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"User" means with respect to the SaaS Offering, a license that cannot be shared by more than one designated <br /> individual but can be transferred or reassigned to a new designated individual replacing a former individual no <br /> longer using the SaaS Offering. <br /> 2.Subscription Services. <br /> (a) SaaS Offering. During the Term (as defined in Section 9(a), and subject to payment as described in an <br /> applicable Sales Order, TNW grants Customer a non-transferable and non-assignable right to access and use the <br /> SaaS Offering for Customer's internal use for purposes of managing and coordinating information. Customer's <br /> subscription for the SaaS Offering may be used by the number of Users identified in the applicable Sales Order. <br /> TNW will maintain the SaaS Offerings on servers or equipment owned or operated on its behalf. The SaaS Offering <br /> is provided on a subscription basis and Customer will not independently possess, install, or utilize the software <br /> TNW uses to provide the SaaS Offering. Customer will not(1) make the SaaS Offering available to any third party <br /> that is not a User;and (2)resell,rent,lease,assign or transfer the SaaS Offering. <br /> (b) Intake Services. During the Term and subject to payment as set forth in the applicable Sales Order, TNW will <br /> provide the Intake Services to Customer, provided, however,for Intake Services where translation services may be <br /> required, TNW may use a third party for such translation services. Any third party that is retained by TNW to <br /> provide translation services shall be required to comply with the provisions of these Subscription Terms, including <br /> but not limited to those relating to confidentiality,security and access. <br /> (c) Support Services. TNW will provide Customer with the Support Services for the SaaS Offering and Intake <br /> Services, as applicable. TNW may update, enhance or modify the Support Services from time to time to include <br /> new features,improve functionality,and address bugs or customer feedback. <br /> (d)Content. TNW will provide certain content with the Services and use good faith efforts to cause the content to <br /> remain current and reflect U.S.federal law. However,Customer is solely responsible to determine the accuracy of <br /> any such content and the applicability of TNW's content to its business. <br /> (e)User Management. Users will be required to use Login Information to access the Services and comply with this <br /> Agreement. Customer will manage and administer the Login Information for its designated Users, including <br /> without limitation determining the type of access each User will have to the Customer Content and any Reports <br /> made available for viewing through use of the Services. Subject to subsection (1), Customer is responsible for all <br /> uses of the Login Information and all actions by any individual while using Login Information, including without <br /> limitation any breach by Customer or Users of the terms and conditions of this Agreement, and Customer will not <br /> provide Login Information to any person that is not authorized to access and use the Services in order to access <br /> and view the Customer Content. <br /> In keeping with industry standards, Customer will take commercially reasonable steps designed to (i) protect <br /> the confidentiality of all Login Information,and (ii)notify TNW of any breach of the confidentiality of any Login <br /> Information to the extent Customer commits such breach or Customer has knowledge of,or in the exercise of <br /> reasonable diligence should have knowledge of any such breach by Customer or any User. However, due to <br /> the nature of the Internet and the current state of technology, TNW acknowledges that the prior sentence <br /> represents Customer's entire obligation with respect to preventing such a breach or disclosure. <br /> (f) Customer Responsibilities. To the extent applicable, Customer will input all Customer Content to use the <br /> Services and obtain, install, and maintain all information technology and communications systems necessary to <br /> access the Services. Customer represents and warrants that: <br /> (1) Customer and Users are authorized to provide all Customer Content and any other data and information <br /> submitted to the Services. Customer makes no representations or warranties regarding any Reports <br /> submitted by any reporting party through the Intake Services under these Subscription Terms or any Sales <br /> Order; <br /> 2 <br /> 1793312-1 <br />