Common use of Subscriptions Clause in Contracts

Subscriptions. 2.1 Subject to the prompt payment of the relevant Subscription Fees, Sendmarc hereby grants to the End User a non-exclusive, non-transferable right to use the Software and the Services during the Term solely for the End User's internal business operations. 2.2 The End User shall not 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 the 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 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; access all or any part of the Services in order to build a product or service which competes with the Services and/or the Documentation; or except with Sendmarc's prior written consent, use the Services to provide services to third parties; or subject to clause 18.1, 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 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; 2.3 The End User 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 Sendmarc. 2.4 The rights provided under this clause 2 are granted to the End User only, and shall not be considered granted to any subsidiary or holding company of the End User. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 Subject to the prompt payment Customer purchasing the Subscriptions in accordance with clause 3.3 and clause 7.1, the restrictions set out in this clause 2 and the other terms and conditions of the relevant Subscription Feesthis agreement, Sendmarc Siemens hereby grants to the End User Customer a non-exclusive, non-transferable right and license to permit the Authorised Users to use the Software and Services for the Services permitted number of Devices during the Subscription Term solely for the End UserCustomer's internal business operationstraffic management, traffic flow, information and control. 2.2 The End In relation to the Authorised Users, the Customer undertakes that: (a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time; (b) User Subscriptions are assigned to an individual Authorised User. Reassignment in its entirety to another individual Authorised User shall not only be performed by the Master User. In the event of reassignment, the prior Authorised User shall no longer have any right to access or use the Services; (c) each Authorised User shall keep a secure password for his use of the Services Each Authorised User shall keep his password, and any information pertaining to personal security, such as dual-factor authentication, confidential; (d) The Master User may add Authorised Users up to the number of User Subscriptions; 2.3 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: : (i) and except to the extent expressly permitted under the Agreementthis 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 or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; access all or any part of the Services in order to or (b) build a product or service which competes with the Services and/or the DocumentationServices; or except with Sendmarc's prior written consent, or (c) use the Services to provide services to third parties; or or (d) subject to clause 18.117.1, 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 or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or DocumentationServices, other than as provided under this clause 22;and (f) access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that would have a detrimental impact on the Software or Services; 2.3 The End User 2.4 There shall use all reasonable endeavours to prevent any unauthorised access be no Unauthorised Access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access Unauthorised Access or use, promptly the Customer shall immediately notify SendmarcSiemens. 2.4 2.5 The rights provided under this clause 2 are granted to the End User Customer only, and shall not be considered granted to any subsidiary or holding company of the End UserCustomer, or any other third party. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 Subject to you purchasing the prompt payment Services in accordance with clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of the relevant Subscription Feesthese terms, Sendmarc Derventio hereby grants to the End User you a non-exclusive, non-non- transferable right to permit Authorised Users to use the Software Services and the Services Documentation during the Subscription Term solely for the End User's your internal business operations. 2.2 The End duration of the subscription will be as specified on the order form supplied to Derventio by the customer and will be the duration under which Derventio will process your data. 2.3 In relation to the Authorised Users, you undertake that each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential. 2.4 You shall not and you shall procure that no Individual shall access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that: 2.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 2.4.2 facilitates illegal activity; 2.4.3 depicts sexually explicit images; 2.4.4 promotes unlawful violence; 2.4.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 2.4.6 in a manner that is otherwise illegal or causes damage or injury to any person or property, and Derventio reserves the right, without liability or prejudice to its other rights, to disable your access to any material that breaches the provisions of this clause. 2.5 You shall not and you shall procure that no Individual shall: 2.5.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: : (a) and except to the extent expressly permitted under the Agreementthese terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software Software, Services and/or Documentation (as applicable) in any form or media or by any means; or or (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services and/or Software; or 2.5.2 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 except with Sendmarc's prior written consent, or 2.5.3 use the Services and/or Documentation to provide services to third parties; or or 2.5.4 subject to clause 18.115.5, 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 or 2.5.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2;; and 2.3 The End User 2.6 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 SendmarcDerventio. 2.4 2.7 The rights provided under this clause 2 are granted to the End User you only, and shall not be considered granted to any subsidiary or holding company of the End User. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 Subject to the prompt payment Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 3.6 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the relevant Subscription Fees, Sendmarc Supplier hereby grants to the End User Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Software Services and the Services Documentation during the Subscription Term solely for the End User's Customer’s internal business operations. 2.2 The End In relation to the Authorised Users, the 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 his use of the Services and Documentation and that each Authorised User shall keep his password confidential; (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times; (e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’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 the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier 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 Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit. 2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (a) facilitate illegal activity; (b) depict sexually explicit images; (c) promote unlawful violence; (d) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (e) cause damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. 2.4 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: : (i) and except to the extent expressly permitted under the Agreementthis 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 or (ii) attempt to 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 except with Sendmarc's prior written consent, or (c) use the Services and/or Documentation to provide services to third parties; or ; (d) subject to clause 18.119.1, 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 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;; and 2.3 2.5 The End User 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 Sendmarcthe Supplier. 2.4 2.6 The rights provided under this clause 2 are granted to the End User Customer only, and shall not be considered granted to any subsidiary or holding company of the End UserCustomer. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 Subject to the prompt payment Customer paying the Subscription Fees in accordance with clause 8, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the relevant Subscription Fees, Sendmarc Supplier hereby grants to the End User Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Software and the Services during the Subscription Term solely for the End UserCustomer's internal business operations. 2.2 The End In relation to the Authorised Users, the Customer undertakes that: (a) each Authorised User shall keep a secure password for his use of the Services, and the Customer shall procure that each Authorised User shall keep his password confidential; (b) if any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and (c) it shall not use the Services for storage of any information or data which is not directly required for and related to the use of the Services. 2.3 The 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) in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. 2.4 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: : (i) and except to the extent expressly permitted under the Agreementthis 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 or (ii) attempt to 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 in order to build a product or service which competes with the Services and/or the DocumentationServices; or except with Sendmarc's prior written consent, or (c) use the Services to provide services to third parties; or or (d) subject to clause 18.121.1, 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 or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or DocumentationServices, other than as provided under this clause 2;; or 2.3 (f) store, transfer to any third party or use all or any part of the Services other than in accordance with this agreement. 2.5 The End User 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 Sendmarcthe Supplier. 2.4 2.6 The rights provided under this clause 2 are granted to the End User Customer only, and shall not be considered granted to any subsidiary or holding company of the End UserCustomer. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 Subject to the prompt payment Customer purchasing the Subscriptions in accordance with clause 3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, the relevant Subscription Fees, Sendmarc Supplier hereby grants to the End User Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Software Services and the Services Documentation during the Term solely for the End User's internal business operationsSubscription Term. 2.2 The End In relation to the Authorised Users, the Customer undertakes that: 2.2.1 when using OneFile Eportfolio, OneFile ILR or OneFile Learning Hub, it will not allow or suffer any Subscription to be used by more than one individual Authorised User at the same time, though a 2.2.2 when using the OneFile Enrol or OneFile RPL Funding Calculator, it will not allow or suffer any Subscription to be used more than once, so that only one Authorised User may ever use an individual Subscription; 2.2.3 each Authorised User shall keep a secure password for their account use of the Services and Documentation, and that each Authorised User shall keep his password confidential; 2.2.4 it shall permit the Supplier access to the list of Authorised Users it has created within the Software for the purpose of conducting audits to ensure compliance with these terms; and‌ 2.2.5 if any of the audits referred to in clause 2.2.4 reveal that any login has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and 2.3 The Customer shall not knowingly or negligently access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 2.3.2 facilitates illegal activity; 2.3.3 depicts sexually explicit images; 2.3.4 promotes unlawful violence; 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. 2.4 The Customer shall not: 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement Agreement between the parties: : (i) and except to the extent expressly permitted under the this 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 or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or 2.4.2 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 except with Sendmarc's prior written consent, use the Services to provide services to third parties; or or 2.4.3 subject to clause 18.122.1, 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 third-party except the Authorised Users, or ; or 2.4.4 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2;; and 2.3 2.5 The End User 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 Sendmarcthe Supplier. 2.4 2.6 The rights provided under this clause 2 are granted to the End User only, Customer only and shall not be considered granted to any subsidiary or holding company of the End UserCustomer. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 3.1 Subject to payment and the prompt payment of other restrictions set out in this agreement,the relevant Subscription Fees, Sendmarc Supplier hereby grants to the End User User, subject to the Licence Restrictions, a non-exclusive, non-transferable right to permit the Authorised Users to use the Software and the Services during the Subscription Term of the User Subscriptions for such Authorised Users solely for the End User's internal business operationsPurpose. 2.2 The 3.2 In relation to the Authorised Users, the End User undertakes that: (a) it shall be responsible for compliance by Authorised Users with the terms ofthis agreement, and that the restrictions on the End User set out within this agreement shall, unless the context requires otherwise, equally apply to any such persons; (b) the number of Authorised Users shall not except as may exceed the number of User Subscriptions the End User has purchased from time to time; (c) it will not allow or suffer any User Subscription to be allowed 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 applicable law which is incapable right to access or use the Services and/or its documentation; (d)each Authorised User shall keep a secure password for his use of exclusion by agreement between the parties: Services and except its documentation, and that each Authorised User shall keep his password confidential; (e) it shall maintain a written, up to date list of current Authorised Users and provide such list to the extent expressly permitted under the Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion Supplier within5 Business Days of the Software and/or Documentation Supplier’s written request at any time or times; (as applicable) in any form or media or by any means; or attempt f)it shall permit the Supplier to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; access all or any part of audit the Services in order to build a product or service which competes with establish the Services and/or the Documentation; or except with Sendmarc's prior written consent, use the Services to provide services to third parties; or subject to clause 18.1, 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 name and password of each Authorised Users, or attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other User. Such audit may be conducted no more than as provided under this clause 2; 2.3 The End User 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 Sendmarc. 2.4 The rights provided under this clause 2 are granted to the End User onlyonce per quarter, and shall not be considered granted to with reasonable prior notice; (g) if any subsidiary or holding company of the End User. 2.5 Sendmarc shall be entitled audits referred to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.clause 3.1

Subscriptions. 2.1 Subject to the prompt payment Customer purchasing the 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, the relevant Subscription Fees, Sendmarc Supplier hereby grants to the End User Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Software Services and the Services Documentation during the Subscription Term solely for the End UserCustomer's internal business operations. 2.2 The End In relation to the Authorised Users, the 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 his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential; (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times; (e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer'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 the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier 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 Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out the Order form within 10 Business Days of the date of the relevant audit. 2.3 The 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 any other illegal activity; or (f) causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. 2.4 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: : (i) and except to the extent expressly permitted under the Agreementthis 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 or (ii) attempt to 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 except with Sendmarc's prior written consent, or (c) use the Services and/or Documentation to provide services to third parties; or or (d) subject to clause 18.119.1, 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 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;; and 2.3 2.5 The End User 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 Sendmarcthe Supplier. 2.4 2.6 The rights provided under this clause 2 are granted to the End User Customer only, and shall not be considered granted to any subsidiary or holding company of the End UserCustomer. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 3.1 Subject to the prompt payment terms of this Agreement, the relevant Subscription Fees, Sendmarc Supplier hereby grants to the End User Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Software and Services (including the Services Licensed Software) during the Subscription Term solely for the End UserCustomer's internal business operationspurposes. 2.2 The End 3.2 In relation to the Authorised Users, the Customer undertakes that: 3.2.1 the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time; 3.2.2 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; 3.2.3 each Authorised User shall keep a secure password for his/her use of the Services, that such password and that each Authorised User shall keep his/her password confidential; 3.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times; 3.2.5 it shall permit the Supplier to audit the Services in order to establish each Authorised User. Such audit may be conducted monthly or quarterly and this right shall be exercised without prior notice; 3.2.6 if any of the audits referred to in clause 3.2.5 reveal that access has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Supplier shall promptly disable such access and the Supplier shall not issue any access to any such individual; and 3.2.7 if any of the audits referred to in clause 3.2.5 reveal that the Customer has underpaid Charges to the Supplier, the Customer shall pay to the Supplier 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. 3.3 The Customer shall not (and shall procure that each Authorised User shall not): 3.3.1 except as may be allowed permitted by any applicable law which that is incapable of exclusion by agreement between the parties: parties and except to the extent expressly permitted under the this Agreement, : 3.3.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Licensed Software and/or Documentation (as applicable) in any form or media or by any means; or or 3.3.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-human- perceivable form all or any part of the Licensed Software; or 3.3.2 access all or any part of the Services or Licensed Software in order to build a product or service which competes with the Services and/or the DocumentationServices; or except with Sendmarc's prior written consent, or 3.3.3 use the Services or Licensed Software to provide services to third parties; or or 3.3.4 subject to clause 18.119.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation or Licensed Software available to any third party except the Authorised Users, or or 3.3.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentationor Licensed Software, other than as provided under this clause 2;3, or 2.3 3.3.6 use the Hosting Services to transmit malicious code. 3.3.7 use the Hosting Services to interrupt with, unreasonably burden, or disrupt the integrity or performance of the Hosting Services or third-party data contained therein. 3.4 The End User Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and Licensed Software and, in the event of any such unauthorised access or use, promptly notify Sendmarcthe Supplier. 2.4 The rights provided under this clause 2 are granted to the End User only, and shall not be considered granted to any subsidiary or holding company of the End User. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 Subject to the prompt payment Customer purchasing the Subscriptions in accordance with clause 7.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the relevant Subscription Fees, Sendmarc Supplier hereby grants to the End User Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Software Services and the Services Documentation during the Subscription Term solely for the End UserCustomer's internal business operations. 2.2 The End User Customer undertakes that it shall permit the Supplier or the Supplier's designated auditor, on reasonable prior notice and no more than once per calendar quarter, to audit the Services, to audit compliance with this agreement. 2.3 The Customer shall not except as may be allowed by access, store, distribute or transmit any applicable law which Viruses, or any material during the course of its use of the Services that: (a) is incapable 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 the Supplier reserves the right, without liability and without prejudice to its other rights under this agreement, to disable the Customer's access to the Services to the extent such access is in breach of exclusion by agreement between the parties: and this clause. 2.4 The Customer shall not: (a) except to the extent expressly permitted under the Agreement, 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 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; ; (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 except with Sendmarc's prior written consent, ; (c) use the Services and/or Documentation to provide services to third parties; or and (d) subject to clause 18.115.8, 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 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; 2.3 The End User 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 Sendmarc. 2.4 The rights provided under this clause 2 are granted to the End User only, and shall not be considered granted to any subsidiary or holding company of the End User. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.party,

Subscriptions. 2.1 Subject to the prompt payment of the relevant Subscription Fees, Sendmarc hereby grants to the End User a non-exclusive, non-transferable right to use the Software and the Services during the Term solely for the End User's internal business operations. 2.2 The End User shall not 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 the 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 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; access all or any part of the Services in order to build a product or service which competes with the Services and/or the Documentation; or except with Sendmarc's prior written consent, use the Services to provide services to third parties; or subject to clause 18.1the provisions of this Agreement that provide the contrary, , 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 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; 2.3 The End User 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 Sendmarc. 2.4 The rights provided under this clause 2 are granted to the End User only, and shall not be considered granted to any subsidiary or holding company of the End User. 2.5 Subject to Sendmarc giving the End User 5 (five) Business Days' written notice, Sendmarc shall be entitled to suspend the End User’s 's use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 Subject to the prompt payment Customer purchasing the Subscriptions in accordance with clause 3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, the relevant Subscription Fees, Sendmarc Supplier hereby grants to the End User Customer a non-exclusive, non-transferable right to permit the Authorised Users and Learners to use the Software Services and the Services Documentation during the Term solely for the End User's internal business operationsSubscription Term. 2.2 The End In relation to the Authorised Users and Learners, the Customer undertakes that: 2.2.1 when using OneFile Eportfolio, OneFile Learning Hub, OneFile ILR, or OneFile Tracker ILR, it will not allow or suffer any Subscription to be used by more than one individual Learner at the same time, though a single Subscription may be allocated to another Learner consecutively; 2.2.2 when using the OneFile Enrol, OneFile Tracker Enrol or OneFile RPL Funding Calculator, it will not allow or suffer any Subscription to be used more than once, so that only one Learner may ever use an individual Subscription; 2.2.3 each Authorised User and Learner shall keep a secure password for their account use of the Services and Documentation, and that each Authorised User and Learners shall keep his password confidential; 2.2.4 it shall permit the Supplier access to the list of Authorised Users and Learners it has created within the Software for the purpose of conducting audits to ensure compliance with these terms; and 2.2.5 if any of the audits referred to in clause 2.2.4 reveal that any login has been provided to any individual who is not an Authorised User or Learner, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; 2.3 The Customer shall not knowingly or negligently access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 2.3.2 facilitates illegal activity; 2.3.3 depicts sexually explicit images; 2.3.4 promotes unlawful violence; 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. 2.4 The Customer shall not: 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement Agreement between the parties: : (i) and except to the extent expressly permitted under the this 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 or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or 2.4.2 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 except with Sendmarc's prior written consent, use the Services to provide services to third parties; or or 2.4.3 subject to clause 18.122.1, 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 third-party except the Authorised Users, or ; or 2.4.4 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2;; and 2.3 2.5 The End User 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 Sendmarcthe Supplier. 2.4 2.6 The rights provided under this clause 2 are granted to the End User only, Customer only and shall not be considered granted to any subsidiary or holding company of the End UserCustomer. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 Subject to the prompt payment Customer purchasing the Subscriptions in accordance with Clause 3.3 and Clause 9.1, the restrictions set out in this Clause 2 on the conditions of the relevant Subscription FeesAgreement incorporating these terms and conditions, Sendmarc MEG hereby grants to the End User Customer a non-exclusive, non-non- transferable right to permit the Authorised Users to use the Software Services and the Services Documentation during the Subscription Term in the Territory solely for the End UserCustomer's internal business operationsoperations or as otherwise agreed by the parties from time to time in writing. 2.2 The End In relation to the Authorised Users, the Customer undertakes that: 2.2.1 each Authorised User shall keep a secure password for his/her use of the Services and Documentation and change their own password no less frequently than every six months or in accordance with the Customer’s own password change policy (if more frequent) and that each Authorised User shall keep his/her password confidential; 2.2.2 it shall maintain a written, up to date list of current Authorised Users and provide such list to MEG within 5 Business Days of ▇▇▇'s written request; 2.2.3 it shall permit MEG to audit (including on site and/or remotely) the Customer’s use of the Services in order to establish the name and password of each Authorised User and verify use of the Services. Such audit may be conducted no more than once per quarter, at MEG's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; and 2.2.4 if any of the audits referred to in Clause 2.2.3 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to ▇▇▇'s other rights, the Customer shall promptly disable such passwords and MEG shall not issue any new passwords to any such individual; 2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 2.3.2 facilitates illegal activity; 2.3.3 depicts sexually explicit images; 2.3.4 promotes unlawful violence; 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or 2.3.6 causes damage or injury to any person or property, and MEG reserves the right, without liability to the Customer, to disable the Customer's access to any material that breaches the provisions of this Clause. 2.4 The Customer shall not: 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: : (a) and except to the extent expressly permitted under the this 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 meansmeans including any part of the MEG Data and any data that has been entered by MEG or one of its agents; or or (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-human- perceivable form all or any part of the SoftwareSoftware or MEG Data; or 2.4.2 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 or 2.4.3 except with Sendmarc's prior written consentas provided for in this Agreement, use the Services and/or Documentation to provide services to third parties; or subject to clause 18.1, or 2.4.4 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 ; or 2.4.5 attempt to obtain, or assist unauthorised third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause Clause 2;. 2.3 2.5 The End User Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, and in the event of any such unauthorised access or use, promptly notify SendmarcMEG. 2.4 2.6 The rights provided under this clause Clause 2 are granted to the End User Customer only, and shall not be considered granted to any subsidiary or holding company of the End UserCustomer. 2.5 Sendmarc 2.7 For the avoidance of doubt, the restrictions on editing, copying, modifying, duplicating, create derivative works from, mirroring, republishing, downloading, displaying, transmitting, or distributing material Software contained in this clause 2 shall be entitled not apply to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in fullCustomer Data.

Subscriptions. 2.1 Subject to the prompt payment of the relevant Subscription Fees, Sendmarc hereby grants to the End User a non-exclusive, non-transferable right to use the Software and the Services during the Term solely for the End User's internal business operations. 2.2 The End User shall not 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 the 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 or b. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; ; c. access all or any part of the Services in order to build a product or service which competes with the Services and/or the Documentation; or or d. except with Sendmarc's prior written consent, use the Services to provide services to third parties; or or e. subject to clause 18.1the provisions of this Agreement that provide the contrary, , 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 or f. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; 2.3 The End User 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 Sendmarc. 2.4 The rights provided under this clause 2 are granted to the End User only, and shall not be considered granted to any subsidiary or holding company of the End User. 2.5 Subject to Sendmarc giving the End User 5 (five) Business Days' written notice, Sendmarc shall be entitled to suspend the End User’s 's use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 Subject to the prompt payment Customer purchasing the Unit Subscriptions in accordance with clause 4.2 and clause 11.1, the restrictions set out in this clause 2 and the other terms and conditions of the relevant Subscription Feesthis Agreement, Sendmarc Resident hereby grants to the End User Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Software Services and the Services Documentation during the Subscription Term solely for the End UserCustomer's internal business operationsoperations in managing t h e U n i t s . 2.2 The End User In relation to the Authorised Users, the Customer undertakes that: 2.2.1 the maximum number of Units that can benefit from the Services and the Documentation shall not exceed the number of Unit Subscriptions it has purchased from time to time; 2.2.2 it is responsible for the security and proper use of all passwords (including frequently changing passwords) and shall take all necessary steps to ensure that passwords are kept confidential by each Authorised User and are only used for their use of the Services; 2.2.3 it will immediately notify Resident of any unauthorised use of Authorised Users’ passwords or any other breach of security. The Customer must take all other actions that we reasonably deem necessary to maintain or enhance the security of our computing systems and networks and your access to the Services. 2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to Resident within 5 Business Days of Resident's written request at any time or times; 2.2.5 it shall permit Resident to audit the Services in order to establish the name and password of each Authorised User and the applicable Unit(s) to which their account relates, and the number of total Units benefitting from the Services. Such audit may be conducted no more than once per quarter, at Resident's expense (subject to clause 2.2.7), and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; 2.2.6 if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Resident's other rights, the Customer shall promptly disable such passwords and Resident shall not issue any new passwords to any such individual; and 2.2.7 if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Subscription Fees to Resident, then without prejudice to Resident's other rights, the Customer shall pay to Resident an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 2 within 10 Business Days of the date of the relevant audit, and Customer shall be responsible for the reasonable costs incurred by Resident for the relevant audit. 2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property. Resident reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. 2.4 The Customer shall not: 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: parties and except to the extent expressly permitted under the 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 2.4.2 undermine the security or integrity of, or attempt to gain unauthorised access to, Resident’s computing systems or networks or, where Software is hosted by a third party, that third party’s computing systems or networks; or 2.4.3 use, or misuse, the Services in any way which may impair the functionality of the Software; or 2.4.4 access any or all or any part parts of the Services in order to build a product or service which competes with and Documentation for any use other than as authorised under clause 2.1; or 2.4.5 use the Services and/or the Documentation; or except with Sendmarc's prior written consent, use the Services Documentation to provide services to third parties; or or 2.4.6 subject to clause 18.124, 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 or 2.4.7 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2;. 2.3 2.5 The End User 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 SendmarcResident. 2.4 2.6 The Customer agrees that if it has elected to receive the additional services of automated bank account feeds enabled by the TrueLayer® data gathering service (TrueLayer Service) from within the Services, then such additional services are subject to the TrueLayer terms of use to be entered into between Customer and TrueLayer when the Customer registers for a TrueLayer account (TrueLayer Terms of Use) as further described in Schedule 3. The use of the TrueLayer Service is subject to separate charges, details of which shall be provided by Resident upon Customer’s request. The TrueLayer Service shall not be activated until payment for such TrueLayer Service is received in full. You can decide to terminate the TrueLayer Service at any time by providing Resident with notice to terminate. The timing for termination depends on when the notice of termination is received by Resident, how Customer’s payment for the TrueLayer Service is set up, and the terms of the TrueLayer Terms of Use. 2.7 The Customer agrees that if it has elected to receive the additional services of automated bank account feeds enabled by the OpenWrks® data gathering service (OpenWrks Service) from within the Services, then such additional services are subject to the OpenWrks terms of use to be entered into between Customer and OpenWrks when the Customer registers for an OpenWrks account (OpenWrks Terms of Use). The use of the OpenWrks Service is subject to separate charges, details of which shall be provided by Resident upon Customer’s request. The OpenWrks Service shall not be activated until payment for such OpenWrks Service is received in full. You can decide to terminate the OpenWrks Service at any time by providing Resident with notice to terminate. The timing for termination depends on when the notice of termination is received by Resident, how Customer’s payment for the OpenWrks Service is set up, and the terms of the OpenWrks Terms of Use. 2.8 If Customer enables third-party applications for use in conjunction with the Services, you acknowledge that we may allow the providers of those third-party applications to access the Customer Data as required for the interoperation of such third party applications with the Software. We are not responsible for any disclosure, modification or deletion of the Customer Data from any such access by third-party application providers. 2.9 The rights provided under this clause 2 are granted to the End User Customer only, and shall not be considered granted to any subsidiary subsidiary, affiliate or holding company of the End UserCustomer. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 Subject to the prompt payment by the Client of the relevant Subscription Fees, Sendmarc the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, the Company hereby grants to the End User Client a non-exclusive, non-transferable right to permit Authorised Users to use the Software Services and the Services Documentation during the Term solely for the End User's internal business operationsSubscription Term. 2.2 The End In relation to the Authorised Users, the Client undertakes that: 2.2.1 where Authorised Users are provided with individual accounts or logons that 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; 2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep any individual password and/or other associated logon details issued to them confidential; 2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Company within 5 Business Days of the Company’s written request at any time; 2.2.4 it shall permit the Company to audit its records and systems in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per Quarter, at the Company's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not substantially to interfere with the Client's normal conduct of business; 2.2.5 if any of the audits referred to in clause 2.2.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Company's other rights, the Client shall promptly disable such passwords and the Company shall not issue any new passwords to any such individual and the Company will be entitled to charge additional Subscription Fees to reflect any use of the Services in excess of the rights hereby granted; and 2.2.6 it accepts personal liability for all actions by Authorised Users as if they were its own. 2.3 The Client shall not access, store, distribute or transmit any Virus, or any material during the course of its use of the Services that: 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 2.3.2 facilitates illegal activity; 2.3.3 depicts sexually explicit images; 2.3.4 promotes unlawful violence; 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Company reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this clause and, without notice, to suspend its use of the Services. 2.4 The Client shall not: 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: : 2.4.1.1 and except to the extent expressly permitted under the this 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 or 2.4.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or 2.4.2 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 except with Sendmarc's prior written consent, or 2.4.3 use the Services and/or Documentation to provide services to third parties; or or 2.4.4 subject to this clause 18.12 and 21.1, 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 or 2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services (or the results of the Service) and/or Documentation, other than as provided under clause 9 and the other terms of this clause 2;Agreement. 2.3 2.5 The End User Client 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 Sendmarcthe Company. 2.4 2.6 The rights provided under this clause 2 are granted to the End User Client only, and shall not be considered granted to any subsidiary or holding company of the End UserClient. 2.5 Sendmarc shall be entitled to suspend the End User’s use of the Services and Software should the End User fail to make payment of the Subscription Fees on the due date, until such time as the Subscription Fees have been paid in full.

Subscriptions. 2.1 3.1 Subject to payment and the prompt payment of other restrictions set out in this agreement,the relevant Subscription Fees, Sendmarc Supplier hereby grants to the End User User, subject to the License Restrictions, a non-exclusive, non-transferable right to use permit the Software Authorized Users touse the Services and the Services App during the Term solely for the End User's internal business operationsPurpose. 2.2 3.2 In relation to the Authorized Users, the End User undertakes that it shall be responsible for compliance by Authorized Users with the terms ofthis agreement, and that the restrictions on the End User set out within this agreement shall, unless the context requires otherwise, equally apply to any such persons and each Authorized Users may install the App and access the Services on no more than two (2) End User Devices. 3.3 The End User shall not except as may be allowed by access, store, distribute or transmit any applicable law which viruses,or any material during the course of their use of the Services that: (a) is incapable of exclusion by agreement between unlawful, harmful, threatening, defamatory, obscene, infringing, harassingor 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 any other illegal activity; or (f) causes damage or injury to any person or property; and the parties: and except Supplier reserves the right, without liability to the extent expressly End User, to disable the End User’s access to any material that breaches the provisions of this clause. 3.4 The End User shall not: (a) other than as permitted under the Agreementby law or this 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 ofthe App and/or Documentation its documentation (as applicable) in any form or media or by any means; or nor attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Softwareofthe App; or (b) access all or any part of the Services in order to build a product or service which competes with the Services and/or the DocumentationServices; or except with Sendmarc's prior written consent, (c) use the Services to provide services to third parties; or (d) subject to clause 18.114.6, 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 Authorized Users and End Users, ; or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or DocumentationServices, other than as provided under this clause 2;3; or (f) interfere with or disrupt the integrity or performance of the Services or third party data contained therein; or (g) attempt to gain unauthorized access to the Services or their related systems or networks. 2.3 3.5 The End User shall use all reasonable endeavours to prevent any unauthorised unauthorized access to, or use of, the Services and/or the Documentation its documentation and, in the event of any such unauthorised unauthorized access or use, promptly notify Sendmarcthe Supplier. 2.4 3.6 The rights provided under this clause 2 3 are granted to the End User only, only and shall not be considered granted to any subsidiary or holding company affiliate of the End User. 2.5 Sendmarc shall be entitled to suspend the 3.7 The End User’s User must ensure that its use of the Services and Software should all End User Data is at all times compliant with the terms of this agreements, allapplicable laws and regulations (nationally and internationally) and the End User fail represents and warrants that: (i) it has obtained all necessary rights, releases and permissions to make payment provide all the End User Data to the Supplier and to grant the rights granted to the Supplier in this agreement and (ii) the End User Data and its transfer to and use by the Supplier as authorized by the End User under this agreement do not violate any laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the Subscription Fees on terms of any applicable privacy policies. Other than its security obligations under clause 9.3, the due dateSupplier assumes no responsibility or liability for End User Data, until such time as and the Subscription Fees have been paid in fullEnd User shall be solely responsible for End User Data and the consequences of using, disclosing, storing, or transmitting it.