOCUSIT or authorized within the FOCUSIT Applications); use the FOCUSIT Applications or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 6.3. Further, Client may not remove or export from the United States or allow the export or re-export of the FOCUSIT Applications, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or 6.4. Client represents, covenants, and warrants that Client and its End Users will use the FOCUSIT Applications only in compliance with this Agreement, the Terms of Use, the User Access Agreement and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless FOCUSIT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of FOCUSIT Applications. Although FOCUSIT has no obligation to monitor Client’s use of the FOCUSIT Applications, FOCUSIT may do so and may prohibit any use of the FOCUSIT Applications it believes may be (or alleged to be) in violation of the foregoing. 6.5. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT Applications, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client shall also be responsible for maintaining the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent. 6.6. Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement. 6.7. Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.

RESTRICTIONS AND RESPONSIBILITIES. 6.1. With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non- transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications. 6.2. Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications or any software, documentation or data related to the FOCUSIT Applications (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications or any Software (except to the extent expressly permitted by FOCUSIT or authorized within the FOCUSIT Applications); use the FOCUSIT Applications or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 6.3. Further, Client may not remove or export from the United States or allow the export or re-export of the FOCUSIT Applications, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software oror commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 6.4. Client represents, covenants, and warrants that Client and its End Users will use the FOCUSIT Applications only in compliance with this Agreement, the Terms of Use, the User Access Agreement and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless FOCUSIT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of FOCUSIT Applications. Although FOCUSIT has no obligation to monitor Client’s use of the FOCUSIT Applications, FOCUSIT may do so and may prohibit any use of the FOCUSIT Applications it believes may be (or alleged to be) in violation of the foregoing. 6.5. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT Applications, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client shall also be responsible for maintaining the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent. 6.6. Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement. 6.7. Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.

RESTRICTIONS AND RESPONSIBILITIES. 6.1. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non- non-transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications. 6.2. 6.2 Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications or any software, documentation or data related to the FOCUSIT Applications (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications or any Software (except to the extent expressly permitted by FOCUSIT or authorized within the FOCUSIT Applications); use the FOCUSIT Applications or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 6.3. 6.3 Further, Client may not remove or export from the United States or allow the export or re-export of the FOCUSIT Applications, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software oror commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 6.4. 6.4 Client represents, covenants, and warrants that Client and its End Users will use the FOCUSIT Applications only in compliance with this Agreement, the Terms of Use, the User Access Agreement and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless FOCUSIT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of FOCUSIT Applications. Although FOCUSIT has no obligation to monitor Client’s use of the FOCUSIT Applications, FOCUSIT may do so and may prohibit any use of the FOCUSIT Applications it believes may be (or alleged to be) in violation of the foregoing. 6.5. 6.5 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT Applications, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client shall also be responsible for maintaining the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent. 6.6. 6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement. 6.7. 6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.

RESTRICTIONS AND RESPONSIBILITIES. 6.1. With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non- transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications. 6.2. Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. 6.3. 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software oror commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 6.4. Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing. 6.5. Client 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent. 6.6. Client shall be solely responsible for 2.5 Customer may opt out of these Terms and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT SiteConditions, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreementbut doing so will terminate Services. 6.7. Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.

RESTRICTIONS AND RESPONSIBILITIES. 6.1. With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non- transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications. 6.2. Client 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the FOCUSIT Applications Services or any software, documentation or data related to the FOCUSIT Applications Services (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Services or any Software (except to the extent expressly permitted by FOCUSIT Company or authorized within the FOCUSIT ApplicationsServices); use the FOCUSIT Applications Services or any Software for timesharing time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non- exclusive, non- transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. 6.3. 2.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT ApplicationsServices, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software oror commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 6.4. Client 2.3 Customer represents, covenants, and warrants that Client and its End Users Customer will use the FOCUSIT Applications Services only in compliance with this Agreement, Company’s standard published policies then in effect (the Terms of Use, the User Access Agreement “Policy”) and all applicable laws and regulations. Client Both parties hereby agrees to indemnify and hold harmless FOCUSIT the other party against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or SERVICE AGREEMENT action that arises from an alleged violation of the foregoing or otherwise from ClientCustomer’s use of FOCUSIT ApplicationsServices. Although FOCUSIT Company has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsServices, FOCUSIT Company may do so and may prohibit any use of the FOCUSIT Applications Services it believes may be (or alleged to be) in violation of the foregoing. 6.5. Client 2.4 Customers shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsServices, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consent. 6.6. Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement. 6.7. Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.

RESTRICTIONS AND RESPONSIBILITIES. 6.1. 6.1 With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non- transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications. 6.2. 6.2 Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-know- how or algorithms relevant to the FOCUSIT Applications or any software, documentation or data related to the FOCUSIT Applications (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications or any Software (except to the extent expressly permitted by FOCUSIT or authorized within the FOCUSIT Applications); use the FOCUSIT Applications or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 6.3. 6.3 Further, Client may not remove or export from the United States or allow the export or re-export of the FOCUSIT Applications, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software oror commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 6.4. 6.4 Client represents, covenants, and warrants that Client and its End Users will use the FOCUSIT Applications only in compliance with this Agreement, the Terms of Use, the User Access Agreement and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless FOCUSIT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of FOCUSIT Applications. Although FOCUSIT has no obligation to monitor Client’s use of the FOCUSIT Applications, FOCUSIT may do so and may prohibit any use of the FOCUSIT Applications it believes may be (or alleged to be) in violation of the foregoing. 6.5. 6.5 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT Applications, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client shall also be responsible for maintaining the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent. 6.6. 6.6 Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement. 6.7. 6.7 Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.

RESTRICTIONS AND RESPONSIBILITIES. 6.1. With respect to any Software that is distributed or provided to Client for use on Client premises or devices, FOCUSIT hereby grants Client a limited, non-exclusive, non- transferable, non-sublicensable license to use such Software (as defined below) during the Term only in connection with the FOCUSIT Applications. 6.2. Client 4.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how structure or algorithms relevant to of the FOCUSIT Applications Platform or any software, documentation or data related to the FOCUSIT Applications underlying software (the “Software”); modify, translate, or create derivative works based on the FOCUSIT Applications Platform or any Software (except to the extent expressly permitted by FOCUSIT Canopy or authorized within the FOCUSIT ApplicationsPlatform); use the FOCUSIT Applications Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a thirdthird party; or remove any proprietary notices or labels. 6.3. 4.2 Further, Client Customer may not remove or export from the United States or allow the export or re-export of the FOCUSIT Applications, Software Platform or anything related theretoSoftware, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial itemsproducts” and according to DFAR section 252.2277014(a)(1252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial computer software oror commercial computer software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 6.4. Client 4.3 Each party represents, covenants, and warrants that Client and its End Users will use the FOCUSIT Applications only in compliance with performance under this Agreement, including but not limited to any use of the Terms of UsePlatform, the User Access Agreement and will comply with all applicable laws and regulations. Client Customer hereby agrees to indemnify and hold harmless FOCUSIT Canopy against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of FOCUSIT Applicationsforegoing. Although FOCUSIT Canopy has no obligation to monitor ClientCustomer’s use of the FOCUSIT ApplicationsPlatform, FOCUSIT Canopy may do so (subject to the provisions of Section 6) and may prohibit any use of the FOCUSIT Applications Platform it believes may be (or alleged to be) in violation of the foregoing. 6.54.4 Customer represents, warrants and covenants that it and its authorized Users have and will have the legal right to possess, store and transmit all Customer Data (as defined below) stored on and transmitted through the Platform. 4.5 Customer further represents and warrants that Customer Data (as defined below) does not and will not include, and the Customer has not and shall not upload or transmit to Canopy, any Customer Data classified as Restricted Data. Client The Customer recognizes and agrees that: (a) Canopy shall have no liability for any failure to provide protections set forth in applicable laws to protect Restricted Data and (b) the Platform may not provide adequate or legally required security for Restricted Data. Customer hereby agrees to indemnify and hold Canopy harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from any alleged failure to provide protections set forth in applicable laws to protect Restricted Data. 4.6 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the FOCUSIT ApplicationsPlatform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Client Customer shall also be responsible for maintaining the Client security of the Equipment, Customer’s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client Customer account or the Equipment with or without ClientCustomer’s knowledge or consentconsent (except those uses by Canopy). 6.6. Client shall be solely responsible for and shall provide for the physical and electronic security for all of its computer systems in its possession or control that Client and End Users use to access the FOCUSIT Application and FOCUSIT Site, and shall ensure that only authorized personnel are allowed to access and use the FOCUSIT Application and FOCUSIT. The security measures employed by Client shall not be less than those employed in the industry to protect information of a similar kind or nature. Pursuant to Section 5, FOCUSIT shall have the right to audit Client’s security, in coordination with Client, to assess the adequacy of Client’s security measures under this Agreement. 6.7. Client is responsible for maintaining the confidentiality of all Client Content, all other information about Client and its End Users, including all Permitted User Accounts. Client shall be responsible for all uses of such User Accounts, regardless of whether the actual uses are authorized by Client. Client agrees to promptly notify FOCUSIT of any unauthorized use, access, or disclosure of any of its Client Account or Permitted User Accounts. Without limiting any of the foregoing, Client is responsible for all access to and use of the FOCUSIT Application and FOCUSIT Site by all of its End Users, and shall assure compliance with this Agreement (and any end user agreement consented to by that End User) by each such End User provided access to the FOCUSIT Application and FOCUSIT Site through Client. Any act or omission by any such third party shall be deemed to be committed by Client for purposes of this Agreement.