1. CLOUD PRODUCT LICENSE 1.1. Rights granted. 1.2. Subject to the terms and conditions of this Agreement, myprm grants Customer a limited, non-exclusive, non-transferable license and right to use the Cloud Products to access the Cloud Services that Customer obtains under this Agreement and specified in the Order Form(s) which follows: 1.2.1.Only for the Customer's internal needs on its System, up to a maximum number of designated Users and otherwise compatible with the applicable usage limits. 1.2.2.To use the documentation provided with the Cloud Products in support of customer's authorized use of the Cloud Products. 1.2.3.Customer acknowledges that the Cloud Products specified on a purchase order may include the use of ancillary or integrated software or services. Customer's right to use such software and services will be subject to the limitations set forth in this Agreement. 1.2.4.Customer may not, and will ensure that no other party, directly or through third parties, transfers or sublicenses the Cloud Products or uses the Cloud Products in any way in business operations, to build competitive products or services, to provide training services, business time sharing, rental, subscription, service desk or other similar revenue-generating services to third parties. 1.2.5.Except as permitted by law, Customer agrees not to cause or permit reverse engineering, disassembly or reverse compilation (including reverse compilation to ensure interoperability) of the Cloud Products or otherwise attempt to discern the source code of the Cloud Products. If required by law, myprm will make available to the Customer information reasonably necessary to ensure the interoperability of the Product with other products of the Customer, upon written request of the Customer identifying the relevant details of the products with which interoperability is requested and the necessary information. 1.2.6.Notwithstanding the use of the terms "Purchase" in this Agreement or elsewhere, myprm and its customers retain all title, copyright, trade secret, patent, trademark and other proprietary rights in the Cloud Products and any modifications, enhancements and other derivative works of the Cloud Products. Customer does not acquire any rights, express or implied, in the Cloud Products, other than those specified in this Agreement. 1.2.7.During the life of the cloud, myprm may provide the customer with limited production products as an accommodation to the customer. These limited production products are not suitable and should not be used for production use. myprm does not guarantee products with limited production. Limited production products are distributed "AS IS". 1.2.8.Transfer and assignment Customer may not assign this Agreement or transfer any rights or liabilities to any third party (i.e., a separate legal entity from Customer) without myprm's prior written consent (consent not unduly withheld), and any attempt will be void. Notwithstanding the foregoing, consent to subpoena will not be required for an assignment, or transfer made to an entity that is not a direct competitor of myprm that acquires substantially all of the Customer's shares, assets or business. Any assignment shall be subject to all other provisions of the Agreement. The provisions of this Agreement shall be binding upon and benefit the parties, their successors and permitted assigns. 2. CLOUD AND SUPPORT SERVICES 2.1. Services Cloud 2.1.1.If Customer has purchased and paid for Cloud Services for the Cloud Products as set forth in the Purchase Order, myprm will provide Cloud Services for such Cloud Products subject to the terms and conditions contained herein and specified in the Documentation. myprm may select qualified subcontractors to perform Cloud Services or assign the performance of Cloud Services to any of myprm's subsidiaries or affiliates. 2.1.2.Passwords. myprm shall provide password-protected Internet access that is compatible with applicable usage limitations, maintenance,