Common use of Evaluation Licence Clause in Contracts

Evaluation Licence. 3.1. Subject to the Recipient’s compliance with the terms and conditions of this Agreement (including the Evaluation Email), GraphAware grants to the Recipient a personal, non-transferable, non- exclusive, revocable, and non-sublicensable licence for the Evaluation Period, to use the Software internally for non-commercial use and solely for evaluating the Software for use under a full licence, subject to the restrictions set out below and in the Evaluation Email. The Evaluation Period may be extended in writing by an authorised GraphAware representative (an email from the authorised GraphAware representative will suffice for such extension). The Recipient acknowledges and agrees that the Software will, or may, automatically “time out” or cease to operate at the end of the Evaluation Period. 3.2. In relation to scope of use: 3.2.1. for purpose of clause 3.1, use of the Software shall be restricted to its use solely in machine- readable, executable object form or another format, as provided by GraphAware. 3.2.2. the Recipient may make such backup copies of the Software as may be reasonably necessary to evaluate the Software and for the purposes of back up and security. The Recipient has no right to make, or authorise the making of, any other copies of the Software other than as permitted by this Agreement. The Recipient shall record the number and location of all copies of the Software and take steps to prevent unauthorised copying. 3.2.3. the Recipient has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt, reverse translate or in any other manner decode or make error corrections to the Software in whole or in part except as permitted in law nor further develop, or create any derivative product from the Software. 3.2.4. The Recipient acknowledges and agrees that the Software includes third-party software and for the purposes of this Agreement third-party software shall be deemed to be incorporated within the Software (except where expressly provided to the contrary). The use of Open Source Software shall be subject to the respective licence under which the Open Source Software is licensed. 3.2.5. the Recipient shall indemnify and hold GraphAware harmless against any loss or damage which it may suffer or incur as a result of the Recipient's breach of any Open Source Software licence terms howsoever arising. 3.2.6. in no event shall the Recipient, post or publish any portion of the Software onto any websites, including, but not limited to, the following: GitHub, BitBucket, Google Code, Pastebin, Codeplex, LaunchPad, Unfuddle, JSFiddle, JSBin. The Recipient shall ensure that any user of the Software is aware of this restriction. 3.2.7. all licence rights not expressly granted in this Agreement are reserved by GraphAware or its licensors. 3.3. The Recipient shall not: 3.3.1. sub-license, assign, distribute, rent, lend, transfer the Software to any person or entity without prior written consent of GraphAware or novate the benefit or burden of this Agreement in whole or in part or attempt to do so; 3.3.2. allow the Software to become the subject of any charge, lien or encumbrance. 3.4. GraphAware may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Agreement. 3.5. The Recipient shall: 3.5.1. ensure that the Software is installed solely on equipment compatible with the Software and any Dependencies. The Recipient shall be responsible for obtaining the relevant Dependencies and complying with their licence terms. Where the installation option of the Software allows for automatic download of Neo4j software as a Dependency, the Recipient agrees to comply with the applicable Neo4j licence terms outlined at: ▇▇▇▇▇://▇▇▇▇▇.▇▇▇/terms/licensing/ and ▇▇▇▇▇://▇▇▇▇▇.▇▇▇/terms/enterprise_us/ General compliance information on Neo4j licensing can be found at: ▇▇▇▇▇://▇▇▇▇▇.▇▇▇/licensing/ 3.5.2. keep a complete and accurate record of the Recipient's copying and disclosure of the Software and its users, and produce such record to GraphAware on request from time to time; 3.5.3. notify GraphAware as soon as it becomes aware of any unauthorized use of the Software by any person; 3.5.4. without prejudice to other rights and remedies GraphAware may have in law, pay, for broadening the scope of the licences granted under this Agreement to cover the unauthorized use, an amount equal to the fees which GraphAware would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the prevailing legal rate from such date to the date of payment. 3.6. Notwithstanding any of the provisions above, nothing in this Agreement shall be construed as or have the effect of restricting any rights which the Recipient may have under any Open Source Software licence applicable to any Open Source Software used in the Software. 3.7. The Recipient shall not do anything which would cause any part of the Software which is not subject to an Open Source Software licence to become subject to an Open Source Software licence. 3.8. The Recipient shall be solely responsible for any data (including Recipients’, its customer’s, or any third-party data) stored in the Software or accessible through the Software and shall put in place appropriate backup processes and systems to protect such data.

Evaluation Licence. 3.1. Subject to the Recipient’s compliance with the terms and conditions of this Agreement (including the Evaluation EmailForm), GraphAware grants to the Recipient a personal, non-transferable, non- exclusive, revocable, and non-sublicensable licence for the Evaluation Period, to use the Software internally for non-commercial use and solely for evaluating the Software for use under a full licence, subject to the restrictions set out below and in the Evaluation EmailForm. The Evaluation Period may be extended in writing by an authorised GraphAware representative (an email from the authorised GraphAware representative will suffice for such extension). The Recipient acknowledges and agrees that the Software will, or may, automatically “time out” or cease to operate at the end of the Evaluation Period. 3.2. In relation to scope of use: 3.2.1. for purpose of clause 3.1, use of the Software shall be restricted to its use solely in machine- readable, executable object form or another format, as provided by GraphAware. 3.2.2. the Recipient may make such backup copies of the Software as may be reasonably necessary to evaluate the Software and for the purposes of back up and security. The Recipient has no right to make, or authorise the making of, any other copies of the Software other than as permitted by this Agreement. The Recipient shall record the number and location of all copies of the Software and take steps to prevent unauthorised copying. 3.2.3. the Recipient has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt, reverse translate or in any other manner decode or make error corrections to the Software in whole or in part except as permitted in law nor further develop, or create any derivative product from the Software. 3.2.4. The Recipient acknowledges and agrees that the Software includes third-party software and for the purposes of this Agreement third-party software shall be deemed to be incorporated within the Software (except where expressly provided to the contrary). The use of Open Source Software shall be subject to the respective licence under which the Open Source Software is licensed. 3.2.5. the Recipient shall indemnify and hold GraphAware harmless against any loss or damage which it may suffer or incur as a result of the Recipient's breach of any Open Source Software licence terms howsoever arising. 3.2.6. in no event shall the Recipient, post or publish any portion of the Software onto any websites, including, but not limited to, the following: GitHub, BitBucket, Google Code, Pastebin, Codeplex, LaunchPad, Unfuddle, JSFiddle, JSBin. The Recipient shall ensure that any user of the Software is aware of this restriction. 3.2.7. all licence rights not expressly granted in this Agreement are reserved by GraphAware or its licensors. 3.3. The Recipient shall not: 3.3.1. sub-license, assign, distribute, rent, lend, transfer the Software to any person or entity without prior written consent of GraphAware or novate the benefit or burden of this Agreement in whole or in part or attempt to do so; 3.3.2. allow the Software to become the subject of any charge, lien or encumbrance. 3.4. GraphAware may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Agreement. 3.5. The Recipient shall: 3.5.1. ensure that the Software is installed solely on equipment compatible with the Software and any Dependencies. The Recipient shall be responsible for obtaining the relevant Dependencies and complying with their licence terms. Where the installation option of the Software allows for automatic download of Neo4j software as a Dependency, the Recipient agrees to comply with the applicable Neo4j licence terms outlined at: ▇▇▇▇▇://▇▇▇▇▇.▇▇▇/terms/licensing/ and ▇▇▇▇▇://▇▇▇▇▇.▇▇▇/terms/enterprise_us/ General compliance information on Neo4j licensing can be found at: ▇▇▇▇▇://▇▇▇▇▇.▇▇▇/licensing/ 3.5.2. keep a complete and accurate record of the Recipient's copying and disclosure of the Software and its users, and produce such record to GraphAware on request from time to time; 3.5.3. notify GraphAware as soon as it becomes aware of any unauthorized use of the Software by any person; 3.5.4. without prejudice to other rights and remedies GraphAware may have in law, pay, for broadening the scope of the licences granted under this Agreement to cover the unauthorized use, an amount equal to the fees which GraphAware would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the prevailing legal rate from such date to the date of payment. 3.6. Notwithstanding any of the provisions above, nothing in this Agreement shall be construed as or have the effect of restricting any rights which the Recipient may have under any Open Source Software licence applicable to any Open Source Software used in the Software. 3.7. The Recipient shall not do anything which would cause any part of the Software which is not subject to an Open Source Software licence to become subject to an Open Source Software licence. 3.8. The Recipient shall be solely responsible for any data (including Recipients’, its customer’s, or any third-party data) stored in the Software or accessible through the Software and shall put in place appropriate backup processes and systems to protect such data.