License Grant. Subject to Licensee's compliance with the terms and conditions of this Agreement, during the Term (as defined below), Licensor hereby grants to Licensee and Licensee accepts from Licensor, a limited, non-exclusive, non- transferable, non-sublicensable license to use the Software solely for Licensee's internal use purposes, provided that the Software may be installed, operated and used on Licensee’s infrastructure or accessed and used via Licensor’s cloud hosting, as set forth in the Work Order, only by the specific named Authorized User(s) designated by Licensee which in no event exceed the Maximum Number of Authorized Users (“License”). 2.2. Reservation of Rights; Use Restrictions. Other than the rights explicitly granted in this Agreement, Licensee shall have no other rights, express or implied, in the Software. Without limiting the generality of the foregoing, Licensee agrees and undertakes not to: (i) sell, lease, sublicense or distribute the Software, or any part thereof, or otherwise transfer the Software or allow any third party to use the Software in any manner; (ii) reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form the Software’s source code; (iii) modify, revise, enhance or alter the Software; (iv) copy or allow copies of the Software to be made; (v) use any backup or archival copies of the Software, or any part thereof, or allow any third party to use such copies, for any purpose other than to replace an original copy in the event of the destruction of the Software components, if the Software becomes defective; (vi) place the Software onto a server so that it is accessible via a public network; (vii) use the Software to provide third parties with managed services or any other services whether or not in return for remuneration of any kind; all unless explicitly agreed to by Licensor; (viii) remove, deface, obscure or otherwise modify any copyright or other proprietary notices included on or in the Software; (ix) develop methods to enable unauthorized parties to use the Software, or to develop any other Software containing any of the concepts and ideas contained in the Software; (x) work around any technical limitations in the Software, or use any tool to enable features or functionalities that are otherwise disabled in the Software; (xi) use the Software for any unlawful purpose, or one that could associate Licensor with any improper or inappropriate purpose (including infringement or misappropriation of any third party intellectual property, privacy, or publicity right); and/or (xii) represent that it possesses any proprietary interest in the Software. The Software is licensed and not sold under this Agreement and Licensee acknowledges that the Software and/or any copies thereof, including without limitation any derivative works made (regardless of whether such derivative works were made and/or developed pursuant to the request and/or specifications of - 4 - 6503591/7 Licensee, and irrespective of any support and/or assistance Licensor may, will or had received from Licensee, or any third party on its behalf, with respect thereto), as well as any enhancements, improvements, corrections, modifications, alterations, revisions, extensions and updates thereto, if provided to Licensee (excluding the Resulting Output or Licensee Data), shall remain Licensor's sole and exclusive property. All intellectual property rights evidenced by or embodied in and/or attached/connected/related to the Software, or part thereof, are and shall be owned solely and exclusively by Licensor (except for the Resulting Output and Licensee Data, which shall be owned by Licensee). Nothing in this Agreement shall constitute a waiver of Licensor's intellectual property rights under any law, or be in any way construed or interpreted as such. Licensor reserves all rights not expressly granted herein to the Software. 4.2. It is further agreed that to the extent Licensee provides Licensor suggestions, comments or feedback (whether orally or in writing) with respect to the Software (the “Feedback”), Licensee acknowledges that any and all rights, including intellectual property rights in such Feedback shall belong exclusively to Licensor and that such shall be considered Licensor's Confidential Information and Licensee hereby irrevocably transfers and assigns to Licensor all intellectual property rights in such Feedback and waives any and all moral rights that Licensee may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Licensor at its sole discretion, and that Licensor in no way shall be obliged to make use of any kind of the Feedback or part thereof.