Common use of Grant of Limited License; Restrictions Clause in Contracts

Grant of Limited License; Restrictions. Subject to the terms of this Agreement, including but not limited to HSI’s timely receipt of all fees owed by you under the Order Form(s), HSI hereby grants to Licensee a nonexclusive, non- transferable, limited, royalty-free license to use the Content and Platform along with other products and services summarized in the Order Form, during the Period of Agreement. The Content and Platform shall be used solely for Your internal purposes only and cannot be resold, sublicensed, or used for other commercial purposes. The license is for only the specified number of users in the Order Form (additional seat licenses can be procured through an Order Form amendment signed by the Parties). Licensee is required to maintain records of all uses and users of the Content. Notwithstanding the foregoing, You acknowledge that HSI may also maintain and monitor Your uses and users for the purpose of ensuring compliance with this Agreement. HSI shall have the right to audit Licensee's usage records which shall be provided to HSI electronically upon reasonable request within 10 business days and including Licensee's access to the Content to verify compliance with this Agreement. If such audit, or HSI’s internal audit, reveals that any users above the number licensed in the Order Form have enrolled in or accessed the Content or Platform during the Period of Agreement, then HSI will invoice Licensee for such additional users at the per-user price listed in the Order Form. Under an Unlimited Use plan (if applicable), said audits may be used to identify Abuse or Excessive Use as defined in this Agreement. Without written notice, HSI reserves the right as licensor to remedy instances of Excessive Use or Abuse through termination, suspension of service, or other means. Unlimited Use plans may not apply to a Multi-Party Operating Entity. You may not access or use the Content or Platform for any purposes which are not consistent with applicable federal, state or local laws, rules or regulations (“Laws”). It is Your sole responsibility to determine which Laws are applicable to your particular use(s) of the Content and Platform. Any violation by you of Laws in Your use of the Content or Platform shall be deemed, immediately and retroactive to the first such use, an event of Default. You may not access or use the Content or Platform for any directly competitive purposes, except with Our prior written consent, but in any case, you agree not to use the Content or Platform in any way that is directly competitive with HSI, namely, using it to competitively position other content or platforms, whether it be Your own or a third party’s which you are associated with directly or indirectly.

Grant of Limited License; Restrictions. Subject to the terms of this Agreement, including but not limited to HSI’s timely receipt of all fees owed by you under the Order Form(s), HSI hereby grants to Licensee a nonexclusive, non- non-transferable, limited, royalty-free license to use the Content and Platform along with other products and services summarized in the Order Form, during the Period of Agreement. The Content and Platform shall be used solely for Your internal purposes only and cannot be resold, sublicensed, or used for other commercial purposes. The license is for only the specified number of users in the Order Form (additional seat licenses can be procured through an Order Form amendment signed by the Parties). Licensee is required to maintain records of all uses and users of the Content. Notwithstanding the foregoing, You acknowledge that HSI may also maintain and monitor Your uses and users for the purpose of ensuring compliance with this Agreement. Upon reasonable request, HSI shall have the right to audit Licensee's usage ’s records which shall be provided to HSI electronically upon reasonable request within 10 business days and including Licensee's ’s access to the Content to verify compliance with this Agreement. If such audit, or HSI’s internal audit, reveals that any users above the number licensed in the Order Form have enrolled in or accessed the Content or Platform during the Period of Agreement, then HSI will invoice Licensee for such additional users at the per-user price listed in the Order Form. Under an Unlimited Use plan (if applicable), said audits may be used to identify Abuse or Excessive Use as defined in this Agreement. Without written notice, HSI reserves the right as licensor to remedy instances of Excessive Use or Abuse through termination, suspension of service, or other means. Unlimited Use plans may not apply to a Multi-Party Operating Entity. You may not access or use the Content or Platform for any purposes which are not consistent with applicable federal, state or local laws, rules or regulations (“Laws”). It is Your sole responsibility to determine which Laws are applicable to your particular use(s) of the Content and Platform. Any violation by you of Laws in Your use of the Content or Platform shall be deemed, immediately and retroactive to the first such use, an event of Default. You may not access or use the Content or Platform for any directly competitive purposes, except with Our prior written consent, but in any case, you agree not to use the Content or Platform in any way that is directly competitive with HSI, namely, using it to competitively position other content or platforms, whether it be Your own or a third party’s which you are associated with directly or indirectly.

Grant of Limited License; Restrictions. Subject to the terms of this Agreement, including but not limited to HSI’s timely receipt of all fees owed by you under the Order Form(s), HSI hereby grants to Licensee a nonexclusive, non- non-transferable, limited, royalty-free license to use the Content and Platform along with other products and services summarized in the Order Form, during the Period of Agreement. The Content and Platform shall be used solely for Your internal purposes only and cannot be resold, sublicensed, or used for other commercial purposes. The license is for only the specified number of users in the Order Form (additional seat licenses can be procured through an Order Form amendment signed by the Parties). Licensee is required to maintain records of all uses and users of the Content. Notwithstanding the foregoing, You acknowledge that HSI may also maintain and monitor Your uses and users for the purpose of ensuring compliance with this Agreement. Upon reasonable request, HSI shall have the right to audit Licensee's usage ’s records which shall be provided to HSI electronically upon reasonable request within 10 business days and including Licensee's ’s access to the Content to verify compliance with this Agreement. If such audit, or HSI’s internal audit, reveals that any users above the number licensed in the Order Form have enrolled in or accessed the Content or Platform during the Period of Agreement, then HSI will invoice Licensee for such additional users at the per-user price listed in the Order Form. Under an Unlimited Use plan (if applicable), said audits may be used to identify Abuse or Excessive Use as defined in this Agreement. Without written notice, HSI reserves the right as licensor to remedy instances of Excessive Use or Abuse through termination, suspension of service, or other means. Unlimited Use plans may not apply to a Multi-Party Operating Entity. You may not access or use the Content or Platform for any purposes which are not consistent with applicable federal, state or local laws, rules or regulations (“Laws”). It is Your sole responsibility to determine which Laws are applicable to your particular use(s) of the Content and Platform. Any violation by you of Laws in Your use of the Content or Platform shall be deemed, immediately and retroactive to the first such use, an event of Default. You may not access or use the Content or Platform for any directly competitive purposes, except with Our prior written consent, but in any case, you agree not to use the Content or Platform in any way that is directly competitive with HSI, namely, using it to competitively position other content or platforms, whether it be Your own or a third party’s which you are associated with directly or indirectly.

Grant of Limited License; Restrictions. Subject to the terms of this Agreement, including but not limited to HSI’s timely receipt of all fees owed by you under the Order Form(s), HSI hereby grants to Licensee a nonexclusive, non- transferable, limited, royalty-free license to use the Content and Platform along with other products and services summarized in the Order Form, during the Period of Agreement. The Content and Platform shall be used solely for Your internal purposes only and cannot be resold, sublicensed, or used for other commercial purposes. The license is for only the specified number of users in the Order Form (additional seat licenses can be procured through an Order Form amendment signed by the Parties). Licensee is required to maintain records of all uses and users of the Content. Notwithstanding the foregoing, You acknowledge that HSI may also maintain and monitor Your uses and users for the purpose of ensuring compliance with this Agreement. Upon reasonable request, HSI shall have the right to audit Licensee's usage ’s records which shall be provided to HSI electronically upon reasonable request within 10 business days and including Licensee's ’s access to the Content to verify compliance with this Agreement. If such audit, or HSI’s internal audit, reveals that any users above the number licensed in the Order Form have enrolled in or accessed the Content or Platform during the Period of Agreement, then HSI will invoice Licensee for such additional users at the per-user price listed in the Order Form. Under an Unlimited Use plan (if applicable), said audits may be used to identify Abuse or Excessive Use as defined in this Agreement. Without written notice, HSI reserves the right as licensor to remedy instances of Excessive Use or Abuse through termination, suspension of service, or other means. Unlimited Use plans may not apply to a Multi-Party Operating Entity. You may not access or use the Content or Platform for any purposes which are not consistent with applicable federal, state or local laws, rules or regulations (“Laws”). It is Your sole responsibility to determine which Laws are applicable to your particular use(s) of the Content and Platform. Any violation by you of Laws in Your use of the Content or Platform shall be deemed, immediately and retroactive to the first such use, an event of Default. You may not access or use the Content or Platform for any directly competitive purposes, except with Our prior written consent, but in any case, you agree not to use the Content or Platform in any way that is directly competitive with HSI, namely, using it to competitively position other content or platforms, whether it be Your own or a third party’s which you are associated with directly or indirectly.

Grant of Limited License; Restrictions. Subject to the terms of this Agreement, including but not limited to HSI’s timely receipt of all fees owed by you under the Order Form(s), HSI Vivid hereby grants to Licensee a nonexclusive, non- non-transferable, limited, royalty-free free, and fully paid-up license to use the Content Training, LMS, and Platform Documentation along with other products and services summarized in the Order Form, OTA during the Period of Agreement. The Content Training, LMS, and Platform Documentation shall be used solely for Your internal training purposes only and cannot be resold, sublicensed, or used for other commercial purposes. The license is for only the specified number of users in the Order Form (additional seat licenses can be procured through an Order Form amendment signed by the Parties)OTA. Licensee is required to maintain records of all uses and users of the ContentTraining including allocation of login credentials used to access the Training. Notwithstanding the foregoing, You acknowledge that HSI may also maintain and monitor Your uses and users for the purpose of ensuring compliance with this Agreement. HSI Vivid shall have the right to audit Licensee's usage ’s records which shall be provided to HSI electronically upon reasonable request within 10 business days and including Licensee's ’s access to the Content Training to verify compliance with this Agreement. If such audit, or HSI’s internal audit, audit reveals that any users above the number licensed in the Order Form OTA have enrolled in or accessed the Content Training or Platform LMS during the Period of Agreement, then HSI Vivid will invoice Licensee for such additional users at the per-user price listed in the Order FormOTA. Under an Unlimited Use plan (if applicable), said audits Users may be used added during the term of the license at the same pricing as the underlying price in the OTA and any added users will terminate on the same date as the underlying Period of Agreement as specified in the OTA. You hereby represent and covenant during the Period of Agreement that neither You nor any of your immediate family members are or will be a competitor of Vivid’s, where “competitor” shall mean any individual or company developing or offering a product or service substantially similar in its general application to identify Abuse the Training or Excessive Use as defined in this AgreementLMS. Without written noticelimiting the foregoing, HSI reserves this means that You shall not, so long as you use the right Training or LMS, either directly or indirectly, collectively or individually, as licensor to remedy instances of Excessive Use principal, agent, manager, employee, partner, shareholder, director, officer, consultant or Abuse through terminationotherwise become associated or affiliated with, suspension of serviceemployed by, or other meansfinancially interested in any business operation that engages in the development or distribution of online compliance training products and services similar to those of Vivid within the USA. Unlimited Use plans may not apply to a Multi-Party Operating Entity. In addition, You may not access the Training or use the Content LMS for purposes of monitoring their availability, performance or Platform functionality, or for any purposes which are not consistent with applicable federal, state other benchmarking or local laws, rules or regulations (“Laws”). It is Your sole responsibility to determine which Laws are applicable to your particular use(s) of the Content and Platform. Any violation by you of Laws in Your use of the Content or Platform shall be deemed, immediately and retroactive to the first such use, an event of Default. You may not access or use the Content or Platform for any directly competitive purposes, except with Our prior written consent, but in any case, you agree not to use the Content or Platform in any way that is directly competitive with HSI, namely, using it to competitively position other content or platforms, whether it be Your own or a third party’s which you are associated with directly or indirectlypurpose.

Grant of Limited License; Restrictions. Subject to the terms of this Agreement, including but not limited to HSI’s timely receipt of all fees owed by you under the Order Form(s), HSI hereby grants to Licensee a nonexclusive, non- non-transferable, limited, royalty-free license to use the Content Training and Platform LMS along with other products and services summarized in the Order Form, during the Period of Agreement. The Content Training and Platform LMS shall be used solely for Your internal training purposes only and cannot be resold, sublicensed, or used for other commercial purposes. The license is for only the specified number of users in the Order Form (additional seat licenses can be procured through an Order Form amendment signed by the Parties). Licensee is required to maintain records of all uses and users of the ContentTraining. Notwithstanding the foregoing, You acknowledge that HSI may also maintain and monitor Your uses and users for the purpose of ensuring compliance with this Agreement. Upon reasonable request, HSI shall have the right to audit Licensee's usage ’s records which shall be provided to HSI electronically upon reasonable request within 10 business days and including Licensee's ’s access to the Content Training to verify compliance with this Agreement. If such audit, or HSI’s internal audit, reveals that any users above the number licensed in the Order Form have enrolled in or accessed the Content Training or Platform LMS during the Period of Agreement, then HSI will invoice Licensee for such additional users at the per-user price listed in the Order Form. Under an Unlimited Use plan (if applicable), said audits may be used to identify Abuse or Excessive Use as defined in this Agreement. Without written notice, HSI reserves the right as licensor to remedy instances of Excessive Use or Abuse through termination, suspension of service, or other means. Unlimited Use plans may not apply to a Multi-Party Operating Entity. You may not access or use the Content Training or Platform LMS for any purposes which are not consistent with applicable federal, state or local laws, rules or regulations (“Laws”). It is Your sole responsibility to determine which Laws are applicable to your particular use(s) of the Content Training and PlatformLMS. Any violation by you of Laws in Your use of the Content Training or Platform LMS shall be deemed, immediately and retroactive to the first such use, an event of Default. You may not access or use the Content Training or Platform LMS for any directly competitive purposes, except with Our prior written consent, but in any case, you agree not to use the Content Training or Platform LMS in any way that is directly competitive with HSI, namely, using it to competitively position other content training or platformslearning management systems, whether it be Your own or a third party’s which you are associated with directly or indirectly.

Grant of Limited License; Restrictions. Subject to the terms of this Agreement, including but not limited to HSI’s timely receipt of all fees owed by you under the Order Form(s), HSI hereby grants to Licensee a nonexclusive, non- non-transferable, limited, royalty-free license to use the Content and Platform along with other products and services summarized in the Order Form, during the Period of Agreement. The Content and Platform shall be used solely for Your internal purposes only and cannot be resold, sublicensed, or used for other commercial purposes. The license is for only the specified number of users in the Order Form (additional seat licenses can be procured through an Order Form amendment signed by the Parties). Licensee is required to maintain records of all uses and users of the Content. Notwithstanding the foregoing, You acknowledge that HSI may also maintain and monitor Your uses and users for the purpose of ensuring compliance with this Agreement. Upon reasonable request, HSI shall have the right to audit Licensee's usage ’s records which shall be provided to HSI electronically upon reasonable request within 10 business days and including Licensee's ’s access to the Content to verify compliance with this Agreement. If such audit, or HSI’s internal audit, reveals that any users above the number licensed in the Order Form have enrolled in or accessed the Content or Platform during the Period of Agreement, then HSI will invoice Licensee for such additional users at the per-user price listed in the Order Form. Under an Unlimited Use plan (if applicable), said audits may be used to identify Abuse or Excessive Use as defined in this Agreement. Without written notice, HSI reserves the right as licensor to remedy instances of Excessive Use or Abuse through termination, suspension of service, or other means. Unlimited Use plans may not apply to a Multi-Party Operating Entity. You may not access or use the Content or Platform for any purposes which are not consistent with applicable federal, state or local laws, rules or regulations (“Laws”). It is Your sole responsibility to determine which Laws are applicable to your particular use(s) of the Content and Platform. Any violation by you of Laws in Your use of the Content or Platform shall be deemed, immediately and retroactive to the first such use, an event of Default. You may not access or use the Content or Platform for any directly competitive purposes, except with Our prior written consent, but in any case, you agree not to use the Content or Platform in any way that is directly competitive with HSI, namely, using it to competitively position other content or platforms, whether it be Your own or a third party’s which you are associated with directly or indirectly.

Grant of Limited License; Restrictions. Subject to the terms of this Agreement, including but not limited to HSI’s timely receipt of all fees owed by you under the Order Form(s), HSI Vivid hereby grants to Licensee a nonexclusive, non- non-transferable, limited, royalty-free free, and fully paid-up license to use the Content Training, LMS, and Platform Documentation along with other products and services summarized in the Order Form, Form during the Period of Agreement. The Content Training, LMS, and Platform Documentation shall be used solely for Your internal training purposes only and cannot be resold, sublicensed, or used for other commercial purposes. The license is for only the specified number of users in the Order Form (additional seat licenses can be procured through an Order Form amendment signed by the Parties)Form. Licensee is required to maintain records of all uses and users of the ContentTraining including allocation of login credentials used to access the Training. Notwithstanding the foregoing, You acknowledge that HSI may also maintain and monitor Your uses and users for the purpose of ensuring compliance with this Agreement. HSI Vivid shall have the right to audit Licensee's usage ’s records which shall be provided to HSI electronically upon reasonable request within 10 business days and including Licensee's ’s access to the Content Training to verify compliance with this Agreement. If such audit, or HSI’s internal audit, audit reveals that any users above the number licensed in the Order Form have enrolled in or accessed the Content Training or Platform LMS during the Period of Agreement, then HSI Vivid will invoice Licensee for such additional users at the per-user price listed in the Order Form. Under an Unlimited Use plan (if applicable), said audits Users may be used added during the term of the license at the same pricing as the underlying price in the Order Form and any added users will terminate on the same date as the underlying Period of Agreement as specified in the Order Form. You hereby represent and covenant during the Period of Agreement that neither You nor any of your immediate family members are or will be a competitor of Vivid’s, where “competitor” shall mean any individual or company developing or offering a product or service substantially similar in its general application to identify Abuse the Training or Excessive Use as defined in this AgreementLMS. Without written noticelimiting the foregoing, HSI reserves this means that You shall not, so long as you use the right Training or LMS, either directly or indirectly, collectively or individually, as licensor to remedy instances of Excessive Use principal, agent, manager, employee, partner, shareholder, director, officer, consultant or Abuse through terminationotherwise become associated or affiliated with, suspension of serviceemployed by, or other meansfinancially interested in any business operation that engages in the development or distribution of online compliance training products and services similar to those of Vivid within the USA. Unlimited Use plans may not apply to a Multi-Party Operating Entity. In addition, You may not access the Training or use the Content LMS for purposes of monitoring their availability, performance or Platform functionality, or for any purposes which are not consistent with applicable federal, state other benchmarking or local laws, rules or regulations (“Laws”). It is Your sole responsibility to determine which Laws are applicable to your particular use(s) of the Content and Platform. Any violation by you of Laws in Your use of the Content or Platform shall be deemed, immediately and retroactive to the first such use, an event of Default. You may not access or use the Content or Platform for any directly competitive purposes, except with Our prior written consent, but in any case, you agree not to use the Content or Platform in any way that is directly competitive with HSI, namely, using it to competitively position other content or platforms, whether it be Your own or a third party’s which you are associated with directly or indirectlypurpose.