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This SOFTWARE LICENSE SCHEDULE (this “Software License”) is a Schedule to the Master Services Agreement to which this Schedule is attached. The Master Services Agreement and this Software License, together with any other attached Schedules and Ordering Documents, together constitute the Agreement.

1. SOFTWARE LICENSE

1.1. Grant of License. Provider hereby grants to Customer for the use and benefit of its permitted users (“Permitted Users”) a revocable, royalty-bearing, personal, non-transferable, non-sublicensable, limited-scope license to use Provider’s software (the “Software”) and documentation (“Documentation”) described in the Ordering Document, so long as Customer has made all payments due and solely for the Customer in the ordinary course of Customer’s own business operations. The Software and Documentation will be used only at Customer’s locations(s) and only by the number of users specified in the Ordering Document.

1.2. Product and Documentation. The Software is a “Product” as defined in the Agreement. Provided the Maintenance Agreement remains in effect, the Software includes any updates, upgrades, patches, new versions, new releases, bug fixes, technological improvements and enhancements. The Documentation includes materials created by or on behalf of Provider that describe or relate to the functional, operational, or performance capabilities of the Software, regardless of whether such materials are printed or electronic, including but not limited to: all operator’s and user manuals, training materials, guides, commentary, technical, design or functional specifications, requirements documents, product descriptions, proposals, schedules, listings and other materials related to the Software.

1.3. Passwords. Provider shall provide permanent passwords or license keys for all licensed Software that requires passwords or license keys for proper and complete operation thereof. Provider owns all rights, title and interest in and to the Software and Documentation and has the right to grant the licenses granted in this Software License.

1.4. Use Restrictions.

1.4.1. Customer shall not access, or allow access to, the Software if Customer is in direct competition with Provider, except with Provider’s prior written consent. Customer may not access the Software for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Software in any way; (ii) modify or make derivative works of the Software; (iii) create Internet “links” to the Software on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Software in order to (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the Software; or (c) copy any ideas, features, functions or graphics of the Software.

1.4.2. Customer shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Software or the data contained therein; (v) attempt to gain unauthorized access to the Software or its related systems or networks; or (vi) input any data or information into the Software that is credit card or debit card information, personal banking, financial account information, social security numbers, HIPAA-protected data, or personal confidential information concerning individuals.

1.4.3. Customer shall not permit Users to share User IDs with other employees or with third parties. Customer acknowledges that: (i) Provider shall rely on the validity of any User ID, instruction or information that meets the Software’s automated criteria or which is believed by Provider to be genuine; (ii) Provider may assume a person entering a User ID and password is, in fact, that User; and (iii) Provider may assume the latest email addresses and registration information for Users on file with Provider are accurate and current.

2. INSTALLATION OF SOFTWARE

2.1. Upon execution of the Ordering Document, and payment of all amounts initially due, Provider shall install the Software within a commercially reasonable time at Customer’s designated location(s) and provide a link to the online help desk. If there is delay in signing the Agreement or receiving payment, the project plan and anticipated go live date will adjust to accommodate such delay.

2.2. Customer shall designate a primary contact to assist with installation of software and ensure all technical requirements are met.

3. COPIES

3.1. License Copies. Customer and Permitted Users shall have the right to make one operational copy and one backup copy for archival purposes.

3.2. Documentation Copies. Customer may reproduce the Documentation as reasonably necessary to support internal use of the Software.

3.3. Software Rights to Use. Copies of the Software created or transferred pursuant to this Agreement are licensed, not sold, and Customer receives no title to or ownership of any copy or of the Software itself. Furthermore, Customer receives no rights to the Software other than those specifically granted above. Customer shall not: (a) copy, modify, derivate, distribute, publicly display, publicly perform, or sublicense the Software; (b) use the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Software’s source code.

3.4. Emergency Use of Software on Other Computer(s). Customer shall have the right to temporarily use the Software and Documentation on back-up computers at any location for disaster recovery and emergency purposes. As soon as practical after cessation of the disaster or emergency, Customer and its Affiliates shall remove the Software and Documentation from the back-up computers. Customer and its Affiliates shall also have the right to periodically activate and test the Software on such back-up computers for evaluating and verifying emergency and disaster recovery techniques and procedures. If license keys, passwords or other information from Provider are required to use the Software on such other computers, Provider shall provide to Customer.

4. EXCESS USE

Customer’s License is limited to the specific number of users stated in the Ordering Document. Customer may purchase additional Authorized User licenses. If Provider determines Customer has been allowing more Authorized Users to use the Software than set forth in the Ordering Document, Provider may (i) bill Customer for the additional Subscription Fees due, calculated on a pro rata basis based upon the agreed fees for the relevant Software, or (ii) consider such action a material breach of the Agreement. Provider may inspect and audit Customer’s servers and facilities to determine Customer’s compliance with the Software license and Authorized Users limitations.

5. ACCEPTANCE

Applicable Software deliverables under all Proposals will be accepted by Customer when the acceptance criteria, if any, specified in applicable Proposals have been met. Where no Software acceptance criteria are specified, such deliverables will be deemed accepted upon contract execution.

6. INTELLECTUAL PROPERTY OWNERSHIP

6.1. Provider IP. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Software, Documentation, or to the Intellectual Property Rights therein owned by Provider. Provider’s name, Provider’s logo, and the product names associated with the Software and Documentation are trademarks of Provider or third parties, and no right or license is granted to use them. Provider (and its licensors) shall exclusively own all right, title, and interest in and to the Software and Documentation, copies, modifications, and derivative works thereof. Provider shall own any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party relating to the Software or Documentation, including all related Intellectual Property Rights thereto, specifically excluding Customer Data.

6.2. Customer Data. Customer (and its licensors) shall exclusively own all right, title and interest in and to Customer Data and Intellectual Property Rights thereto.

7. INTELLECTUAL PROPERTY INDEMNIFICATION

7.1. Indemnified Claims. Provider shall defend and indemnify Customer against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of direct infringement of any patent, copyright, trade secret, or other intellectual property right by the Software or the Documentation. Provider’s obligations set forth in this Section 7 do not apply to the extent that an Indemnified Claim arises out of: (a) Customer’s breach of this Agreement; (b) revisions to the Software made without Provider’s written consent; (c) Customer’s failure to incorporate Upgrades that would have avoided the alleged infringement, provided Provider offered such Upgrades without charges not otherwise required pursuant to this Agreement; (d) Provider’s modification of Software in compliance with specifications provided by Customer; or (e) use of the Software in combination with hardware or software not provided by Provider. In the event of an Indemnified Claim, Provider may exercise its right to terminate licenses and require return of the Software.

7.2. Litigation & Additional Terms. Provider’s obligations pursuant to Section 7 will only apply if Customer provides prompt written notice of and cooperates in the defense of the Indemnified Claim. Provider will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Customer will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.

8. FEES AND PAYMENT

Subscription Fees associated with the Software are set forth in the Ordering Document. Invoicing and payment terms are set forth in Schedule 5 – Charging and Invoicing.