Common use of USER LICENCES Clause in Contracts

USER LICENCES. 2.1 Subject to the Customer purchasing the User Licences in accordance with clause 3.2, and on the other terms and conditions of this agreement, Caretrack grants to the Customer a non- exclusive, non-transferable right to permit the Authorised Users to use the Caretrack Services during the Licence Term solely for the Customer's internal business operations. 2.2 The Customer undertakes that: 2.2.1 It will not permit the number of Authorised Users to simultaneously access or use the system to exceed the number of Authorised User licences. 2.2.2 Is responsible for ensuring that each Authorised User keeps a secure password for the use of the Caretrack Services, that such password is changed in accordance with good data security practice, and is kept confidential; 2.2.3 In compliance with its obligations under clause 2.2.2 with regards to security the Customer shall give due consideration to the following types of security measures (a) Physical Security. (b) Access Control. (c) Security and Privacy Enhancing Technologies. (d) Awareness, training and security checks in relation to personnel. (e) Audit Controls/Due Diligence. 2.2.4 it shall maintain an up to date list of current Authorised Users and provide such list to Caretrack within 5 Business Days of a request; 2.3 The Customer shall permit Caretrack to audit its use of the Caretrack Services; such audit may be conducted no more than once per quarter, at Caretrack's expense, with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business. If any audit reveal that the Customer has underpaid Licence Fees to Caretrack, then without prejudice to Caretrack's other rights, the Customer shall pay to Caretrack an amount equal to such underpayment as calculated in accordance with Caretrack's then current price list, within 10 Business Days of the date of the relevant audit. 2.4 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 in a manner that is otherwise illegal or causes damage or injury to any person or property; and Caretrack 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. 2.5 Except as expressly permitted under applicable law, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to all or any portion of the software or services that comprise the Caretrack Services except to the extent strictly is necessary for the purposes of integrating the Caretrack Services with the operation of other software or systems used by the Customer, where Caretrack is unwilling or unable to provide such integration support. 2.6 The Customer shall not access all or any part of the Caretrack Services in order to build a product or service which competes with the Caretrack Services and shall not remove or alter any copyright or proprietary notices in or from the Caretrack Services. 2.7 The Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Caretrack Services available to any third party except the Authorised Users or use the Caretrack Services to provide services to third parties, without the prior written consent of Caretrack. 2.8 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Caretrack Services and, in the event of any such unauthorised access or use, promptly notify Caretrack. 2.9 The Customer acknowledges that it is solely reasonable for determining whether the Caretrack Services is suitable for its requirements and no such warranty is given by Caretrack. 2.10 The Customer will comply with its obligations set out in Schedule 4 (Data Protection).

USER LICENCES. 2.1 Subject to the Customer purchasing the User Licences in accordance with clause 3.2, and on the other terms and conditions of this agreement, Caretrack grants to the Customer a non- exclusive, non-transferable right to permit the Authorised Users to use the Caretrack Services during the Licence Term solely for the Customer's internal business operations. 2.2 The Customer undertakes that: 2.2.1 It will not permit the number of Authorised Users to simultaneously access or use the system to exceed the number of Authorised User licences. 2.2.2 Is responsible for ensuring that each Authorised User keeps a secure password for the use of the Caretrack Services, that such password is changed in accordance with good data security practice, and is kept confidential; 2.2.3 In compliance with its obligations under clause 2.2.2 with regards to security the Customer shall give due consideration to the following types of security measures (a) Physical Security. (b) Access Control. (c) Security and Privacy Enhancing Technologies. (d) Awareness, training and security checks in relation to personnel. (e) Audit Controls/Due Diligence. 2.2.4 it shall maintain an up to date list of current Authorised Users and provide such list to Caretrack within 5 Business Days of a request; 2.3 The Customer shall permit Caretrack to audit its use of the Caretrack Services; such audit may be conducted no more than once per quarter, at Caretrack's expense, with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business. If any audit reveal that the Customer has underpaid Licence Fees to Caretrack, then without prejudice to Caretrack's other rights, the Customer shall pay to Caretrack an amount equal to such underpayment as calculated in accordance with Caretrack's then current price list, within 10 Business Days of the date of the relevant audit. 2.4 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 in a manner that is otherwise illegal or causes damage or injury to any person or property; and Caretrack 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. 2.5 Except as expressly permitted under applicable law, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to all or any portion of the software or services that comprise the Caretrack Services except to the extent strictly is necessary for the purposes of integrating the Caretrack Services with the operation of other software or systems used by the Customer, where Caretrack is unwilling or unable to provide such integration support. 2.6 The Customer shall not and shall procure that the Authorised Users shall not access all or any part of the Caretrack Services in order to build a product or service which competes with the Caretrack Services and shall not remove or alter any copyright or proprietary notices in or from the Caretrack Services. 2.7 The Customer shall not and shall procure that the Authorised Users shall not sub-license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Caretrack Services available to any third party except the Authorised Users or use the Caretrack Services to provide services to third parties, without the prior written consent of Caretrack. 2.8 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Caretrack Services and, in the event of any such unauthorised access or use, promptly notify Caretrack. 2.9 The Customer acknowledges that it is solely reasonable responsible for determining whether the Caretrack Services is suitable for its requirements and no such warranty is given by Caretrack. 2.10 The Customer acknowledges that Caretrack has the right to withhold approval for or reject the access to any Authorised User at its discretion or to make any approval conditional on such terms as Caretrack considers appropriate. 2.11 The Customer will comply with its obligations set out in Schedule 4 (Data Protection).

USER LICENCES. 2.1 Subject to the Customer purchasing the User Licences in accordance with clause 3.2, and on the other terms and conditions of this agreement, Caretrack the Supplier grants to the Customer a non- exclusive, non-transferable right to permit the Authorised Users to use the Caretrack BroadCare Services during the Licence Term solely for the Customer's internal business operations. 2.2 The Customer undertakes that: 2.2.1 It will not permit the number of Authorised Users to simultaneously access or use the system to exceed the number of Authorised User licences. 2.2.2 Is responsible for ensuring that each Authorised User keeps a secure password for the use of the Caretrack BroadCare Services, that such password is changed in accordance with good data security practice, and is kept confidential; 2.2.3 In compliance with its obligations under clause 2.2.2 with regards to security the Customer shall give due consideration to the following types of security measures (a) Physical Security. (b) Access Control. (c) Security and Privacy Enhancing Technologies. (d) Awareness, training and security checks in relation to personnel. (e) Audit Controls/Due Diligence. 2.2.4 it shall maintain an up to date list of current Authorised Users and provide such list to Caretrack the Supplier within 5 Business Days of a request; 2.3 The Customer shall permit Caretrack the Supplier to audit its use of the Caretrack BroadCare Services; such audit may be conducted no more than once per quarter, at Caretrackthe Supplier's expense, with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business. If any audit reveal that the Customer has underpaid Licence Fees to Caretrackthe Supplier, then without prejudice to Caretrackthe Supplier's other rights, the Customer shall pay to Caretrack the Supplier an amount equal to such underpayment as calculated in accordance with Caretrackthe Supplier's then current price list, within 10 Business Days of the date of the relevant audit. 2.4 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 in a manner that is otherwise illegal or causes damage or injury to any person or property; and Caretrack 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. 2.5 Except as expressly permitted under applicable law, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to all or any portion of the software or services that comprise the Caretrack BroadCare Services except to the extent strictly is necessary for the purposes of integrating the Caretrack BroadCare Services with the operation of other software or systems used by the Customer, where Caretrack the Supplier is unwilling or unable to provide such integration support. 2.6 The Customer shall not and shall procure that the Authorised Users shall not access all or any part of the Caretrack BroadCare Services in order to build a product or service which competes with the Caretrack BroadCare Services and shall not remove or alter any copyright or proprietary notices in or from the Caretrack BroadCare Services. 2.7 The Customer shall not and shall procure that the Authorised Users shall not sub-license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Caretrack BroadCare Services available to any third party except the Authorised Users or use the Caretrack BroadCare Services to provide services to third parties, without the prior written consent of Caretrackthe Supplier. 2.8 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Caretrack BroadCare Services and, in the event of any such unauthorised access or use, promptly notify Caretrackthe Supplier. 2.9 The Customer acknowledges that it is solely reasonable responsible for determining whether the Caretrack BroadCare Services is suitable for its requirements and no such warranty is given by Caretrackthe Supplier. 2.10 The Customer acknowledges that the Supplier has the right to withhold approval for or reject the access to any Authorised User at its discretion or to make any approval conditional on such terms as the Supplier considers appropriate. 2.11 The Customer will comply with its obligations set out in Schedule 4 (Data Protection).