Common use of User Subscriptions Clause in Contracts

User Subscriptions. ‌ 2.1 Subject to the Institution purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Jamworks hereby grants to the Institution a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Institution's internal business operations. 2.2 In relation to the Authorised Users, the Institution undertakes that: (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; (c) each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than 12 months and that each Authorised User shall keep their password confidential; (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Jamworks within 5 Business Days of Jamworks’ written request at any time or times;‌ (e) it shall permit Jamworks or Jamworks’ designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Institution's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at Jamworks’ expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Institution's normal conduct of business;‌ (f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Jamworks’ other rights, the Institution shall promptly disable such passwords and Jamworks shall not issue any new passwords to any such individual; and (g) if any of the audits referred to in clause 2.2(e) reveal that the Institution has underpaid Subscription Fees to Jamworks, then without prejudice to Jamworks’ other rights, the Institution shall pay to Jamworks an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant audit. 2.3 The Institution shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and Jamworks reserves the right, without liability or prejudice to its other rights to the Institution, to disable the Institution's access to any material that breaches the provisions of this clause. 2.4 The Institution shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; or (d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or (f) introduce or permit the introduction of any Virus or Vulnerability into Jamworks’ network and information systems. 2.5 The Institution shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Jamworks. 2.6 The rights provided under this clause 2 are granted to the Institution only and shall not be considered granted to any subsidiary or holding company of the Institution.

User Subscriptions. ‌ 2.1 Subject to the Institution purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Jamworks 4.1.1 The Licensor hereby grants to the Institution Licensee a non-exclusive, non-transferable exclusive right, without the right to grant sublicencessub-licences, to permit the Authorised Users to use the Services and Licensed Programs for The Service in the Documentation United Kingdom during the Subscription Term solely for Licence Term, up to the Institution's internal business operationsmaximum number of User Subscriptions stipulated in Schedule 3. The rights provided under this clause are granted to the Licensee, and to any subsidiary or holding company of the Licensee in the United Kingdom. 2.2 In relation 4.1.2 The Licensee may reassign User Subscriptions to new Authorised Users if a previous Authorised User is deregistered from using the Licensed Programs. Reassignment of any User Subscription shall be deemed a replacement only and shall not require an increase in the number of eligible User Subscriptions. 4.1.3 The Licensee shall use reasonable endeavours to ensure that Authorised Users, Users choose a sufficiently complex password in order to access and use the Institution undertakes that:Licensed Programs and keep the passwords secure. (a) 4.1.4 The Licensee shall ensure that the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation Licensed Programs shall not exceed the maximum number of concurrent User Subscriptions that it has purchased from time to time;in terms of this Agreement. (b) it will not allow or suffer any User Subscription to be used by more than one individual 4.1.5 The Licensee shall ensure that once a former Authorised User unless it has been reassigned in its entirety to another deregistered from using the Licensed Programs, the individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;Licensed Programs. (c) each Authorised User 4.1.6 The Licensee shall keep a secure password for their use of promptly notify the Services and Documentation, that such password shall be changed no less frequently than 12 months and that each Authorised User shall keep their password confidential;Licensor as soon as reasonably possible after becoming aware if an individual uses or accesses the Licensed Programs without authorisation. (d) it 4.1.7 The Licensee shall maintain a written, up to date list of current Authorised Users and provide such Users. The Licensee shall send the list to Jamworks within 5 Business Days of Jamworks’ written request at any time or times;‌ (e) it the Licensor 14 days after being requested to do so, but the Licensor shall permit Jamworks or Jamworks’ designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Institution's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no not submit more than once per quarter3 requests during any 12-month period. 4.1.8 The Licensee may, at Jamworks’ expensefrom time to time during any Licence Term, and this right shall be exercised with reasonable prior notice, purchase additional concurrent User Subscriptions in such a manner as not to substantially interfere with the Institution's normal conduct of business;‌ (f) if any excess of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Jamworks’ other rights, maximum number previously agreed. Cyber Media Solutions Ltd. Audience Engagement Platform G-Cloud 13 Software as a Service Agreement 4.1.9 The Licensor shall activate the Institution shall promptly disable such passwords and Jamworks shall not issue any new passwords to any such individual; and (g) if any additional User Subscriptions within one Business Day of its approval of the audits referred Licensee's purchase order. 4.1.10 The Licensor shall allow such additional Authorised Users to in clause 2.2(e) reveal that access and use the Institution has underpaid Subscription Fees to Jamworks, then without prejudice to Jamworks’ other rights, the Institution shall pay to Jamworks an amount equal to such underpayment as calculated Licensed Programs in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant auditthis Agreement. 2.3 4.1.11 The Institution shall not accessLicensee shall, storewithin 30 days of receiving the Licensor's invoice, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and Jamworks reserves the right, without liability or prejudice to its other rights pay to the Institution, to disable Licensor the Institution's access to any material that breaches the provisions of this clausefees for such additional User Subscriptions as specified in Schedule 3. 2.4 The Institution shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; or (d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or (f) introduce or permit the introduction of any Virus or Vulnerability into Jamworks’ network and information systems. 2.5 The Institution shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Jamworks. 2.6 The rights provided under this clause 2 are granted to the Institution only and shall not be considered granted to any subsidiary or holding company of the Institution.

User Subscriptions. ‌ 2.1 Subject to the Institution purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Jamworks 4.1.1 The Licensor hereby grants to the Institution Licensee a non-exclusive, non-transferable exclusive right, without the right to grant sublicencessub-licences, to permit the Authorised Users to use the Services and Licensed Programs for The Service in the Documentation United Kingdom during the Subscription Term solely for Licence Term, up to the Institution's internal business operationsmaximum number of User Subscriptions stipulated in Schedule 3. The rights provided under this clause are granted to the Licensee, and to any subsidiary or holding company of the Licensee in the United Kingdom. 2.2 In relation 4.1.2 The Licensee may reassign User Subscriptions to new Authorised Users if a previous Authorised User is deregistered from using the Licensed Programs. Reassignment of any User Subscription shall be deemed a replacement only and shall not require an increase in the number of eligible User Subscriptions. 4.1.3 The Licensee shall use reasonable endeavours to ensure that Authorised Users, Users choose a sufficiently complex password in order to access and use the Institution undertakes that:Licensed Programs and keep the passwords secure. (a) 4.1.4 The Licensee shall ensure that the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation Licensed Programs shall not exceed the maximum number of concurrent User Subscriptions that it has purchased from time to time;in terms of this Agreement. (b) it will not allow or suffer any User Subscription to be used by more than one individual 4.1.5 The Licensee shall ensure that once a former Authorised User unless it has been reassigned in its entirety to another deregistered from using the Licensed Programs, the individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;Licensed Programs. (c) each Authorised User 4.1.6 The Licensee shall keep a secure password for their use of promptly notify the Services and Documentation, that such password shall be changed no less frequently than 12 months and that each Authorised User shall keep their password confidential;Licensor as soon as reasonably possible after becoming aware if an individual uses or accesses the Licensed Programs without authorisation. (d) it 4.1.7 The Licensee shall maintain a written, up to date list of current Authorised Users and provide such Users. The Licensee shall send the list to Jamworks the Licensor within 5 Business Days of Jamworks’ written request at any time or times;‌ (e) it 14 days after being requested to do so, but the Licensor shall permit Jamworks or Jamworks’ designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Institution's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no not submit more than once per quarter3 requests during any 12-month period. 4.1.8 The Licensee may, at Jamworks’ expensefrom time to time during any Licence Term, and this right shall be exercised with reasonable prior notice, purchase additional concurrent User Subscriptions in such a manner as not to substantially interfere with the Institution's normal conduct of business;‌ (f) if any excess of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Jamworks’ other rights, maximum number previously agreed. Cyber Media Solutions Ltd. Q2404821 Health Walks and Exercise Routes G-Cloud 14 Software as a Service Agreement 4.1.9 The Licensor shall activate the Institution shall promptly disable such passwords and Jamworks shall not issue any new passwords to any such individual; and (g) if any additional User Subscriptions within one Business Day of its approval of the audits referred Licensee's purchase order. 4.1.10 The Licensor shall allow such additional Authorised Users to in clause 2.2(e) reveal that access and use the Institution has underpaid Subscription Fees to Jamworks, then without prejudice to Jamworks’ other rights, the Institution shall pay to Jamworks an amount equal to such underpayment as calculated Licensed Programs in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant auditthis Agreement. 2.3 4.1.11 The Institution shall not accessLicensee shall, storewithin 30 days of receiving the Licensor's invoice, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and Jamworks reserves the right, without liability or prejudice to its other rights pay to the Institution, to disable Licensor the Institution's access to any material that breaches the provisions of this clausefees for such additional User Subscriptions as specified in Schedule 3. 2.4 The Institution shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; or (d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or (f) introduce or permit the introduction of any Virus or Vulnerability into Jamworks’ network and information systems. 2.5 The Institution shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Jamworks. 2.6 The rights provided under this clause 2 are granted to the Institution only and shall not be considered granted to any subsidiary or holding company of the Institution.

User Subscriptions. ‌ 2.1 4.1. Subject to the Institution You purchasing the User Subscriptions set out in the Statement of Work and as provided in accordance with clause 3.3 and clause 9.1Clause 4.3, the restrictions set out in this clause 2 Clause 4 and the other terms and conditions of this agreementAgreement, Jamworks We hereby grants grant to the Institution You a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Subscription Services and the Documentation during the Subscription Term solely for the Institution's internal business operationsSupport Services. 2.2 4.2. In relation to the Authorised Users, the Institution undertakes You undertake that: (a) 4.2.1. the maximum number of Authorised Users that it authorises You authorise to access and use the Subscription Services and the Documentation Support Services shall not exceed the number of User Subscriptions it has You have purchased from time to time; (b) it 4.2.2. You will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Subscription Services and/or Documentationand the Support Services; (c) 4.2.3. each Authorised User shall keep a secure any password for their his/her use of the Subscription Services and Documentation, that such password shall be changed no less frequently than 12 months and that each Authorised User shall keep their such password confidential;; and (d) it 4.2.4. You shall maintain a written, up to date list of current Authorised Users and provide such list to Jamworks Us within 5 Business Days of Jamworks’ Our written request at any time or times;‌request. (e) it shall permit Jamworks or Jamworks’ designated auditor to audit 4.3. During the Services Subscription Term You may purchase additional User Subscriptions in order to establish the name and password of each Authorised User and the Institution's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at Jamworks’ expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Institution's normal conduct of business;‌ (f) if any excess of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Jamworks’ other rights, the Institution shall promptly disable such passwords and Jamworks shall not issue any new passwords to any such individual; and (g) if any of the audits referred to in clause 2.2(e) reveal that the Institution has underpaid Subscription Fees to Jamworks, then without prejudice to Jamworks’ other rights, the Institution shall pay to Jamworks an amount equal to such underpayment as calculated in accordance with the prices number set out in the Subscription Order Form within 10 Business Days at the same price as that for pre-existing User Subscriptions. If you wish to purchase additional User Subscriptions, You shall notify Us in writing. We shall evaluate such request for additional User Subscriptions and respond to You with approval or rejection of the date request. If such additional User Subscriptions are approved by Us part way through the Initial Subscription Term or any Renewal Period (as applicable), the Fees for such additional User Subscriptions shall be pro-rated for the remainder of the relevant audit.Initial Subscription Term or then current Renewal Period (as applicable). The additional User Subscriptions shall terminate on the same date as the pre-existing User Subscriptions.‌ 2.3 The Institution 4.4. You shall not access, store, distribute or transmit any Viruses, or any material during the course of its Your use of the Subscription Services that: (a) : is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) ; facilitates illegal activity; (c) ; depicts sexually explicit images; (d) ; promotes unlawful violence; (e) ; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) or in a manner that is otherwise illegal or causes damage or injury to any person or property; , and Jamworks reserves We reserve the right, without liability or prejudice to its Our other rights to the InstitutionYou, to disable the Institution's Your access to any material that breaches the provisions of this clauseClause. 2.4 The Institution 4.5. You agree that any purchases under this Agreement are not contingent on the delivery of any future functionality or features of the Subscription Services, and they are not dependent on any oral or written public comments made by Us regarding future functionality or features. This clause includes (but is not limited to) any functionality or feature which forms part of a Beta Product. 4.6. You shall not: (a) 4.6.1. except as may be allowed by any applicable law which is incapable of exclusion exclusions by agreement between the parties parties: (A) and except to the extent expressly permitted under this agreement: (i) Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software Solution and/or Documentation (as applicable) in any form or media or by any means; or or (iiB) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SoftwareSolution; or (b) 4.6.2. access all or any part of the Subscription Services and Documentation in order to build a product or service which competes with the Subscription Services and/or the Documentation; or (c) 4.6.3. use the Subscription Services and/or Documentation to provide services to third parties; or (d) 4.6.4. subject to clause 22.117.12, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Documentation available to any third party except the Authorised Users, or (e) 4.6.5. attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Documentation, other than as provided under this clause 2; or (f) introduce or permit the introduction of any Virus or Vulnerability into Jamworks’ network and information systems. 2.5 The Institution 4.7. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify JamworksUs. 2.6 The rights provided under 4.8. You shall permit Us, Salesforce and, if you use the Conga software solutions, Conga to use such software audit tools as may be reasonably required by Us to audit Your use of the Subscription Services in order for Us, Salesforce and, if applicable, Conga to check that You are using the Subscription Services in accordance with the agreed scope of use set out in this clause 2 are granted Agreement. Such access shall be subject to the Institution only any conditions or restrictions You may reasonably place on Us and shall not be considered granted to occur during Normal Business Hours. If any subsidiary or holding company of the Institutionaudits reveal that You have underpaid Subscription Fees to Us, then without prejudice to Our other rights, You shall pay to Us an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.

User Subscriptions. ‌ 2.1 Subject to the Institution you purchasing the User Subscriptions in accordance with clause 3.3 clauses 2.6 and clause 9.17.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreementAgreement, Jamworks Causeway hereby grants to the Institution you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Institution's internal business operationsterm of this Agreement. 2.2 In relation to the Authorised Users, the Institution undertakes you undertake that: (a) the maximum number of Authorised Users that it authorises you authorise to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has you have purchased from time to time; (b) it you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; (c) each Authorised User shall keep a secure password for their his use of the Services and Documentation, that such password shall be changed no less frequently than 12 months Documentation and that each Authorised User shall keep their his password confidential; (d) it you shall maintain a written, up to date list of current Authorised Users and provide such list to Jamworks Causeway within 5 Business Days of Jamworks’ ▇▇▇▇▇▇▇▇’s written request at any time or times;‌request; (e) it you shall permit Jamworks or Jamworks’ designated auditor Causeway to audit the Services in order to establish the name and password of each Authorised User and the Institution's data processing facilities to audit compliance with this agreementUser. Each such Such audit may be conducted no more than once per quarter, at Jamworks’ Causeway 's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Institution's your normal conduct of business;‌business; (f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Jamworks’ ▇▇▇▇▇▇▇▇'s other rights, the Institution you shall promptly disable such passwords and Jamworks Causeway shall not issue any new passwords to any such individual; and (g) if any of the audits referred to in clause 2.2(e) reveal that the Institution has you have underpaid Subscription Fees to JamworksCauseway, then without prejudice to Jamworks’ Causeway’s other rights, the Institution you shall pay to Jamworks Causeway an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant audit. 2.3 The Institution You shall not access, store, distribute or transmit any Viruses, or any material during the course of its your use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and Jamworks reserves the right, without liability or prejudice to its other rights to the Institution, to disable the Institution's access to any material that breaches the provisions of this clause., 2.4 The Institution You shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement Agreement between the parties parties: (i) and except to the extent expressly permitted under this agreement: (i) Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; or (d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or (f) introduce or permit the introduction of any Virus or Vulnerability into Jamworks’ network and information systems. 2.5 The Institution You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify JamworksCauseway. 2.6 The rights provided under this clause 2 are granted to You may increase the Institution only number of User Subscriptions by executing with ▇▇▇▇▇▇▇▇ a new Order Form at any time and in each case an increase in the Subscription Fees shall not be considered granted to any subsidiary or holding company of the Institutionapply.

User Subscriptions. ‌ 2.1 Subject to the Institution purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Jamworks 4.1.1 The Licensor hereby grants to the Institution Licensee a non-exclusive, non-transferable exclusive right, without the right to grant sublicencessub-licences, to permit the Authorised Users to use the Services and Licensed Programs for The Service in the Documentation United Kingdom during the Subscription Term solely for Licence Term, up to the Institution's internal business operationsmaximum number of User Subscriptions stipulated in Schedule 3. The rights provided under this clause are granted to the Licensee, and to any subsidiary or holding company of the Licensee in the United Kingdom. 2.2 In relation 4.1.2 The Licensee may reassign User Subscriptions to new Authorised Users if a previous Authorised User is deregistered from using the Licensed Programs. Reassignment of any User Subscription shall be deemed a replacement only and shall not require an increase in the number of eligible User Subscriptions. 4.1.3 The Licensee shall use reasonable endeavours to ensure that Authorised Users, Users choose a sufficiently complex password in order to access and use the Institution undertakes that:Licensed Programs and keep the passwords secure. (a) 4.1.4 The Licensee shall ensure that the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation Licensed Programs shall not exceed the maximum number of concurrent User Subscriptions that it has purchased from time to time;in terms of this Agreement. (b) it will not allow or suffer any User Subscription to be used by more than one individual 4.1.5 The Licensee shall ensure that once a former Authorised User unless it has been reassigned in its entirety to another deregistered from using the Licensed Programs, the individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;Licensed Programs. (c) each Authorised User 4.1.6 The Licensee shall keep a secure password for their use of promptly notify the Services and Documentation, that such password shall be changed no less frequently than 12 months and that each Authorised User shall keep their password confidential;Licensor as soon as reasonably possible after becoming aware if an individual uses or accesses the Licensed Programs without authorisation. (d) it 4.1.7 The Licensee shall maintain a written, up to date list of current Authorised Users and provide such Users. The Licensee shall send the list to Jamworks the Licensor within 5 Business Days of Jamworks’ written request at any time or times;‌ (e) it 14 days after being requested to do so, but the Licensor shall permit Jamworks or Jamworks’ designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Institution's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no not submit more than once per quarter3 requests during any 12-month period. 4.1.8 The Licensee may, at Jamworks’ expensefrom time to time during any Licence Term, and this right shall be exercised with reasonable prior notice, purchase additional concurrent User Subscriptions in such a manner as not to substantially interfere with the Institution's normal conduct of business;‌ (f) if any excess of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Jamworks’ other rights, maximum number previously agreed. Cyber Media Solutions Ltd. Q2404821 Audience Engagement Platform G-Cloud 14 Software as a Service Agreement 4.1.9 The Licensor shall activate the Institution shall promptly disable such passwords and Jamworks shall not issue any new passwords to any such individual; and (g) if any additional User Subscriptions within one Business Day of its approval of the audits referred Licensee's purchase order. 4.1.10 The Licensor shall allow such additional Authorised Users to in clause 2.2(e) reveal that access and use the Institution has underpaid Subscription Fees to Jamworks, then without prejudice to Jamworks’ other rights, the Institution shall pay to Jamworks an amount equal to such underpayment as calculated Licensed Programs in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant auditthis Agreement. 2.3 4.1.11 The Institution shall not accessLicensee shall, storewithin 30 days of receiving the Licensor's invoice, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and Jamworks reserves the right, without liability or prejudice to its other rights pay to the Institution, to disable Licensor the Institution's access to any material that breaches the provisions of this clausefees for such additional User Subscriptions as specified in Schedule 3. 2.4 The Institution shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; or (d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or (f) introduce or permit the introduction of any Virus or Vulnerability into Jamworks’ network and information systems. 2.5 The Institution shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Jamworks. 2.6 The rights provided under this clause 2 are granted to the Institution only and shall not be considered granted to any subsidiary or holding company of the Institution.

User Subscriptions. ‌ 2.1 3.1 Subject to the Institution Therapy Provider purchasing the User Subscriptions in accordance with clause 3.3 4.3 and clause 9.110.1, and the restrictions set out in this clause 2 and the other terms and conditions of this agreement3, Jamworks Kiku hereby grants to the Institution Therapy Provider a non-exclusive, non-non- transferable right, without the right to grant sublicencessub-licences, to permit the Authorised Users to access and use the Services and the Documentation Software during the Subscription Term solely for the InstitutionTherapy Provider's internal business operations. 2.2 3.2 In relation to the Authorised Users, the Institution Therapy Provider undertakes that: (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation Software shall not exceed the number of User Subscriptions it has purchased from time to time; (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or DocumentationSoftware; (c) each Authorised User shall keep a secure password for their his or her use of the Services and DocumentationSoftware, that such password shall be changed no less frequently than 12 every six months and that each Authorised User shall keep their his or her password confidential; (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Jamworks Kiku within 5 Business Days of Jamworks’ Kiku's reasonable written request at any time or times;‌times; (e) it shall permit Jamworks Kiku or Jamworks’ Kiku's designated auditor to audit the Services Therapy Provider’s use of the Software in order to establish the name and password of each Authorised User and the Institution's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at Jamworks’ expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Institution's normal conduct of business;‌Contract;‌ (f) if any of the audits referred to in clause 2.2(e3.2 (e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Jamworks’ ▇▇▇▇'s other rights, the Institution Therapy Provider shall promptly disable such passwords and Jamworks Kiku shall not issue any new passwords to any such individual; and (g) if any of the audits referred to in clause 2.2(e3.2(e) reveal that the Institution Therapy Provider has underpaid Subscription Fees to JamworksKiku, then without prejudice to Jamworks’ Kiku's other rights, the Institution Therapy Provider shall pay to Jamworks Kiku an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant audit. 2.3 3.3 The Institution Therapy Provider shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services Software that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (ed) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (fe) is otherwise illegal or causes damage or injury to any person or property; and Jamworks Kiku reserves the right, without liability or prejudice to its other rights to the Institutionrights, to disable the InstitutionTherapy Provider's access to any material that breaches the provisions of this clause. 2.4 3.4 The Institution Therapy Provider shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (iib) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (bc) access all or any part of the Services and Documentation Software in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third partiesSoftware; or (d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation Software available to any third party except the Authorised Users, party; or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or DocumentationSoftware, other than as provided under this clause 23; or (f) introduce or permit the introduction of of, any Virus or Vulnerability into Jamworks’ Kiku's network and information systems. 2.5 3.5 The Institution Therapy Provider shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation Software and, in the event of any such unauthorised access or use, promptly notify JamworksKiku. 2.6 3.6 The rights provided under this clause 2 3 are granted to the Institution only Therapy Provider only, and shall not be considered granted to any subsidiary or holding company of the InstitutionTherapy Provider.

User Subscriptions. ‌ 2.1 Subject to the Institution purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Jamworks NeuerEnergy hereby grants to the Institution Customer a non-exclusive, non-transferable rightright and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the InstitutionCustomer's internal business operations. 2.2 In relation to the Authorised Users, the Institution Customer undertakes that: (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; (c) each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than 12 months on a reasonably frequent basis and that each Authorised User shall keep their password confidential; (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Jamworks NeuerEnergy within 5 five (5) Business Days of Jamworks’ NeuerEnergy's written request at any time or times;‌times; (e) it shall permit Jamworks NeuerEnergy or Jamworks’ NeuerEnergy's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the InstitutionCustomer's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at Jamworks’ NeuerEnergy's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the InstitutionCustomer's normal conduct of business;‌business; (f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Jamworks’ NeuerEnergy's other rights, the Institution Customer shall promptly disable such passwords and Jamworks NeuerEnergy shall not issue any new passwords to any such individual; and (g) if any of the audits referred to in clause 2.2(e) reveal that the Institution Customer has underpaid Subscription Fees to JamworksNeuerEnergy, then without prejudice to Jamworks’ NeuerEnergy's other rights, the Institution Customer shall pay to Jamworks NeuerEnergy an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 ten (10) Business Days of the date of the relevant audit. 2.3 The Institution Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and Jamworks NeuerEnergy reserves the right, without liability or prejudice to its other rights to the InstitutionCustomer, to disable the InstitutionCustomer's access to any material that breaches the provisions of this clause. 2.4 The Institution Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) generate or attempt to generate or reproduce any licence key to the Services; (c) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or; (cd) use the Services and/or Documentation to provide services to third parties; or; (de) remove any proprietary notices or labels from any part of the or Services or Documentation; (f) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (eg) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or (fh) introduce or permit the introduction of of, any Virus or Vulnerability into Jamworks’ NeuerEnergy's network and information systems. 2.5 The Institution Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify JamworksNeuerEnergy. 2.6 The rights provided under this clause 2 are granted to the Institution only Customer only, and shall not be considered granted to any subsidiary or holding company of the InstitutionCustomer.

User Subscriptions. ‌ 2.1 Subject to the Institution purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Jamworks 4.1.1 The Licensor hereby grants to the Institution Licensee a non-exclusive, non-transferable exclusive right, without the right to grant sublicencessub-licences, to permit the Authorised Users to use the Services and Licensed Programs for The Service in the Documentation United Kingdom during the Subscription Term solely for Licence Term, up to the Institution's internal business operationsmaximum number of User Subscriptions stipulated in Schedule 3. The rights provided under this clause are granted to the Licensee, and to any subsidiary or holding company of the Licensee in the United Kingdom. 2.2 In relation 4.1.2 The Licensee may reassign User Subscriptions to new Authorised Users if a previous Authorised User is deregistered from using the Licensed Programs. Reassignment of any User Subscription shall be deemed a replacement only and shall not require an increase in the number of eligible User Subscriptions. 4.1.3 The Licensee shall use reasonable endeavours to ensure that Authorised Users, Users choose a sufficiently complex password in order to access and use the Institution undertakes that:Licensed Programs and keep the passwords secure. (a) 4.1.4 The Licensee shall ensure that the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation Licensed Programs shall not exceed the maximum number of concurrent User Subscriptions that it has purchased from time to time;in terms of this Agreement. (b) it will not allow or suffer any User Subscription to be used by more than one individual 4.1.5 The Licensee shall ensure that once a former Authorised User unless it has been reassigned in its entirety to another deregistered from using the Licensed Programs, the individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;Licensed Programs. (c) each Authorised User 4.1.6 The Licensee shall keep a secure password for their use of promptly notify the Services and Documentation, that such password shall be changed no less frequently than 12 months and that each Authorised User shall keep their password confidential;Licensor as soon as reasonably possible after becoming aware if an individual uses or accesses the Licensed Programs without authorisation. (d) it 4.1.7 The Licensee shall maintain a written, up to date list of current Authorised Users and provide such Users. The Licensee shall send the list to Jamworks the Licensor within 5 Business Days of Jamworks’ written request at any time or times;‌ (e) it 14 days after being requested to do so, but the Licensor shall permit Jamworks or Jamworks’ designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Institution's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no not submit more than once per quarter3 requests during any 12-month period. 4.1.8 The Licensee may, at Jamworks’ expensefrom time to time during any Licence Term, and this right shall be exercised with reasonable prior notice, purchase additional concurrent User Subscriptions in such a manner as not to substantially interfere with the Institution's normal conduct of business;‌ (f) if any excess of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Jamworks’ other rights, maximum number previously agreed. Cyber Media Solutions Ltd. Q2404821 Theseus G-Cloud 14 Software as a Service Agreement 4.1.9 The Licensor shall activate the Institution shall promptly disable such passwords and Jamworks shall not issue any new passwords to any such individual; and (g) if any additional User Subscriptions within one Business Day of its approval of the audits referred Licensee's purchase order. 4.1.10 The Licensor shall allow such additional Authorised Users to in clause 2.2(e) reveal that access and use the Institution has underpaid Subscription Fees to Jamworks, then without prejudice to Jamworks’ other rights, the Institution shall pay to Jamworks an amount equal to such underpayment as calculated Licensed Programs in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant auditthis Agreement. 2.3 4.1.11 The Institution shall not accessLicensee shall, storewithin 30 days of receiving the Licensor's invoice, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and Jamworks reserves the right, without liability or prejudice to its other rights pay to the Institution, to disable Licensor the Institution's access to any material that breaches the provisions of this clausefees for such additional User Subscriptions as specified in Schedule 3. 2.4 The Institution shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; or (d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or (f) introduce or permit the introduction of any Virus or Vulnerability into Jamworks’ network and information systems. 2.5 The Institution shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Jamworks. 2.6 The rights provided under this clause 2 are granted to the Institution only and shall not be considered granted to any subsidiary or holding company of the Institution.