END-USER SOFTWARE LICENCE AGREEMENT 

IMPORTANT: PLEASE READ CAREFULLY

THIS END-USER SOFTWARE LICENCE AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (AS HEREINAFTER DEFINED) AND PROYA (AS HEREINAFTER DEFINED). IT CONTAINS IMPORTANT TERMS AND CONDITIONS RELATING TO MATTERS SUCH AS PROPRIETARY RIGHTS, INDEMNITIES, AND LIABILITY.

THE PROYA SOFTWARE PRODUCT IN WHICH THIS AGREEMENT IS EMBEDDED, AND/OR TO WHICH IT RELATES TO, TOGETHER WITH RELATED ELECTRONIC AND PRINTED DOCUMENTATION ARE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS AND INTERNATIONAL TREATIES. UNAUTHORIZED USE, REPRODUCTION, DISPLAY, MODIFICATION, AND DISTRIBUTION OF THE SOFTWARE/ DOCUMENTATION, OR ANY PORTION THEREOF, MAY RESULT IN CIVIL AND CRIMINAL LIABILITY, AND WILL BE PROSECUTED TO THE FULLEST EXTENT PERMITTED BY LAW.

YOU ARE ONLY ENTITLED TO USE THE SOFTWARE AND DOCUMENTATION UNDER THE TERMS AND CONDITIONS OF THIS END-USER SOFTWARE LICENCE AGREEMENT.

YOU SHALL BE RESPONSIBLE FOR USING YOUR OWN TEST DATA TO SATISFY YOURSELF OF THE QUALITY OF THE RESULTS AND OPERATION OF THE SOFTWARE, PRIOR TO COMMENCING USE OF THE SOFTWARE. PROYA SHALL NOT BE LIABLE FOR NETWORK TRANSMISSIONS OF SOFTWARE THAT FAIL IN PART OR IN WHOLE, ARE LOST, OR ARE OTHERWISE COMPROMISED.

BY CLICKING THE "I ACCEPT" BUTTON, YOU ACKNOWLEDGE AND AFFIRM THAT:

(I) YOU HAVE READ AND UNDERSTOOD THE END-USER SOFTWARE LICENCE AGREEMENT (“EULA”), AVAILABLE AT https://proyatech.com/en/menu-licensing/eula,

(II) THE EULA CONTAINS IMPORTANT OBLIGATIONS AND RESTRICTIONS ON USE OF THE SOFTWARE AND DOCUMENTATION,

(III) YOU ARE AN AUTHORIZED USER OF THIS SOFTWARE AND DOCUMENTATION,

(IV) YOUR INSTALLATION OF THE SOFTWARE IS LEGAL AND PERMITTED UNDER THE EULA,

(V) YOU HAVE READ AND UNDERSTOOD PROYA’S PRIVACY POLICY, AVAILABLE AT https://proyatech.com/en/menu-licensing/proya-privacy-policy, INCLUDING ITS PROVISIONS RELATING TO THE PROCESSING OF PERSONAL DATA BY PROYA, AND

(VI) PROYA’S PRIVACY POLICY IS AN INTEGRAL PART OF THE EULA,

FURTHER, BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE, ACCEPT AND CONSENT TO:

(I) THE TERMS AND CONDITIONS OF THE EULA, AND

(II) THE TERMS AND CONDITIONS OF PROYA’S PRIVACY POLICY INCLUDING ITS PROVISIONS RELATING TO THE PROCESSING OF PERSONAL DATA BY PROYA.

IF YOU DO NOT AGREE WITH ALL THESE TERMS AND CONDITIONS, YOU ARE NOT PERMITTED TO INSTALL OR USE THIS SOFTWARE OR THE DOCUMENTATION, AND YOU MUST CLICK THE "CANCEL" BUTTON.

1. DEFINITIONS
   1. The following expressions shall have the meanings ascribed to them below, unless the context requires otherwise:
      1. “Authorised Reseller” means an entity appointed as an authorised reseller of Proya with authority to sell Software and Documentation Licences, Maintenance Packages, and Training Packages and to provide Support, all within the Territory.
      2. “Documentation” means the end-user and other documentation relating to the Software that may be made available to You by Proya whether in printed, online and/or electronic form. Proya may, at its discretion, modify the Documentation to remove inaccuracies in the Documentation or describes changes, modifications or improvements made to the Software.
      3. “Error” means an error or defect due to which the Software does not materially operate in accordance with the Documentation, as confirmed by Proya.
      4. “EULA” means this End-User Software Licence Agreement between You and Proya.
      5. “Licence” means the limited licence, granted to You by Proya, to use the Software and Documentation in accordance with the terms and conditions of this EULA.
      6. “Licence Fees” mean the amount(s) specified in the Purchase Order and payable by You in consideration of the grant of the Licence.
      7. “Licence Key” means a technical solution (e.g. entitlement code and/or digital identity and/or hardware or a combination of all) that is required to enable You to access the Software.
      8. “Licence Parameters” means the number of Licences, Licence Type, Territory and Licence Term, all as defined in this EULA, and as specified in the Purchase Order.
      9. “Licence Term” means the duration of validity of the Licence as specified in the Purchase Order.
      10. “Licence Type” means the type of the Licence, as further defined in Clause 2.
      11. “Maintenance” means the efforts invested by Proya to revise and add functionality to the Software, which may or be a result of customer feedback and/or customer reported difficulties in working with the current version/release of the Software or which may result from Proya’s remediation effort on a reported Error or otherwise. Maintenance includes, subject to due payment and the terms of the EULA, the entitlement of a customer to receive Updates for the duration of the Maintenance Package Term, to the extent that Proya makes such Updates generally commercially available.
      12. “Maintenance Package” means the bundle of services relating to Software that may be purchased by You as set out in the Purchase Order.
      13. “Maintenance Package Fee” means the fee payable by You in relation to a Maintenance Package as set out in the Purchase Order.
      14. “Maintenance Package Term” means the duration during which You will be entitled to receive Maintenance and Support as set out in the Purchase Order.
      15. “Proya” means Proya Yazılım ve Ticaret A.Ş., a company incorporated and existing in Turkey.
      16. “Purchase Order” means the purchase order (whether given to Proya directly or to an Authorised Reseller), after approval of the same by Proya at its discretion, specifying, inter alia, (i) Your Licence Parameters, (ii) Your Maintenance Packages, (iii) Your Training Packages, and/or (iv) additional terms and conditions that apply to You.
      17. “Software” means the Proya “COMOSYS” software product in object code form, or any part thereof, and any Updates that may be licensed to You by Proya during the Maintenance Package Term subject to the EULA and payment of the applicable Maintenance Package Fee.
      18. “Support” means the support services and efforts invested by Proya and/or an Authorised Reseller, as applicable, in direct response to a customer reported Error.
      19. “Territory” means the country/territory within which You purchased a Licence or were provided a Licence on a free-of-charge basis, either from Proya or from an Authorised Reseller in accordance with this EULA. The Territory is the only country/territory in which you are licensed to use the Software and Documentation. Subject to payment of the applicable fee you may convert a Licence limited to a Territory to a worldwide Licence in accordance with this EULA.
      20. “Training” means the imparting of practical information relating to the general or specific use of the Software. Training includes training through printed or electronic information and training by a person either physically or through a web interface.
      21. “Training Package” means Training services and/or Training Material that may be purchased by You as set out in the Purchase Order.
      22. “Training Package Fee” means the fee payable by you to with respect to a Training Package.
      23. “Training Material” means printed or electronic information used for Training purposes relating to the then-current commercially released version of the Software.
      24. “Training Material Licence” means the limited licence granted to use the Training Material, subject to payment of the applicable Training Package Fee.
      25. “Update” means, in relation to the Software, any and all bug fixes, patches, updates, subsequent versions, or other improvements or enhancements that may be provided to You by Proya subject to the terms and conditions of this EULA and payment of applicable fees.
      26. “You/Your/Yours” means the entity/person acquiring a Licence, being you as an individual or the business entity you represent, as specified in the Purchase Order.

2. TYPES OF SOFTWARE AND DOCUMENTATION LICENCES
   1. The Licence Type for Your Licence to the Software and Documentation and the Licence Term, and the commercial terms of Your purchase are specified in the Purchase Order, which Purchase Order may also specify additional terms and conditions applicable to Your Licence to the Software and Documentation.
   2. All Licence Types, as specified in this Clause 2.2, are so-called floating licences, which means that You must acquire one (1) Licence per each User that concurrently uses the Software to connect to Proya’s Software server.
      1. Commercial/Enterprise Licence
         1. Use of Software and Documentation: within the Territory for Your commercial purposes.
         2. Licence Term: for the duration specified in the Purchase Order.
         3. Users: You, and/or Your employees, as applicable.
      2. Educational/University Licence
         1. Use of Software and Documentation: for Your educational purposes only within the Territory. Use for commercial purposes is explicitly excluded.
         2. Licence Term: for the duration specified in the Purchase Order.
         3. Users: You and/or Your enrolled students, as applicable.
         4. Limited functionality to ensure educational use only. Some commands mentioned in the Documentation may not be available.
         5. No Maintenance or Support offered or available.
      3. Demo Licence
         1. Use of Software and Documentation: only for purposes of technical or commercial evaluation or demonstration only by You within the Territory. Use for commercial purposes is explicitly excluded;
         2. Licence Term: Fourteen (14) calendar days.
         3. Users: You and/or Your employees, as applicable.
         4. Limited functionality, for demonstration purposes only. Some commands mentioned in the Documentation may not be available.
         5. No Maintenance or Support offered or available.
      4. Conversion of Licence
         1. Territory-limited Commercial Licences may be converted to worldwide Commercial Licences by payment of the applicable fee and subject to the terms and conditions of this EULA. Enterprise licences are worldwide licences.
         2. If a territory-limited Licence is converted to a worldwide licence the term of the new licence and the Maintenance and Support for it shall run for the balance of the term of the original licence, Maintenance and Support.

3. GRANT OF LICENCE
   1. Software and Documentation are licensed, not sold. Subject to the applicable Licence Parameters, full payment, and Your compliance with the terms of this EULA and the Purchase Order, Proya hereby grants You, for your internal purposes only, a non-exclusive, non-assignable, non-transferable and non-sublicensable licence (“Licence”), to, within the Territory, (i) use the Documentation, and, (ii) to download, install and use, display and run the Software on a computer, including a workstation, terminal or other digital electronic device ("Equipment"), that fulfils the minimum configuration requirements set forth in the Documentation.
   2. This EULA supersedes all prior licence agreements between the Parties pertaining to current or prior versions of the Software and Documentation and any terms or conditions in any such prior agreement, currently in force and effect, which are inconsistent with the terms or conditions of this EULA are hereby specifically agreed to be modified and conformed to this EULA. This EULA may be modified at any time by PROYA in its discretion, and will apply to You upon general or specific notification or publication. Your use of the Software and/or Documentation after such notification or publication will be an acceptance by You of the modified EULA.
   3. The Software, Documentation and Training Material, and any and all patents, copyright and other intellectual property rights therein, whether registered or not, shall remain the property of Proya and its licensors, as applicable. All service marks / trade marks of Proya (including without limitation, Comosys, Vimasys, IntelliConnect, IntelliClone, Cloud Fusion, IntelliClash, IntelliStick, One Click Design, IntelliMesh, Tracer Rebar), including the PROYA corporate logo, any PROYA reseller program logo(s), etc whether registered or not, shall remain the property of Proya and its licensors, as applicable. You have no right or licence whatsoever in relation to any of these intellectual property rights except as specifically provided in the EULA.
   4. The Software and Documentation contains valuable trade secrets and confidential information of Proya and/or its licensors, and You shall not, and any employee to whom You have granted access to the Software does not: (i) disclose any part of the Software and Documentation to any third party, or (ii) allow any third party to use the Software and Documentation, or (iii) allow any copies of the Software and Documentation to leave Your possession or control.
   5. You shall be entitled to make a reasonable number of backup copies of the Software and Documentation for archival purposes only. Any such copy shall in all respects be subject to this EULA and shall be deemed to form a part of the Software and Documentation.
   6. You shall ensure that any copy of the Software and Documentation made pursuant to Clause 3.5 includes original markings of Proya's ownership of intellectual property rights (including copyright notices and the like) and statements that the Software and Documentation contains information confidential to Proya. You shall comply with any directions of Proya concerning the form and content of such markings and notices.
   7. You shall not:
      1. copy the whole or any part of the Software and Documentation, save to the extent permitted by Clause 3.5;
      2. modify, enhance or merge the whole or any part of the Software and Documentation with any other software or documentation;
      3. assign, transfer, distribute, sell, lease, rent, sublicense, charge or otherwise deal in or encumber the Software and Documentation, nor make available the same to any third party, nor use the Software and Documentation to provide service bureau or similar services to any third party;
      4. adapt, translate, reverse engineer, decompile or disassemble the whole or any part of the Software, or to access the source code of the Software;
      5. enable use of the Software and Documentation by duplication through virtualization or comparable technology in a manner that would exceed the number of licences purchased by You;
      6. use the Software and Documentation to develop other software, except programmed components or executables for Your own use which interact with the Software’s Open API (“Applications”).
      7. develop Applications for third parties.
      8. register or attempt to register, whether directly or indirectly, any trademarks, trade names, logotypes or other symbols of Proya, or any confusingly similar marks, names or symbols, nor any Internet domain names containing any such trademarks, trade names or symbols.
   8. Risk in the Software and Documentation media and Licence key(s) (if any) shall pass to You on delivery. In the event that the Software and Documentation media, or any Equipment upon which the Software is installed, is lost or stolen, You shall notify Proya thereof without undue delay, and Your Licence to use the Software and Documentation, whether by way of backup copies or otherwise, shall be suspended until delivery of a replacement Licence Key (if any) in respect thereof.
   9. When disposing of Equipment in any manner whatsoever, You shall uninstall and remove the Software and Documentation from such Equipment prior to disposal, and take all other steps necessary to prevent the Software and Documentation or any part thereof from coming into the possession of any third parties. A failure to do so shall be deemed to constitute breach of this EULA.
   10. You shall promptly notify Proya if You become aware of (i) any breach of confidentiality obligations regarding the Software and Documentation, or (ii) any infringement (whether actual or alleged) of Proya's intellectual property rights in the Software and Documentation, or (iii) any unauthorised use of the Software and Documentation by any person, and provide reasonable assistance to Proya in connection with any suit or proceeding relating to such events.
4. AUDIT RIGHTS
   1. Proya may at any time conduct, or appoint an external auditor to audit Your compliance with the terms of this EULA (“Audit”). Proya shall provide no less than five (5) days’ advance notice of such Audit, except where the Audit is conducted electronically in accordance with Clause 4.3 below.
   2. In connection with the Audit, You shall grant reasonable assistance and cooperation and such access to premises, systems and materials as necessary to determine Your compliance with this EULA.
   3. Without prejudice to the foregoing, the Audit may also be conducted electronically utilizing the audit functionality of the Software, designed to enable Proya to automatically monitor that the use of the Software complies with the terms of the Licence, and to detect and notify Proya of installations and use of unlicensed or otherwise infringing copies of the Software. You expressly agree and consent to such monitoring and reporting to Proya.
   4. If the Audit results determine that You are not in compliance with the terms of the Licence, You shall immediately remedy such non-compliance, whether through purchase and payment for additional Licences, or otherwise, and, without prejudice to any rights or remedies that may be available to the Proya, compensate Proya for reasonable costs of the Audit.
   5. You shall keep accurate accounts, documents and records in sufficient detail to enable Proya to effectively exercise its rights under this Clause 4.
5. INTELLECTUAL PROPERTY INFRINGEMENTS
   1. In the event that Your use of the Software and Documentation in accordance with this EULA infringes or is alleged to infringe a third party's intellectual property rights, Proya may, at its sole option and expense, either:
      1. procure for You the right to continue using the Software and Documentation; or
      2. replace the infringing Software and Documentation or part thereof with functionally equivalent software and documentation; or
      3. terminate this EULA and the Licence, and refund to You the Licence fee or balance thereof relating to the whole or the infringing part of the Software and Documentation.
   2. The foregoing Clause 5.1 sets forth Proya’s sole obligations and Your sole and exclusive remedies in respect of any actual or alleged infringement of third party intellectual property rights arising out of any use of the Software and Documentation.
6. TERMINATION
   1. This EULA enters into force when You either click the “I accept” button or indicate otherwise that You have read and agree to be bound by this EULA, and will remain in force until expiry of Your Licence Term, unless terminated earlier in accordance with Clause 5 or this Clause 6.
   2. Either Proya or You may terminate with immediate effect this EULA and the Licence granted hereunder if:
      1. the other party is in material breach of any of its obligations and fails to remedy the same within thirty (30) days of written notice requiring such remedy; or
      2. the other party (i) goes into liquidation, or (ii) any proceeding is instituted seeking to adjudicate the other Party as bankrupt or insolvent, or (iii) has a receiver appointed in respect of any of its assets, or (iv) if the other party is a partnership, if any of the partners in the partnership is adjudicated bankrupt or executes an assignment for the benefit of his/its or their creditors or otherwise compounded with his/its or their creditors, or (v) becomes subject to any similar act or process in any other jurisdiction, or (vi) becomes generally unable to pay its debts as and when they fall due.
   3. Unauthorized use of the Software and/or Documentation in breach of the terms of the Licence pursuant to this EULA shall always be deemed to constitute material breach of this EULA, and shall entitle Proya to terminate this EULA and the Licence granted hereunder with immediate effect.
   4. Termination of this EULA shall be without prejudice to a party's accrued rights or other remedies available to a party. Following termination of this EULA, You shall forthwith return to Proya the Software and the Documentation, and all copies thereof, or delete the same and certify such deletion to Proya in writing.
   5. Termination of this EULA shall not affect the validity of any provision of this EULA which is expressly or by implication intended to remain in force after such termination.
7. EXCLUSION AND LIMITATION OF LIABILITY
   1. The Software and Documentation is provided on an “as is” basis without warranty of any kind. Proya does not warrant, guarantee or make any representations regarding the functionality of the Software and Documentation, any results obtained by the use of the Software and Documentation and any software support provided by Proya and Authorised Resellers in terms of correctness, accuracy, reliability, usefulness, or otherwise. You are solely responsible for the selection of the Software and Documentation, for the installation of, use of, and results obtained from the Software and Documentation and software support received. Also excluded is any implied warranty by Proya, such as merchantability, non-infringement and fitness for a particular purpose.
   2. IN PARTICULAR, PROYA DOES NOT WARRANT THAT THE SOFTWARE AND DOCUMENTATION WILL:
      1. BE SUITABLE FOR THE USE INTENDED BY YOU;
      2. OPERATE IN AN UNINTERRUPTED OR ERROR FREE MANNER, OR THAT PROYA OR ANY THIRD PARTY WILL CORRECT ANY ERRORS, OR RESOLVE ANY SUPPORT REQUESTS RELATING TO THE SOFTWARE AND DOCUMENTATION;
      3. INTERACT WITH SOFTWARE PRODUCTS OTHER THAN THOSE SPECIFIED IN THE DOCUMENTATION; OR
      4. OPERATE WITH HARDWARE OR HARDWARE CONFIGURATIONS OTHER THAN MEETING THE MINIMUM REQUIREMENTS SET FORTH IN THE DOCUMENTATION.
   3. PROYA SHALL NOT BE LIABLE FOR ANY ERRORS CAUSED BY OR RESULTING FROM (I) EQUIPMENT, (II) NON-COMPLIANCE WITH USE REQUIREMENTS SET FORTH IN THE DOCUMENTATION OR OTHER INCORRECT USE OF THE SOFTWARE, (III) ANY MODIFICATION OF SOFTWARE BY YOU OR ANY THIRD PARTY, AND (IV) ANY OTHER ACTS OR OMISSION BY YOU OR A THIRD PARTY.
   4. PROYA DISCLAIMS ALL LIABILITY IN RESPECT OF ANY LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF PRODUCTION, LOSS OF DATA OR LOSS OF USE, AND ANY TYPE OF INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL LOSS AND DAMAGES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY OR STRICT LIABILITY, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY, EXISTENCE OR NATURE OF SUCH DAMAGES.
   5. NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED HEREIN, THE MAXIMUM MONETARY LIABILITY OF PROYA UNDER THIS EULA SHALL BE LIMITED TO, AND SHALL NOT EXCEED, THE AGGREGATE AMOUNT OF THE LICENCE FEES ACTUALLY PAID BY YOU UNDER YOUR CURRENT LICENCE.
   6. THIS CLAUSE 7 SHALL SURVIVE THE EXPIRY OR TERMINATION OF THIS EULA FOR ANY REASON.
   7. No services offered by Proya are available without proof of purchase or product registration from an authorized source.
8. GENERAL
   1. You shall:
      1. Ensure that the persons operating or supervising the operation of Software are adequately qualified persons;
      2. Verify and test that the results of any calculations including, without limitation, any and all items designed by using the Software and Documentation and data processing carried out by the Software and Documentation are correct and accurate, and that they are verified as correct by an appropriately qualified person or, where appropriate, a qualified civil/structural engineer.
   2. You undertake not to use Proya, COMOSYS or any other trademarks or service marks of Proya, whether registered or unregistered, or any part thereof, whether alone or in combination with any other mark or device or any marks confusingly similar thereto, except with the express prior authority of Proya and in accordance with Proya’s instructions.
   3. This EULA will be interpreted, construed and governed exclusively in accordance with the laws of the Republic of Turkey, without reference to its choice of law rules. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. Any dispute, controversy or claim arising out of or relating to the Proya Terms and Conditions of Sale of Software and Services, or the breach, termination or validity thereof, shall be exclusively settled by a court of competent jurisdiction in Ankara, Turkey. In case You consider this EULA or any provision of this EULA to be invalid or unenforceable due to mandatory provisions of applicable law, You shall inform Proya thereof forthwith.
   4. If any provision of this EULA shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any other provisions of this EULA and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute any invalid or unenforceable provision referred to above with a valid or enforceable provision which achieves the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision. If the parties are unable to agree upon substitute provision(s) referred to above, and the invalid or unenforceable provision(s) deprive(s) either Party from a substantial benefit originally envisaged by it, the affected Party has the right to terminate this EULA.
   5. This EULA or any of Your rights and obligations hereunder are not capable of assignment, transfer, license or sublicense.
   6. Neither party shall be liable for any delay in or failure to perform obligations if that delay or failure is caused by circumstances beyond such party’s control, including, without limitation, fires, strikes, insurrection, riots, embargoes, inability to obtain supplies, or regulations of any civil or military authority.
   7. The waiver by either party of a breach or default of any of the provisions of this EULA shall not be construed as a waiver of any subsequent breach or default in respect of such provisions, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
   8. You shall keep confidential all information (whether written or oral) concerning the business and affairs of Proya that You have obtained or received as a result of entering into this EULA (“Confidential Information”), and You may only disclose Confidential Information to Your employees on a strict need-to-know basis. You shall not disclose Confidential Information to any third party. The foregoing obligation shall not apply in respect of Confidential Information that is:
      1. already in Your possession other than as a result of a breach of this Clause 8.9; or
      2. in the public domain other than as a result of a breach of this Clause 8.9.
   9. Notwithstanding the foregoing, You shall be entitled to disclose Confidential Information, where such disclosure is required pursuant to law, decree or order issued by competent authorities, or juridical order provided that You shall (i) only disclose such portion of the Confidential Information that is so required, (ii) inform the recipient of the Confidential Information that the information released is confidential and, where applicable, use reasonable endeavours to ensure that the information is kept confidential by such recipient, and (iii) promptly notify Proya of such release of Confidential Information, specifying the information disclosed, the recipient of the information, and the circumstances giving rise to the duty to disclose it.
   10. You shall take such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 8.9 by Your employees.