This Citi Consolidate® License Schedule (this “License Schedule”) governs Buyer’s access to and use of the Citi Consolidate® Platform, including all related services, systems, content, data, information and documentation available on or through the Citi Consolidate® Platform (collectively, the “Licensed Platform”) under the Citi Consolidate® Global Buyer Agreement to which this License Schedule is attached. All capitalized terms used in this License Schedule but not defined herein shall have the meaning given to such terms in the Agreement. If there is any conflict between the terms and conditions in the Agreement and the terms and conditions of this License Schedule, the terms and conditions of this License Schedule shall govern.

1. License Grant.

   Subject to Buyer’s strict compliance with the terms and conditions set forth in this License Schedule and in the Agreement, Citi hereby grants to Buyer, solely during the term of the Agreement, a limited, revocable, personal, non-exclusive, non-transferable license and right, without the right to sublicense, to access and use the Licensed Platform and all other Licensed Resources, solely for Buyer’s internal business operations subject to the limitations specified or referenced in this License Schedule, the Agreement and the User Manuals (the “License”).

2. IP Ownership.

   All right, title and interest in and to the Licensed Platform, all other Licensed Resources, and any other Software, code, tools, libraries, scripts, application programming interfaces, templates, algorithms, workflows, user interfaces, links, proprietary methods and systems, know-how, trade secrets, techniques, designs, inventions, and other tangible or intangible technical material, information and works of authorship underlying or otherwise used to make available the Licensed Platform (collectively, “Citi Property”), including, without limitation, all Intellectual Property Rights in each of the foregoing and all updates, upgrades, enhancements, improvements, new versions, releases, corrections, and other modifications thereto and derivative works thereof, are vested, and shall remain vested, solely and exclusively in Citi or its licensors. Except for the License granted herein, Buyer shall not acquire any rights, express or implied, to access or use the Citi Property. All rights not expressly granted herein by Citi are expressly reserved by Citi.

3. Feedback.

   Buyer may, but is not obligated to, provide Citi with certain feedback, suggestions, comments, ideas, or other concepts relating to Citi’s products and services (collectively, “Feedback”). Buyer (a) represents and warrants that it has the right to disclose all such Feedback and that the Feedback does not contain the confidential or proprietary information of any third party or infringe, misappropriate or violate any third-party rights, and (b) irrevocably grants to Citi an irrevocable, fully paid-up, royalty-free, perpetual, worldwide, sublicensable and transferable right and license to distribute, modify, prepare derivative works from, publish and otherwise use the Feedback, in each case by any means and in any manner now known or hereafter invented without compensation or contribution to Buyer.

4. Licensed Platform Usage; User Manuals.

   1. Buyer shall access and use, and shall cause its Authorized Users to access and use, the Licensed Platform only for its internal business operations as permitted by the License (and not for any illegal activity or purpose) in accordance with this License Schedule, the Agreement and the User Manuals.
   2. Citi may in its sole discretion amend, modify or supplement the User Manuals at any time, and shall use commercially reasonable efforts to provide notice to Buyer of such changes, as Citi deems necessary or appropriate or otherwise required by the Agreement. Buyer shall remain informed of and notify its Authorized Users as to any updates to the User Manuals that may be implemented from time to time. Approval and acceptance of an update to the User Manuals shall be deemed to be given if Buyer continues to use the Licensed Platform subsequent to the publication of any such updated User Manuals.
   3. Buyer shall promptly use any successors, updates, enhancements, error corrections, modifications, new releases or replacements (collectively, “Updates”) of any portion of the Licensed Platform or other Licensed Resources provided to it from time to time by Citi, for use in accessing the Licensed Platform, and cease to use the previous version or release of such portion to the extent replaced by any Update.
   4. Buyer shall have the right under the License to access the Licensed Platform on a computer screen, to print reasonable extracts from the Licensed Platform, and to save reasonable copies of data posted on the Licensed Platform to Buyer's hard drive, in each case solely for the purposes expressly permitted by, and subject to the terms of, the License. All other copying, distribution or commercial use of any the Licensed Platform, in whole or in part, is strictly forbidden.

5. Restrictions.

   Except as otherwise expressly permitted by this License Schedule, Buyer shall not (and shall not allow any third party to):

   1. copy, modify, adapt, translate, or otherwise create derivative works of the Licensed Platform or other Licensed Resources, or any part thereof;
   2. distribute, assign, pledge, relicense, sublicense, sell, rent, lease or otherwise transfer the Licensed Platform or other Licensed Resources, or any part thereof, including, but not limited to, for third-party training, commercial time-sharing or service bureau use or use it on any systems not owned or properly licensed by Buyer;
   3. reverse engineer, disassemble or decompile the Licensed Platform or other Licensed Resources, or any part thereof, or any portion thereof, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Licensed Platform or other Licensed Resources, or any part thereof;
   4. remove or modify any identification, proprietary notice, copyright, trademark, service mark or other notices contained in or on the Licensed Platform or other Licensed Resources, or any part thereof;
   5. incorporate the Licensed Platform or other Licensed Resources, or any part thereof, into or with other software, except to the extent permitted under the User Manuals or as otherwise expressly authorized in writing by Citi;
   6. use the Licensed Platform or other Licensed Resources, or any part thereof, to develop, test, support or market products that are competitive with and/or provide similar functionality to the Licensed Platform or other Licensed Resources, or any part thereof;
   7. use or access the Licensed Platform or other Licensed Resources, or any part thereof, in a manner that: (i) violates any U.S. or foreign national, federal, state, or local laws, rules, and/or regulations; (ii) infringes, misappropriates or violates the rights of any third party; (iii) purports to subject Citi or our affiliates or licensors to any other obligations; (iv) could be fraudulent; or (v) is not otherwise permitted under this License Schedule;
   8. introduce into any portion of the Licensed Platform, or any part thereof, any virus, malware or other data or code that harms, or may adversely affect, the operation of the Licensed Platform, or any part thereof, or the privacy and integrity of the data on the Licensed Platform, or any part thereof (and shall put into effect and maintain commercially reasonable measures to prevent any such introduction);
   9. interfere with, defeat, circumvent or tamper with: (i) any Message; (ii) the integrity or performance of the Licensed Platform, or any part thereof; or (iii) the restrictions on use of functionality or access to information on any portion of the Licensed Platform; and/or
   10. attempt to do any of the foregoing.

6. Security, Authorized Users and Access.

   1. Buyer is solely responsible and liable for all uses of the Licensed Platform and the Logins resulting from access provided by Buyer, directly or indirectly, whether such access or use is permitted by or in violation of this License Schedule.
   2. Without limiting the generality of the foregoing, Buyer is responsible for all acts and omissions of Buyer’s Authorized Users and any act or omission by an Authorized User that would constitute a breach of this License Schedule if taken by Buyer shall be deemed a breach of this License Schedule by Buyer.
   3. Buyer shall use reasonable efforts to make all Authorized Users aware of this License Schedule’s provisions as applicable to such Authorized User’s use of the Licensed Platform and Logins and shall cause all Authorized Users to comply with such provisions.
   4. Buyer shall comply with, and will ensure that all Authorized Users comply with, all applicable laws and regulations in connection with this License Schedule and Buyer’s and all Authorized Users’ access to and use of the Licensed Platform and Logins.
   5. Buyer shall safeguard and keep confidential, and put into effect and maintain commercially reasonable security measures to safeguard and keep confidential, the Licensed Resources. In furtherance of the foregoing:
      1. the issuance of Logins to Authorized Users to access the Licensed Platform and the rules and particular roles applicable to the various types of Authorized User shall be in accordance with the User Manuals;
      2. Buyer warrants that each of its Authorized Users is authorized to bind Buyer, and agrees to be bound by any usage of the Licensed Platform that occurs under any of its Authorized Users' Logins;
      3. Buyer shall ensure that only its Authorized Users access the Licensed Platform and shall procure that its Authorized Users: (A) maintain the secrecy of their Logins and do not disclose their Logins to any other third party; and (B) are informed of and abide by the User Manuals;
      4. Buyer shall immediately notify Citi in writing if it becomes aware of any unauthorized use, loss or theft of its Authorized Users' Logins or if Buyer becomes aware or suspects that any of them have become known by an unauthorized person or there is otherwise unauthorized access to the DDS or any of Citi’s other systems or software. Upon such notification Citi may (at its absolute discretion) revoke, suspend or disable such Logins and/or issue new Logins to the Buyer; and
      5. Buyer shall not, and shall procure that none of its agents or representatives, access or attempt to gain access to any part of the Licensed Platform that is not permitted under its Logins.

7. Messages.

   1. Buyer shall use the Licensed Platform to send all Messages under the Agreement on Buyer's behalf, including, without limitation, any updates to Buyer's list of Authorized Users.
   2. Citi and its licensors may use any Message posted by or on behalf of Buyer on or through the Licensed Platform for the purposes of providing Services under the Agreement and operating and maintaining the Licensed Platform.
   3. All Messages being communicated by or on behalf of Buyer on or through the Licensed Platform shall be sent in accordance with the Agreement, the User Manuals and all applicable laws.
   4. No Message shall constitute spam or other duplicative or unsolicited communications.
   5. Any Message which appears to Citi or its licensors to be sent and/or entered into by or on behalf of Buyer on or through the Licensed Platform shall be valid and binding on Buyer, and Citi and its licensors shall be entitled to rely thereon, irrespective of any error or fraud contained therein or the identity of the individual who sent the Message, except to the extent that such error or fraud or use of the Licensed Platform by an unauthorized third party is the direct result of the failure by Citi or its licensors, as the case may be, to use commercially reasonable security measures to prevent unauthorized access to the Licensed Platform.
   6. The act of sending a Message electronically in accordance with this License Schedule and the Agreement is as legally binding as if Buyer had manually executed and delivered that Message in written form, and Buyer shall not contest the validity, legally binding nature or enforceability of that Message on the basis that the act of sending the Message electronically is invalid or not binding on Buyer.
   7. Neither Citi nor Buyer shall use the Licensed Platform to communicate formal contractual notices.

8. Licensed Platform Availability.

   1. THE PLATFORM, USER MANUALS AND ALL OTHER CITI PROPERTY ARE PROVIDED "AS IS", AND CITI MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO CONDITION, PERFORMANCE, FITNESS FOR PURPOSE, NON-INFRINGEMENT, SUITABILITY, MERCHANTABILITY, QUALITY OR OTHERWISE, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CITI DOES NOT WARRANT THAT THE PLATFORM OR THE SERVICES PROVIDED ON, THROUGH OR IN CONNECTION THEREWITH (INCLUDING THE RELATED SOFTWARE), IN WHOLE OR IN PART, WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION OR MEET BUYER’S REQUIREMENTS, EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THE USER MANUALS.
   2. Citi provides no warranty as to the availability of the Licensed Platform. Buyer acknowledges that there may be downtime from time to time when the Licensed Platform cannot be accessed.
   3. Buyer is solely responsible for providing and maintaining, and neither Citi nor its licensors have any liability or responsibility in respect of, (i) equipment not supplied by or on behalf of Citi, (ii) utility services that Buyer or any Authorized User utilizes as a result of its participation in the Licensed Platform, and (iii) a link to the Licensed Platform. Neither Citi nor its licensors shall have any liability or responsibility in respect of any failures, errors, unavailability or delays resulting from the use of any such equipment or services.

9. Changes to the Licensed Platform.

   Citi may, from time to time, elect (in its sole discretion) to modify, amend, replace, suspend or discontinue the Licensed Platform, in whole or in part. Citi shall give Buyer commercially reasonable notice of the proposed replacement Licensed Platform (if any). Buyer's ability to use the replacement Licensed Platform (if any) may be conditioned on the execution of license or similar agreement(s) in respect of the replacement Licensed Platform.

10. Confidentiality.

    Notwithstanding any confidentiality restrictions set forth in the Agreement, Citi may compile, copy, modify, license and exploit any and all data entered into the Licensed Platform by or on behalf of Buyer, including, without limitation, Messages and other data, including statistical click-stream data; provided, always, that such data has been anonymized such that it does not compromise any personal data in contravention of any applicable personal data protection and privacy legislation and that it does not directly or indirectly identify any individuals, any Buyer or any other corporate entities.