By accepting this End User License Agreement, you warrant and represent that: * you are at least 18 years old and have attained the age of majority in the jurisdiction in which you reside and from which you are accessing this End User Licence Agreement; and * you are duly authorised by the legal entity you represent to accept the terms of this End User License Agreement on its behalf and to bind that entity to its terms. This license agreement is made between the legal entity that you represent (“you” and “Licensee”) and the C TWO Automate legal entity referred to in the signed Order Form, trading as C TWO ("C TWO").             The C TWO Automate entities, trading as C TWO, are:                      * C TWO Automate AS, trading as C TWO, incorporated in Norway with company number 921883463 whose registered office is at Nøstegaten 58, 5011, Bergen.                  * C TWO Automate AS (UK branch), trading as C TWO, an overseas company incorporated and registered in Norway (company number 921883463; registered office at Nøstegaten 58, 5011, Bergen) and registered in the UK as an establishment of an overseas company (company number FCO38693) (RPA Supervisor UK).                * C TWO Automate Inc, trading as C TWO, a corporation duly organized and existing under the laws of the State of Delaware, with registered address 16192 Coastal Highway, Lewes, Delaware 19958, USA.      In the event that there is no signed Order Form between you and C TWO, this license agreement is made between you and                    Company name                 C TWO Automate AS (trading as C TWO)                     Country of registration      Norway                          Company number               921883463                    Registered office address    Nøstegaten 58, 5011, Bergen, Norway                                            Any Order Form signed subsequently between the Licensee and C TWO shall, with effect from the Commencement Date defined in the Agreement to which it relates, supersede and replace this End User License Agreement, which shall cease to have effect.                         PART 1 OF THIS AGREEMENT CONTAINS GENERAL TERMS WHICH ARE INCORPORATED BY REFERENCE INTO THE LICENSES SET FORTH BELOW. PART 2 CONTAINS AN EVALUATION LICENSE. IF YOU ARE ONLY EVALUATING THE SOFTWARE, PART 2 WILL APPLY. PART 3 CONTAINS A FULL LICENSE. IF YOU ARE AUTHORISED TO USE THE SOFTWARE ON A FULL PRODUCTION BASIS, PART 3 WILL APPLY.   PART 1 GENERAL TERMS 1 Definitions and Interpretation 1.1 In the following Licenses the following terms shall have the following meanings: Affiliates as to a party, any other person that directly or indirectly controls, or is controlled by or under common control with such entity, with ‘control’ as applied to any person being the direct or indirect ownership of more than fifty percent (50%) of the equity or voting interest or control in such person Commencement Date the date Licensee indicates acceptance of the terms of the applicable Agreement, or on such other date as shall have been agreed between the parties, whichever is the earlier the date Licensee indicates acceptance of the Order Form, or the date the clickwrap license terms are accepted within the Software, or on such other date as shall have been agreed between the parties in writing, whichever is the earlier Confidential Information any and all information (whether oral, written or in some other tangible or disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) or that is otherwise obtained by the Receiving Party under or in connection with the applicable Agreement and that is marked as confidential, by its nature is confidential or relates to the confidential or sensitive business or affairs of the Disclosing Party, including any License Key (as defined below). C TWO Maintenance & Support Terms the C TWO maintenance and support terms as set out in the Maintenance and Support Terms document found here: https://support.ctwo.com/terms Documentation the user manuals, help files, release notes and other documentation (excluding marketing materials) published by C TWO that is made available to Licensee in connection with the Software End User a Licensee intending to use the Software for the orchestration and optimization of its business workflows and operations Environment the hardware and/or locations used by Licensee, which must meet the minimum requirements specified by C TWO in its installation guide for the version of the Software used by Licensee Intellectual Property Rights any and all intellectual property rights including patents, trademarks, design rights, copyright, rights in databases, Know-How, Look and Feel, domain names and all similar rights (whether or not registered or capable of registration and whether subsisting in any part of the world) together with any and all goodwill relating or attached thereto and all extensions and renewals thereof Know-How know-how, confidential information, trade secrets, experience, drawings, designs, production methods, code, notes, flow charts discoveries, specifications, diagrams, technology, research, methods of formulation, results of tests and field trials, specifications of materials, composites of materials, formulae and processes and technical information including the benefit of all related obligations of confidentiality Licensee Data any and all data connected with the Licensee's use of the Services, which may contain Personal Data License Key a license key generated by C TWO that allows Licensee to use the Software subject to the terms and conditions of the applicable Agreement Look and Feel graphics, website navigation methods, HTML code, meta-tag structures and similar Order the Order Form once signed by C TWO and Licensee (or otherwise accepted by Licensee), and “Ordered” shall be construed accordingly Order Form a quotation issued by C TWO to Licensee in respect of the proposed grant to Licensee of licenses to the Software and the provision of related services, which is valid for the period stated therein Operational Data means operational and performance data directly relating to the Services, collected by C TWO or provided by the Licensee and used to monitor and improve the Services or C TWO’s service to the Licensee, and at all times to be treated as confidential Partner a Licensee having an agreement with C TWO allowing it to resell the Software to one or more End Users or classes of End Users or authorizing it to provide services to End Users in relation to the Software Process Automations Licensee processes and procedures that are automated using the Software Software C TWO software, including any developments modifications and/or variations thereto and including the Documentation Support Services the standard maintenance and support services specified in the C TWO Maintenance & Support Terms current from time to time 1.2 References to this Agreement shall mean references to these General Terms together with an applicable License, as the case may be. “License” shall mean the license type applicable to Licensee, as further described in Part 2 or Part 3. “Agreement” shall mean the General Terms contained in Part 1 together with the applicable License and the Order. 1.3 Headings are included in this Agreement for convenience only and do not affect their construction or interpretation. 1.4 Any reference in this Agreement to any statute, law, statutory instrument, enactment, order, regulation or other similar instrument having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof. 1.5 Any reference to the singular shall include the plural and vice versa and any reference to one gender shall include all genders including the neuter gender. 1.6 Any reference to a person shall, unless the context otherwise requires, include natural persons, firms, partnerships, corporate bodies, unincorporated bodies, corporations, associations and all other legal persons of whatever kind howsoever constituted. 1.7 The words “include”, “including” and “included” shall, unless otherwise stated in the applicable License, be interpreted to mean “including, but not limited to”. 1.8 References to agreement, agreed, approval, consent or permit shall be interpreted to include, unless specifically stated otherwise, the words “such agreement, approval, consent or permission not to be unreasonably withheld, delayed or conditioned”. 2 Basis of Agreement 2.1 The terms set out in this Agreement apply to the exclusion of any other terms that Licensee seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 2.2 Licensee acknowledges and agrees that any purchase order it issues to C TWO (whether in respect of the Order Form or otherwise) is issued for administrative convenience only and that any term endorsed upon, delivered with, or referred to or contained in any such purchase order shall have no effect. 2.3 Licensee waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer (including any purchase order) that is inconsistent with the terms set out in this Agreement. 3 Confidentiality 3.1 Each party shall: 3.1.1 keep the other party's Confidential Information confidential; 3.1.2 not use the other party's Confidential Information except for the purposes of the applicable License without the prior written consent of the other party; and 3.1.3 not divulge the other party's Confidential Information to any third party except for the purposes of the applicable License and shall procure that each such third party is aware of and complies with these obligations as to confidentiality. 3.2 The provisions of Clause 3.1 shall not apply to any Confidential Information that the Receiving Party can show: 3.2.1 is in the public domain other than as a result of a breach of this Agreement or the applicable License or any other obligations of confidentiality; 3.2.2 is or was lawfully received from a third party not under an obligation of confidentiality with respect thereto; 3.2.3 is required to be disclosed under operation of law, by court order or by any regulatory body of competent jurisdiction (but then only to the extent and for the purpose required); or 3.2.4 was developed independently of and without reference to any confidential information disclosed by the Disclosing Party. 3.3 Save to the extent required by law or regulation, neither party shall make or issue any announcement or public circular relating to the subject matter of this Agreement without the prior written approval of the other. 4 Intellectual Property Rights and License Key 4.1 Licensee acknowledges and agrees that title to all portions of the Software and the C TWO Confidential Information and all Intellectual Property Rights therein, including all derivative works are and remain owned by C TWO or its licensors. C TWO reserves all rights not otherwise expressly granted in this Agreement and no licenses are granted by implication, estoppel or otherwise. Licensee agrees that it has no rights or claims of any type (other than the licenses granted under an applicable License) to the Software and irrevocably waives and releases each and any claim to title and ownership rights thereto. The licenses granted hereunder do not entitle Licensee to use the whole or any part of the C TWO or Intellectual Property Rights therein as reference or inspiration for developing or creating any other product based upon them. 4.2 The Process Automations are owned by Licensee. C TWO acknowledges and agrees that it has no rights or claims of any type to the Process Automations and irrevocably waives and releases each and any claim to title and ownership rights thereto. All rights in the Process Automations not expressly granted are reserved by Licensee. 4.3 To the extent Licensee provides to C TWO any suggestions, ideas, modifications, feedback, error identifications or other information related to the Software or to the use of the Software (“Feedback”), including the Operational Data, Licensee hereby grants to C TWO a fully paid-up, irrevocable, perpetual, worldwide, nonexclusive license, with right to grant sublicenses, to use such Feedback to improve C TWO’s products and services and to use, reproduce, prepare derivative works of, perform, display, make, sell and otherwise distribute such products and services. 4.4 Nothing in this Clause 4 shall prevent C TWO from developing and using any general knowledge, skills, experience, ideas, concepts, techniques, Operational Data or know-how (other than Confidential Information of Licensee) that are acquired or used by C TWO during the applicable Agreement. 4.5 Licensee shall not delete or in any manner alter the copyright notices, trademarks, logos or related notices or other proprietary rights notices appearing in the Software. 4.6 On the Commencement Date and, in the case of a Full License, on each anniversary of the Commencement Date thereafter, a new License Key will be required to activate the Software. The License Key is made available by C TWO, which reserves the right not to provide such License Key in the event all applicable fees are not paid up to date or if Licensee is otherwise in breach of its obligations under this Agreement. If Licensee fails to pay any applicable fees in accordance with the payment terms agreed by it or is otherwise in breach of its obligations under this Agreement, C TWO shall be entitled to suspend or terminate the whole or any part of this Agreement. 5 Restrictions 5.1 Save as permitted by law or this Agreement, Licensee shall not be entitled (and shall not permit or enable any third party) to: 5.1.1 copy, translate, reverse engineer, reverse assemble, modify, adapt, create derivative works, decompile, merge, separate, disassemble, determine the source code of or otherwise reduce to binary code or any other human-perceivable form, the whole or any part of the Software; 5.1.2 sublease, lease, assign, sell, sub-license, rent, export, re-export, encumber, permit concurrent use of or otherwise transfer or grant other rights in the whole or any part of the Software; 5.1.3 use or permit use of the whole or any part of the Software to provide a computer services business, business process outsourcing facility or service, service bureau arrangement, network, time-sharing, outsourcing, application service provider, or similar arrangement; 5.1.4 remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded on or in the Software or the Documentation; 5.1.5 provide or otherwise make available the Software in whole or in part in any form to any person, without prior written consent from C TWO; 5.1.6 use or permit the use of the whole or any part of the Software in such a way as to subject the whole or any part of the Software to an open source license or scheme in which there is or could be interpreted to be a requirement that as a condition or consequence of its use or distribution, the Software could be disclosed or distributed in source code form, licensed for the purpose of making derivative works or redistributable at no charge; 5.1.7 use the Software as a reference to design or build a competitive product or service; copy any features, functions or Look and Feel; or to monitor performance or functionality for any other competitive purposes; or 5.1.8 perform any security or penetration testing on the Software or C TWO technology without complying with C TWO’s “Penetration Testing Policy” and obtaining prior written consent from C TWO. In the event that Licensee wishes to carry out any kind of vulnerability testing of the Software, it must provide written notice to C TWO using the “Penetration Testing Request Form” prescribed by C TWO from time to time, which must be completed at least 30 days prior to any testing. Testing is not authorised until after receipt and validation of the required information required by C TWO and confirmation of acceptance in writing from C TWO. Any testing will be limited to the source and destination IP addresses and network bandwidth specified in the Penetration Testing Request Form, and the times and other conditions specified in the authorization provided by C TWO, and Licensee shall comply in full with C TWO’s Penetration Testing Policy regarding the use of security assessment tools and services, and in relation to the testing undertaken by the Licensee. Licensee shall be liable to C TWO and its Affiliates in respect of the following: • any breach by Licensee (or by any third party acting on its behalf) of C TWO’s Penetration Testing Policy or of this clause 5.1.8; • any loss or damage suffered by C TWO or its Affiliates as a result of any penetration testing carried out by Licensee (or any third party acting on its behalf) damaging the website, servers or systems of C TWO or its Affiliates; or • any claim made against C TWO by a third party arising out of or in connection with any penetration testing undertaken by Licensee (or by any third party acting on its behalf), including (but not limited to) claims made by other customers of C TWO or its Affiliates. 5.2 Licensee may perform any of its obligations or exercise any of its rights under this Agreement by itself or through any Affiliate provided that: 5.2.1 any act or omission of any such person shall be deemed to be the act or omission of Licensee; 5.2.2 any such performance and/or exercise shall be solely for the business purposes of Licensee and its Affiliates and not for the purpose of providing bureau or outsourced services to any third party; and 5.2.3 any claim from an Affiliate shall be brought through Licensee and the exclusions of and caps on liability detailed in this Agreement shall apply in aggregate to all claims brought by Licensee and its Affiliates. 5.3 If Licensee wishes to install the Software on Licensee-allotted servers within a third-party hosting service (a “Hosting Service”), C TWO hereby consents to such use, provided that: 5.3.1 any act or omission of any such Hosting Service shall be deemed to be the act or omission of Licensee; 5.3.2 any such performance and/or exercise shall be solely for the business purposes of Licensee and its Affiliates and not for the purpose of providing hosting, bureau or outsourced services to any third party; and 5.3.3 any claim from a Hosting Service shall be brought through Licensee and the exclusions of and caps on liability detailed in this Agreement shall apply in aggregate to all claims brought by Licensee, its Affiliates, and the Hosting Service. 6 Dispute Resolution 6.1 Without prejudice to the termination provisions in this Agreement, if a party believes in good faith that the other party (“Defaulting Party”) has breached any material term of this Agreement, that party (“Aggrieved Party”) will notify the Defaulting Party in writing setting out in reasonable detail the nature of the alleged breach (“Notice of Breach”). If the Defaulting Party does not dispute the validity of the Notice of Breach, it will promptly undertake to cure the breach described therein. If the Defaulting Party disputes the validity of the Notice of Breach, then the parties will comply with the following provisions. 6.2 Any dispute to be resolved under this Clause 6 will first be submitted for resolution to the representatives of each party then charged with the administration of this Agreement. If such representatives are unable to resolve the dispute within ten (10) business days after the date on which the Notice of Breach was received by the Defaulting Party, then the dispute will be submitted to the Directors (or persons of comparable authority) of each party for resolution. If such Directors or persons of comparable authority are unable to resolve the dispute within a further ten (10) business days after the date on which the Notice of Breach was received by the Defaulting Party, then each party will be free to pursue whatever remedies hereunder, at law or in equity may be available to it in respect of the subject matter of the dispute. 6.3 Notwithstanding anything in this Agreement to the contrary, the cure period provided in an applicable License for any breach which is the subject of a dispute submitted for resolution in accordance with this Clause 6 will be suspended during foregoing dispute resolution procedures and commence to run on the day after the dispute has been resolved in favour of the Aggrieved Party or the dispute resolution procedures have been exhausted, whichever is applicable. 7 Export Controls and US Government Regulation. 7.1 Licensee understands that the Software is subject to export control laws and regulations. Licensee may not download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with all applicable laws and regulations. In particular, but without limitation, the Software (or any underlying information or technology) may not be downloaded or otherwise directly or indirectly exported or re- exported to: (1) any countries that are subject to US export restrictions (as of the Commencement Date including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria); (2) any entity who Licensee knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, rocket systems, space launch vehicles, sounding rockets, or unmanned air vehicle systems; or (3) any entity who has been prohibited from participating in the US export transactions by any federal agency of the US government. 7.2 The Software and ancillary services are commercial items as defined by the Federal Acquisition Regulation (“FAR”) at FAR 2.101 and are licensed to the government under the applicable terms of FAR Part 12, “Acquisition of Commercial Items” and/or DFAR 227.7202, “Commercial computer software and commercial computer software documentation”. Any use, modification, reproduction, release, performance, display, or disclosure by the US Government shall be governed solely by, and prohibited, except as expressly permitted under, the terms of this Agreement. 8 Force Majeure 8.1 Save with respect to payment obligations, neither party shall be liable to the other for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay arises due to an event outside that party’s reasonable control (an “Event of Force Majeure”) (provided always that the party so affected promptly notifies the other, in writing, of the cause and likely duration of the failure or delay). 8.2 If either party fails to perform or is delayed in performing its obligations under this Agreement due to an Event of Force Majeure for a period greater than ninety (90) days or notifies the other in writing that it reasonably anticipates that it will fail to perform or, be delayed in performing its obligations for a period greater than ninety (90) days, then the unaffected party shall be entitled to terminate this Agreement forthwith upon written notice. 9 General 9.1 Nothing contained in this Agreement shall create a relationship of employer and employee, principal and agent or partnership between the parties. Neither party shall be entitled to bind or pledge the credit of the other or sign any document, enter into any agreement or make any promise on behalf of the other or in any way indicate that it is entitled to do so without the prior written consent of the other. 9.2 C TWO shall be entitled to subcontract any of its obligations under this Agreement to a third party (with prior written consent) or to Affiliates (without prior written consent) provided always that C TWO shall remain primarily responsible for the acts or omissions of such third party under this Agreement. 9.3 Licensee may not assign, transfer, mortgage, charge, sub-contract, sub-license or otherwise dispose of the whole or any part of this Agreement without the prior written consent of C TWO. C TWO may assign, mortgage, charge, sub-license or otherwise dispose of the whole or any part of this Agreement upon written notice to Licensee. 9.4 Any notice or written communication given under or in relation to this Agreement shall be given in writing and shall be delivered by hand (in which case it shall be deemed to have been given at the time of delivery) or sent by special delivery post (in which case it shall be deemed to have been given on the second day after posting) to the other party at its address as previously notified to the sending party in writing, or by email (in which case it shall be deemed to have been given when sent, unless a mail non-delivery notification has been received by the sender). 9.5 Save as expressly stated in this Agreement, the remedies available to the parties under this Agreement shall not limit or exclude any other rights that either party may have against the other. 9.6 The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to this Agreement does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect either party's right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege. 9.7 The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to this Agreement shall not affect in any way the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist. 9.8 This Agreement, together with the agreement relating to Fees in the case of and as defined in a Full License, contains all the terms agreed by the parties relating to its subject matter and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing. No representation, undertaking or promise shall be understood to have been given or implied from anything said or written in negotiations between the parties prior to this Agreement except as set out in this Agreement. Each party acknowledges and accepts that, in entering into this Agreement, it has not relied upon any representation, undertaking or promise except as set out herein. 9.9 No variation of or amendment to this Agreement shall be effective unless made in writing and signed by authorized representatives of the parties. 9.10 Where it is entered into between Licensee and C TWO Automate AS (trading as C TWO), based in Norway, or between Licensee and C TWO Automate AS (UK branch) (trading as C TWO) as an overseas company incorporated and registered in Norway and registered in the UK as an establishment of an overseas company, this Agreement (including non-contractual disputes or claims) is governed by English law. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (“Rules”), which Rules are deemed to be incorporated by reference into this clause. In relation to the arbitration: (a) the number of arbitrators shall be one; (b) the seat, or legal place, or arbitration shall be London; and (c) the language used in the arbitral proceedings shall be English. The parties agree that the proceedings, contents and results of the arbitration shall remain confidential between the parties. 9.11 Where it is entered into between Licensee and C TWO Automate Inc (trading as C TWO), this Agreement (including non-contractual disputes or claims) is governed by the laws of the State of Delaware. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by fast-track arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce. The parties shall jointly nominate a sole arbitrator within 30 days of the request. The language to be used in such arbitral proceedings shall be English. The parties agree that the proceedings, contents and results of the arbitration shall remain confidential between the parties. 10 Data Protection 10.1 Licensee is solely responsible for its use of the Software, the activities of its users and for the accuracy, integrity, legality, reliability and appropriateness of all Licensee Data. Licensee expressly recognizes that C TWO does not create or endorse any Licensee Data processed by or used in conjunction with the Licensee's use of the Services. Licensee acknowledges that it is solely responsible for its own Licensee Data, its use of the Licensee Data and all contents within the Licensee Data and shall indemnify and defend C TWO and its respective officers, directors and employees from and against all liabilities, damages and costs (including settlement costs and reasonable legal and court fees) incurred by reason of C TWO's receipt of the Licensee Data and its compliance with the instructions of the Licensee with respect to the ownership, custody, processing or disposition of the Licensee Data by C TWO, as applicable. 10.2 Licensee warrants and represents that it has obtained all necessary permissions and consents to provide the Licensee Data to C TWO, particularly in respect of Personal Data.   PART 2 EVALUATION LICENSE 1. Definitions and Interpretation 1.1 In addition to the terms contained in this Part 2, Evaluation License, the General Terms set forth in Part 1 shall apply. The following terms shall have the following meanings for the purpose of this Evaluation License only: Purpose Licensee's internal evaluation of the Software to determine whether to enter into negotiations with C TWO for a Full License for such Software End User or for an agreement with C TWO to become a Partner. Term thirty (30) days from delivery of the License Key, or such other period of time during which it is agreed by C TWO in writing that Licensee may the Software on the basis of this Evaluation License. 2 License to evaluate the Software 2.1 C TWO hereby grants to Licensee a personal, revocable, non-transferable, non-exclusive license to use the Software and the C TWO Confidential Information in a non-production and non-commercial capacity in the Environment during the Term solely for the Purpose. 2.2 Licensee may use production data in connection with the use permitted by Clause 2.1. 2.3 Licensee may not make any back-up or archival copies of the Software or the C TWO Confidential Information. 2.4 C TWO is under no obligation to support the Software in any way including by way of the provision of modifications, updates, bug fixes or error corrections ("Updates"). If C TWO, in its sole discretion, provides Updates to Licensee such Updates shall be deemed to be part of the Software and licensed to Licensee on the terms of this Evaluation License. 2.5 Neither party is under any obligation to enter into a Full License agreement with the other party in relation to the Software. 3 Warranties The Software and the C TWO Confidential Information are provided "as is" and C TWO makes no representations and gives no conditions or warranties of any kind whether express or implied in respect of the Software or C TWO Confidential Information, and C TWO excludes all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise to the fullest extent permitted by law. 4 Liability 4.1 C TWO shall have no liability under this Evaluation License in respect of the Software and/or the C TWO Confidential Information, save that nothing in this Evaluation License shall exclude or limit C TWO’s liability in respect of death or personal injury resulting from negligence, liability for fraudulent misrepresentation, or for any other liability the exclusion or limitation of which is not permitted by applicable law. 5 Term and Termination 5.1 During the Term C TWO may terminate this Evaluation License immediately by giving written notice to Licensee if Licensee is in material breach of any of its obligations under this Evaluation License, or if Licensee makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event. 5.2 This Evaluation License may be terminated by either party during the Term upon seven days' written notice or upon acceptance by Licensee of a Full License for the Software. 5.3 Upon termination not followed by a Full License, Licensee shall promptly and in any event within 7 days return to C TWO all copies of all or part of the Software on any tangible medium and any documents containing any item of the C TWO Confidential Information and shall completely delete all electronic copies of all or any part of the Software and/or C TWO Confidential Information resident in the Environment. 6 Provision of Support Services 6.1 C TWO shall provide the Support Services in accordance with the C TWO Maintenance & Support Terms, available on the C TWO website (https://support.ctwo.com/terms).   PART 3 FULL LICENSE 1 Definitions and Interpretation 1.1 In addition to the terms contained in this Part 3, Full License, the General Terms set forth in Part 1 shall apply. The following terms shall have the following meanings for the purpose of this Full License only: Acceptance Licensee’s acceptance of the Software in accordance with Clause 2.2 of this Full License. Fees the fees payable for the Full License and Support Services during the applicable Term. Service Levels the service levels specified in the C TWO Maintenance & Support Terms. 2 License to access and use the Software 2.1 In consideration of Licensee payment of the Fees, C TWO hereby grants to Licensee a non-exclusive and non-transferable license to use the Software (in object code only) during the Term (defined below), subject to any restrictions set out in this Agreement, for the purpose of automating Licensee-related business procedures in accordance with the terms and conditions of this Agreement. 2.2 The Software shall be deemed to have been accepted by Licensee on the earlier of: 2.2.1 30 days following delivery of the initial License Key (provided always that Licensee (acting reasonably) has not already notified C TWO of any material non-conformity with the Documentation); or 2.2.2 any production use by Licensee. 2.3 Licensee shall be entitled to make such copies of the Software as are necessary for test, development, archive and backup purposes provided that Licensee shall: 2.3.1 ensure that each copy shall include all copyright and proprietary notices included in the Software and on any media on which the Software is delivered to Licensee; 2.3.2 keep a written record of the location and use of each such copy; and 2.3.3 provide a copy of such record to C TWO on request and allow C TWO to verify the same from time to time on request. 2.4 C TWO reserves the right at any time to make any improvement, substitution or modification in the design, manufacture or configuration of the Software provided that any such improvement, substitution or modification shall not result in any material unfavorable change in the functionality or performance of the Software. 2.5 C TWO shall have the right during the Term to audit and/or inspect Licensee's facilities and/or records to verify Licensee's use of the Software and compliance with this Agreement. Such audits shall be carried out on reasonable notice by C TWO and/or its selected external auditor. Licensee shall provide C TWO and its audit team with access to its relevant records and facilities. C TWO shall comply with Licensee's standard security and health and safety policies notified in writing a reasonable time in advance of such visit. C TWO will pay the expenses of the audit, unless such audit reveals an underpayment of five percent (5%) or more, in which case Licensee will promptly pay C TWO the reasonable fees and expenses incurred by C TWO for such audit. 2.6 Licensee grants to C TWO permission during the Term to list Licensee’s name and to display Licensee’s logo (among and with no greater prominence than other named customers) in its public customer lists, subject to compliance with Licensee’s trademark guidelines as may be updated from time to time. This permission may include naming Licensee in a press release alongside other new customers, but C TWO may not issue a press release announcing the relationship formed by the Agreement naming Licensee solely without Licensee’s prior approval. Thereafter, if a party wishes to issue a press release concerning the existence or terms of this Agreement or the relationship between the parties, then such party shall submit the statement to the other party for review and approval, which a party may withhold in its sole discretion. Licensee may withdraw its consent granted in this Section 2.6 by providing written notice to C TWO. 3 Provision of Support Services C TWO shall provide the Support Services in accordance with the C TWO Maintenance & Support Terms available on the C TWO website (https://support.ctwo.com/terms). 4 Intellectual Property Rights Indemnities 4.1 Subject to Clauses 4.3 and 4.4 below and Licensee's compliance with the terms of this Agreement, C TWO agrees to indemnify Licensee against any claims, suits or proceedings brought by a third party against Licensee to the extent that such claim, suit or proceedings is based upon an allegation that the Software, as delivered to Licensee and when used within the scope of this Agreement, directly infringes the Intellectual Property Rights of any third party (an "Infringement Claim"). 4.2 Subject to Clauses 4.3 and 4.4 below and Licensee’s compliance with the terms of this Agreement, C TWO shall pay all damages, costs and expenses (including reasonable legal fees) finally awarded against Licensee by a court of competent jurisdiction (or settlements agreed to in writing by C TWO) directly attributable to such Infringement Claim. 4.3 C TWO’s obligations under Clauses 4.1 and 4.2 of this Full License are expressly conditioned on Licensee: 4.3.1 notifying C TWO in writing promptly after Licensee becomes aware of an Infringement Claim; 4.3.2 allowing C TWO sole control of the investigation, defense, and settlement of such Infringement Claim; 4.3.3 cooperating fully and assisting C TWO in the investigation, defense, and settlement of such Infringement Claim (as reasonably requested by C TWO); and 4.3.4 making no admission of liability or fault itself or on behalf of C TWO. 4.4 Notwithstanding the foregoing, C TWO shall have no liability for any Infringement Claim arising in whole or in part from: 4.4.1 modification of the Software by anyone other than C TWO; 4.4.2 use or combination of the Software with any other equipment, data, services or software where in the absence of such use the Software alone would not have given rise to the Infringement Claim; 4.4.3 use of the Software not in accordance with this Agreement or in a manner other than for which it was intended; 4.4.4 use of the Software for which C TWO has provided Licensee with modifications or substitutes where use of such modification or substitute would have prevented the Infringement Claim; 4.4.5 Licensee's continued use of the Software after termination or expiration of this Full License; or 4.4.6 any Infringement Claim based on Licensee’s activities occurring subsequent to its receipt of notice of any claimed infringement, unless C TWO shall have given Licensee written permission to continue to use the allegedly infringing Software. 4.5 In the event that any Infringement Claim is made or in C TWO’s sole judgment is likely to be made, C TWO may at its discretion either: 4.5.1 procure for Licensee the right to continue to use the Software; 4.5.2 replace or modify the Software to avoid infringement; or 4.5.3 terminate this Full License and Licensee’s right to use the Software upon written notice to Licensee. 4.6 Clauses 4 4.1 to 4.5 of this Part 3 state the entire obligation and liability of C TWO with respect to infringement of third-party Intellectual Property Rights. 4.7 Licensee hereby indemnifies C TWO and its Affiliates against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by C TWO and/or its Affiliates arising out of or in connection with any infringement by Licensee of the Intellectual Property Rights of C TWO or its Affiliates. 5 Warranties 5.1 Licensee warrants that: 5.1.1 it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Full License; and 5.1.2 it owns or has any license necessary to enable C TWO to use any third-party materials and/or information provided by Licensee under or in connection with this Full License. 5.2 C TWO warrants that: 5.2.1 it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Full License; 5.2.2 for a period of thirty (30) days after Acceptance, the Software, when working within the Environment, will, in all material respects have the functionality and performance set out in the Documentation; 5.2.3 the Support Services shall be provided with reasonable skill and care; 5.2.4 it shall use its reasonable endeavors to provide the Support Services in accordance with the Service Levels; and 5.2.5 it shall use reasonable endeavors to ensure that, as of the date of delivery, no virus, time bomb, trap door or other equipment or disabling device (other than the License Key) is introduced by it into the Software. 5.3 Save as expressly set out in this Full License, C TWO excludes all warranties, conditions, terms, undertaking and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise to the fullest extent permitted by applicable law. For the avoidance of doubt, C TWO does not warrant that the operation of the Software shall be 100% uninterrupted or error free, or that all errors will be corrected. C TWO does not warrant that the Software will meet licensee’s requirements. C TWO is not obligated to remedy any software error that cannot be reproduced using the latest update of the Software. 5.4 In the event of any breach of the warranties in Clause 5.2.2 or Clause 5.2.5 of this Full License, Licensee's sole remedy shall be to require C TWO to correct the Software. 5.5 In the event of any breach of the warranties at Clauses 5.2.3 and 5.2.4, Licensee’s sole remedy shall be to require C TWO to re-perform the relevant Support Services. 6 Liability 6.1 Save as provided in clause 6.3 of this Full License, C TWO's total aggregate liability in respect of all causes of action arising out of or in connection with this Full License (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) ("Claims") shall not, in each year, exceed an amount equal to the amount of fees paid or payable under this Full License in the preceding 12 months. 6.2 Save as provided in clause 6.3 of this Full License, neither arty shall be liable for any claim to the extent that the claim relates to: 6.2.1 loss of profits; 6.2.2 loss of goodwill; 6.2.3 loss of anticipated savings; 6.2.4 loss of revenue or business opportunity; 6.2.5 loss of data or use of data; 6.2.6 injury to reputation; 6.2.7 third party losses; or 6.2.8 any loss or damage which does not arise as a direct and natural consequence of the default in question, including any indirect, incidental, special, exemplary, punitive or consequential loss or damage; in each case regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether C TWO knew or had reason to know of the possibility of the loss, injury or damage in question. 6.3 Nothing in this full license shall limit or exclude either party's liability: 6.3.1 for death or personal injury resulting from negligence; 6.3.2 for fraud or fraudulent misrepresentation; 6.3.3 for breach of Clause 3 of the General Terms in Part 1 (confidentiality); 6.3.4 for breach by Licensee of any of its obligations under Clause 5.1 of the General Terms in Part 1; 6.3.5 under the indemnity in clause 4.7 of this Part 3 in respect of infringement of C TWO’s intellectual property rights; or 6.3.6 for any other liability the exclusion or limitation of which is not permitted by applicable law. 7 Term and Termination 7.1 This Full License shall commence on the Commencement Date and shall continue for the term specified in the relevant license Order (the “Term”). 7.2 Either party shall be entitled to terminate this Full License at any time upon notice in writing to the other if the other party commits a material breach of this Agreement which remains unremedied (if capable of remedy) for more than thirty (30) days after such notice. 7.3 Either party shall be entitled to terminate this Full License forthwith upon notice in writing to the other party if the other party: 7.3.1 makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event; and/or 7.3.2 is in breach of any of the obligations of confidentiality specified in Clause 3 of the General Terms in Part 1 (Confidentiality). 7.4 Upon the termination or expiry of this Full License for whatever reason: 7.4.1 Licensee will immediately cause all copies of the Software to be removed from all computer equipment in its possession or under its control and return to C TWO or destroy (if authorized by C TWO in writing to do so) all such copies and any other C TWO Confidential Information and cause an officer of Licensee to certify in writing that it has done so; and 7.4.2 each party's rights, liabilities and obligations under this Full License shall cease, except that each party's rights, liabilities and obligations that have accrued prior to such termination or expiry or that are expressly or by implication intended to come into force upon or remain in force following such termination or expiry shall survive any such termination or expiry. 7.5 Upon termination of this Full License by Licensee in accordance with Clause 7.2 of this Part 3, C TWO shall provide Licensee with a pro rata refund in respect of any period of the Full License after the date of termination for which Licensee has already paid.