TERMS OF USE A. General License Grant. Subject to Customer's compliance with this Agreement and payment of all license and related fees, mcaConnect grants to Customer a nonexclusive and nontransferable license (with no right to sublicense) to use (i) the Software for Customer's internal business purposes; and (ii) the Documentation for the purpose of supporting Customer's use of the Software. Licenses granted to Customer shall, unless otherwise indicated on the applicable Schedule, be perpetual (unless terminated pursuant to this Agreement) and commence on delivery of the physical media or the date Customer is notified of electronic availability, as applicable ("Delivery"). Documentation is licensed solely for purposes of supporting Customer's use of Software as permitted in this Section. To the extent applicable, Customer may be required to follow mcaConnect's then current product registration process, if any, to obtain and input an authorization key or license file for the Software. B. License Restrictions. All Software licenses granted herein are for use of object code only. Customer is permitted to copy Software as necessary to install and run it in accordance with the license, but otherwise for back-up purposes only. Customer may copy Documentation insofar as reasonably necessary in connection with Customer's authorized internal use of Software. Customer shall not, without mcaConnect's prior written consent (i) use Software in a service bureau, application service provider or similar capacity; (ii) disclose to any third party the results of any comparative or competitive analyses, benchmark testing or analyses of Software performed by or on behalf of Customer; (iii) make available Software in any form to anyone other than Customer's employees or contractors; or (iv) transfer or allow access to the Software to an Affiliate or a third party. C. Audit Rights. mcaConnect (including its independent auditors) shall have the right to audit Customer's usage of Software to confirm compliance with the agreed terms. Such audit is subject to reasonable advance notice by mcaConnect and shall not unreasonably interfere with Customer's business activities. Customer will provide mcaConnect with the support required to perform such audit and will, without prejudice to other rights of mcaConnect, address any non-compliant situations identified by the audit by forthwith procuring additional licenses. D. Termination. mcaConnect may terminate this Agreement and/or licenses for cause, if Customer breaches the terms of this Agreement or the terms governing the use of the Software and fails to cure within five (5) days after receipt of mcaConnect's written notice thereof. Upon termination of this Agreement and/or a license, Customer shall cease all use and return or certify destruction of the applicable Software and Documentation (including copies) to mcaConnect. E. Reserved Rights. All rights not expressly granted to Customer are reserved. In particular, no title to, or ownership of, the Software is transferred to Customer. Customer shall reproduce and include copyright and other proprietary notices on and in any copies of the Software. Unless expressly permitted by applicable mandatory law, Customer shall not modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, decompile or otherwise reduce to human readable form the Software without mcaConnect's prior written consent, nor shall Customer permit any third party to do the same.