Common use of USE OF SERVICES/SOFTWARE Clause in Contracts

USE OF SERVICES/SOFTWARE. 2.1 FocusVision grants to Client, subject to the terms and conditions of the Agreement, the restricted, time-limited, non-exclusive, non-transferable and non-assignable right to access via the Internet and use the Proprietary Software or Services. Client is not granted any license or right to use any other IP that FocusVision may own, have licensing rights to, or otherwise control. 2.2 Client may grant access to use the Proprietary Software or Services to its independent contractors in the ordinary course of business for the purpose of the independent contractors providing services to Client (and not for any contractor’s independent use or use for the benefit of any third party). At FocusVision’s request at any time during the Term, Client shall promptly provide FocusVision with a list that sufficiently identifies the independent contractors Client has authorized pursuant to this Article 2.2. 2.3 Client shall acquire no title or ownership to the Proprietary Software, the Services, Improvements, or the Documentation, all of which are and will remain the IP of FocusVision. For the avoidance of doubt, except as expressly provided in Article 4.5, FocusVision shall own all IP Rights with respect to any Improvements or IP created from the provision of any Services or Deliverables under the Agreement. 2.4 Without limiting any of its other rights, FocusVision reserves the rights to restrict all uses of the Proprietary Software and Services to assure compliance by Client and Authorized Users who have access to the Proprietary Software and Services and are not in compliance with the terms and conditions of this Agreement during the period of such non-compliance. 2.5 Except as expressly provided otherwise in this Agreement or the Documentation, Client will not (i) modify, copy or create any derivative works based on the Proprietary Software, Services, or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Proprietary Software, Services, or Documentation available to any third party; (iii) reverse engineer or decompile any portion of the Proprietary Software or Documentation, including but not limited to, any software procured and utilized by FocusVision in the provision of the Proprietary Software and Documentation, except to the extent required by Law; (iv) access the Proprietary Software, Services, or Documentation in order to build any commercially available product or service that infringes or misappropriates FocusVision’s IP Rights; (v) knowingly send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights or material for which Client is not authorized to use, using the Proprietary Software or Services; (vi) knowingly send or store malicious code in connection with the Proprietary Software; or (vii) maliciously interfere with or disrupt performance of the Proprietary Software or the data contained therein. 2.6 With respect to access to and use of the Proprietary Software, if any unauthorized use is made of the Proprietary Software and such use is attributable to any act or omission of Client, then, without prejudice to FocusVision’s other rights and remedies, FocusVision will have the right to require that Client immediately pay to FocusVision an amount equal to the Fees FocusVision would have collected had the Agreement originally included such unauthorized use. Client will immediately notify FocusVision if it suspects or becomes aware of any such unauthorized use, and will cooperate with FocusVision in investigating and resolving the situation. For clarity (i) a third party (other than an independent contractor permitted pursuant to Article 2.2) that is granted access by Client to program a survey is considered an unauthorized user under this Article, and (ii) a third party that is granted access by Client solely to complete a survey or view survey results is not considered an unauthorized user under this Article.

USE OF SERVICES/SOFTWARE. 2.1 FocusVision grants to Client, subject to the terms and conditions of the Agreement, the restricted, time-limited, non-non- exclusive, non-transferable and non-assignable right to access via the Internet and use the Proprietary Software or Services. Client is not granted any license or right to use any other IP or IP Rights that FocusVision may own, have licensing rights to, or otherwise control. 2.2 Client may grant access to use the Proprietary Software or Services to its independent contractors in the ordinary course of business for the purpose of the independent contractors providing services to Client (and not for any contractor’s independent use or use for the benefit of any third party). At FocusVision’s request at any time during the Term, Client shall promptly provide FocusVision with a list that sufficiently identifies the independent contractors Client has authorized pursuant to this Article 2.2. 2.3 Client shall acquire no title or ownership to the Proprietary Software, the Services, Improvements, or the Documentation, the IP Rights in all of which are and will remain the IP of owned by FocusVision. For the avoidance of doubt, except as expressly provided in Article 4.5, FocusVision shall own all IP Rights with respect to any Improvements or IP created from the provision of any Services or Deliverables under the Agreement. 2.4 Without limiting any of its other rights, FocusVision reserves the rights to restrict all uses of the Proprietary Software and Services to assure compliance by Client and Authorized Users who have access to the Proprietary Software and Services and are not in compliance with the terms and conditions of this Agreement during the period of such non-compliance. 2.5 Except as expressly provided otherwise in this Agreement or the Documentation, Client will not (i) modify, copy or create any derivative works based on the Proprietary Software, Services, or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Proprietary Software, Services, or Documentation available to any third party; (iii) reverse engineer or decompile any portion of the Proprietary Software or Documentation, including but not limited to, any software procured and utilized by FocusVision in the provision of the Proprietary Software and Documentation, except to the extent required by Law; (iv) access the Proprietary Software, Services, or Documentation in order to build any commercially available product or service that infringes or misappropriates FocusVision’s IP Rights; (v) knowingly send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights or material for which Client is not authorized to use, using the Proprietary Software or Services; (vi) knowingly send or store malicious code in connection with the Proprietary Software; or (vii) maliciously interfere with or disrupt performance of the Proprietary Software or the data contained therein. 2.6 With respect to access to and use of the Proprietary Software, if any unauthorized use is made of the Proprietary Software and such use is attributable to any act or omission of Client, then, without prejudice to FocusVision’s other rights and remedies, FocusVision will have the right to require that Client immediately pay to FocusVision an amount equal to the Fees FocusVision would have collected had the Agreement originally included such unauthorized use. Client will immediately notify FocusVision if it suspects or becomes aware of any such unauthorized use, and will cooperate with FocusVision in investigating and resolving the situation. For clarity (i) a third party (other than an independent contractor permitted pursuant to Article 2.2) that is granted access by Client to program a survey is considered an unauthorized user under this Article, and (ii) a third party that is granted access by Client solely to complete a survey or view survey results is not considered an unauthorized user under this Article.or