Common use of License Grant; Access to Service; Certain Restrictions on Use Clause in Contracts

License Grant; Access to Service; Certain Restrictions on Use. (a) Subject to the terms of this Agreement, Risk Canopy hereby grants User a limited, non- exclusive, revocable, non-transferable license (without the right to sublicense), to access and use the Service solely to view and evaluate the Content and conduct and engage in Transactions as authorized under this Agreement, and for no other purpose. Except for the limited, express license granted to User pursuant to the foregoing sentence, nothing shall be construed to transfer, grant, or confer to User, any ownership or other interests in, rights to, or benefits upon User with respect to the Service. All rights not specifically granted hereunder are reserved by Risk Canopy. User acknowledges and agrees that, as between the (b) User acknowledges that Risk Canopy makes the Service available through the Internet or other means, and that access to the Internet and the Service depends on numerous factors, technologies, and systems, many of which are beyond the authority and control of Risk Canopy. User further acknowledges that Risk Canopy may (in its sole discretion), improve or otherwise modify the Service, which may entail Risk Canopy’s addition of new features and functions, whether or not by Risk Canopy or by a third party. In accordance with the foregoing, User acknowledges and agrees that certain aspects of the Service may be unavailable at any time(s), and new features and functions require time to implement. (c) If User sends or transmits any information, communications, or materials to Risk Canopy, its Affiliates, or any third-party service providers suggesting or recommending changes to the Service, or any Preview (as defined herein), including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Risk Canopy shall be free to use such Feedback without regard to any other obligation or limitation between the Parties governing such Feedback. User hereby assigns to Risk Canopy, all rights, title, and interest in and to such Feedback. Risk Canopy may use such Feedback, without any attribution or compensation to any Party or third party. Risk Canopy may use any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Risk Canopy shall not required to use any Feedback. (d) Risk Canopy may, in its sole discretion, offer preview, beta or pre-release features or services, prior to their general commercial release (“Previews”), for the purpose of evaluating performance, identifying defects, and obtaining Feedback. Previews will be designated as “preview,” “pre-release,” “experimental,” “beta” or with a similar legend. User may access and use Previews solely for internal evaluation purposes. Risk Canopy, its Affiliates, and any third-party service providers carry no obligation to maintain, assist with, or otherwise provide any services relating to any Preview. Risk Canopy may change or discontinue Previews at any time, without notice, and shall have no obligation to release a final version of any Preview. All information about a Preview, and the Preview itself, shall constitute Risk Canopy’s Confidential Information (as defined herein). Any access or use of Previews by User will be at User’s sole discretion and risk. Risk Canopy, its Affiliates, and any third-party service provider will not be liable for any damages in connection with User’s use of any Previews. Previews are made available on an “as-is” basis, without any warranty, express or implied, of any kind. (e) The Service provides risk management tools, through which Risk Canopy provides pricing indications for potential Transactions, but Risk Canopy does not guarantee the price, performance, or outcome of any Transaction. User acknowledges and agrees that it is responsible for all information, including all Data, it provides through the Service. Risk Canopy uses the information and Data that User inputs into the Service, to provide potential Transactions to User. Risk Canopy has no ability to confirm whether such information or Data that User provides is accurate or correct. User acknowledges and agrees that Risk Canopy has no responsibility or liability for the information or Data that User provides through the Service. User acknowledges and agrees that neither Risk Canopy nor any of its licensors or Affiliates shall be liable for any Losses (as defined herein) related to User’s use of the Service, or responsible for User’s inability to access the Service (including any of the Content). Without prejudice to its other rights and remedies (including its termination rights pursuant to Section 12), Risk Canopy may, in its sole discretion at any time, suspend, limit, or otherwise restrict User’s access to the Service at any time. Risk (f) User will not itself, and will not permit any other individual or entity to: (i) recirculate, copy, publish, broadcast, display, distribute or otherwise provide the Content, or access to the Service, to any third party, including but not limited to, through written, oral or electronic means, without the prior written consent of Risk Canopy; (ii) disclose to any third party the terms, conditions, or specifications of any Transaction, except as required under Applicable Law or pursuant to a court order; (iii) negotiate any transaction outside of the Service based on the pricing information or other Content provided by Risk Canopy; provided, however, that User may communicate with Risk Canopy outside the Service with respect to Transactions solely for the purpose of discussing the terms of such Transactions so long as User only executes such Transactions with Risk Canopy; (iv) copy, distribute to the public, display publicly, alter, enhance, reverse engineer, decompile, or make derivative works of any part of, or all of, the Service or Content; (v) introduce into the Service any Virus; (vi) use the Service on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; or (vii) otherwise act in a fraudulent, malicious, illegal or negligent manner when using the Service. (g) User shall not access or use the Service: (i) in a manner that interferes with the use of the Service, disrupts the Service, or could otherwise bring the Service into disrepute; (ii) in any manner that violates any Applicable Law; or (iii) to collect or store Personal Information (as defined herein) about other persons or entities using the Service. User acknowledges that the Service, and any portion of the Service supported by third-party providers, may not always be available, may have varying response times, and/or may experience security breaches. If a disruption of any system or service supporting the Service occurs, then User may not be able to access or use the Service (in whole or in part). Risk Canopy shall have no liability for such disruptions. (h) User understands that it is responsible for providing, at its own expense, all equipment in good working condition necessary for it to access and use the Service, including, but not limited to, computers, Internet access, telecommunications equipment, and other equipment and software that may be necessary to use or access the Service and/or Content (the “Equipment”). User is solely responsible for any Losses, or other costs incurred as a result of errors made by, or any failure of, the Equipment used to access the Service. User further understands that these Equipment requirements may be changed from time to time by Risk Canopy upon notice to User. User acknowledges and agrees that Risk Canopy shall not be responsible for any problem, error, or malfunction relating to the Service resulting from: (i) User’s error; (ii) data entry errors by User; (iii) the failure to perform of any Equipment or any telecommunications service, Internet service provider, or any other third-party communications or technology provider; or (iv) any other failure or problem not specifically attributable to Risk Canopy.

License Grant; Access to Service; Certain Restrictions on Use. (a) Subject to the terms of this Agreement, Risk Canopy Redwood hereby grants User a limited, non- exclusive, revocable, non-transferable license (without the right to sublicense), to access and use the Service solely to view and evaluate the Content and conduct and engage in Transactions as authorized under this Agreement, and for no other purpose. Except for the limited, express license granted to User pursuant to the foregoing sentence, nothing shall be construed to transfer, grant, transfer or confer grant to User, any ownership or other interests in, or confer any other rights to, or benefits upon User with respect to the Service. All rights not specifically granted hereunder are reserved by Risk CanopyRedwood. User acknowledges and agrees that, as between thethe Parties, the operation of the Service (including the selection, arrangement, availability, nature and scope of the Content), shall be at the sole discretion of Redwood. (b) User acknowledges that Risk Canopy makes Redwood is making the Service available through the Internet or through other means, and that access to the Internet and the Service depends is dependent on numerous factors, technologies, and systems, many of which are beyond the authority and control of Risk CanopyRedwood. User further acknowledges that Risk Canopy Redwood may (in its sole discretion), improve or otherwise modify the Service, which may entail Risk Canopy’s addition of including adding new features and functions, whether or not by Risk Canopy or by a third party. In accordance with the foregoingand that accordingly, User acknowledges and agrees that certain aspects of the Service may not be unavailable available at any time(s), all times and new features and functions will require time to implement. (c) If User sends or transmits any information, communications, or materials to Risk Canopy, its Affiliates, or any third-party service providers suggesting or recommending changes to the Service, or any Preview (as defined herein), including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Risk Canopy shall be free to use such Feedback without regard to any other obligation or limitation between the Parties governing such Feedback. User hereby assigns to Risk Canopy, all rights, title, and interest in and to such Feedback. Risk Canopy may use such Feedback, without any attribution or compensation to any Party or third party. Risk Canopy may use any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Risk Canopy shall not required to use any Feedback. (d) Risk Canopy may, in its sole discretion, offer preview, beta or pre-release features or services, prior to their general commercial release (“Previews”), for the purpose of evaluating performance, identifying defects, and obtaining Feedback. Previews will be designated as “preview,” “pre-release,” “experimental,” “beta” or with a similar legend. User may access and use Previews solely for internal evaluation purposes. Risk Canopy, its Affiliates, and any third-party service providers carry no obligation to maintain, assist with, or otherwise provide any services relating to any Preview. Risk Canopy may change or discontinue Previews at any time, without notice, and shall have no obligation to release a final version of any Preview. All information about a Preview, and the Preview itself, shall constitute Risk Canopy’s Confidential Information (as defined herein). Any access or use of Previews by User will be at User’s sole discretion and risk. Risk Canopy, its Affiliates, and any third-party service provider will not be liable for any damages in connection with User’s use of any Previews. Previews are made available on an “as-is” basis, without any warranty, express or implied, of any kind. (e) The Service provides risk management tools, through tools under which Risk Canopy Redwood provides pricing indications for potential Transactions, but Risk Canopy Redwood does not guarantee the price, performance, or outcome of any Transaction. User acknowledges and agrees that it is responsible for all information, including all Data, it provides through the Service. Risk Canopy uses the information and Data that User inputs into the Service, to provide potential Transactions to User. Risk Canopy has no ability to confirm whether such information or Data that User provides is accurate or correct. User acknowledges and agrees that Risk Canopy has no responsibility or liability for the information or Data that User provides through the Service. User acknowledges and agrees that neither Risk Canopy Redwood nor any of its licensors or Affiliates shall be liable for any Losses (as defined herein) related to User’s use of the Servicelosses, or responsible for User’s any inability of User to access the Service (including any of the Content). Without prejudice to its other rights and remedies (including its termination rights pursuant to Section 12), Risk Canopy mayRedwood will have the right, in its sole discretion at any timediscretion, suspend, limit, to suspend or otherwise restrict User’s access to the Service at any timetime or to impose limits on the use of the Service, including, without limitation, if Redwood learns or believes in its sole judgment that: (i) there exists an actual or potential defect in the Service that may materially impair the reliability, credibility, security or integrity of the operation thereof; (ii) continuing to provide or use by User of, the Service would infringe upon the intellectual property rights of any third party; (iii) the Service or any Transaction has been or may be used by User for an illegal transaction or unlawful purpose; (iv) User exceeds the scope of the license granted herein; (v) User consistently does not communicate or respond to Redwood’s communications regarding the Service of any Transaction within reasonable time frames; (vi) offering the Service or entering into or performing under any Transaction is prohibited by any Applicable Law. RiskIn the event of any such suspension of User’s access to the Service entirely, Redwood shall immediately cancel all unexecuted Transactions. (fc) User will not itself, and will not permit any other individual or entity to: (i) recirculate, copy, publish, broadcast, display, distribute or otherwise provide the Content, Content or access to the Service, Service to any third party, including but not limited to, through written, oral or electronic means, without the prior written consent of Risk CanopyRedwood; (ii) disclose to any third party the terms, conditions, or terms and specifications of any Transaction, except as required under Applicable Law or pursuant to a court order; (iii) negotiate any transaction outside of the Service based on the transaction pricing information or other Content provided by Risk CanopyRedwood; provided, provided however, that User may communicate with Risk Canopy Redwood outside the Service with respect to Transactions solely for the purpose of discussing the terms of such Transactions so long as User executes the Transactions only executes such Transactions with Risk Canopy; Redwood; (iv) copy, distribute to the public, display publicly, alter, enhance, reverse engineer, decompile, enhance or make derivative works of all or any part ofof the Service (or any of the Content), or to reverse engineer, reverse assemble or decompile all of, or any part of the Service (or any of the Content); (v) introduce into the Service any Virusvirus or other code or routine intended to disrupt or damage the Service, alter, damage or delete any content or retrieve or record information about the Service, or any other users of the Service; (vi) use the Service on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; or (vii) otherwise act in a fraudulent, malicious, illegal or negligent manner when using the Service. (gd) User shall not access or use the Service: (i) in a manner that interferes with the use of the Service, Service or disrupts the Service, Service or that could otherwise bring the Service into disrepute; (ii) in any manner that violates any Applicable Law; or (iii) to collect or store Personal Information (as defined herein) personal data about other persons or entities using the Serviceusers. User acknowledges that the ServiceService may experience risks related to system access, and any portion of the Service supported by third-party providers, may not always be available, may have varying response times, and/or may experience security breachesand security, as well as risks related to third-party service providers. If In the event that a disruption of any the system or service supporting the Service occurs, then it is possible that, for a certain time period, User may not be able to access or use the Service (in whole or in part). Risk Canopy Redwood shall not have no any liability for such disruptionsdisruptions arising out of events outside of its control. (he) User understands that it is responsible for providing, at its own expense, all equipment in good working condition necessary for it to access and use the Service, including, but not limited to, computers, Internet access, telecommunications equipment, and other equipment and software that may be necessary to use or access the Service and/or Content (the “Equipment”). User is solely responsible for any Losseslosses, damages, or other costs incurred as a result of errors made by, or any the failure of, the Equipment used to access the Service. User further understands that these Equipment requirements may be changed from time to time by Risk Canopy Redwood upon reasonable advance notice to User. User acknowledges and agrees that Risk Canopy Redwood shall not be responsible for any problem, error, or malfunction relating to the Service resulting from: (i) User’s error; (ii) data entry errors by User; (iii) the performance of failure to perform of any Equipment or any telecommunications service, Internet service provider, or any other third-party communications or technology provider; or (iv) any other failure or problem not specifically attributable to Risk CanopyRedwood.