Within this document, the terms “we”, “us”, “our” and “ourselves” refers to the Supplier defined in the Order Form and “you”, “your” and “yourselves” refers to the Customer defined in the Order Form.

1. User Reporting Terms
   Usage Report. You will provide us with a usage report (“Usage Report”) every six (6) months from the Effective Date (“Report Period”) listing:
   1. the names and job titles of all the Users of the Licensed Software during the Report Period; and
   2. all public or private cloud computing infrastructure instances or any on-premises instances on which such Licensed Software was installed during the Report Period including relevant Named Host, Virtual Machines, Docker, Kubernetes Orchestration and/or Clusters.

Each Usage Report must be provided to us within 15 days of the end of the applicable Report Period. You will provide any additional information or technical reports we reasonably request to verify the Usage Report.

Where you have purchased Managed Services, you will grant us such access as is necessary to allow us to generate the named User Reports and information set out above.

Completed reports should be sent to: [email protected].

2. User Definition
   A User is defined in the KX Terms and Conditions https://kx.com/legal/terms-and-conditions-v4/ as an identifiable individual, not necessarily named at the time of a license grant, designated by you as a named User of the Licensed Software, regardless of whether or not the individual is actively using the Licensed Software at any given time. An individual shall only be designated as a User on the earlier of a) the date they are authorized by you to access the Licensed Software or b) the date they first use the Licensed Software.

3. User Transfer or Termination
   (i) User transfer. A User license may not be transferred to another individual without our prior written consent, except where a current User has been terminated.
   (ii) User termination and reassignment. If a User ceases employment or otherwise leaves your organization, you shall immediately revoke their access to the Licensed Software. You may reassign that User license to a new individual within 15 days of such termination. The name and job title of the new User must be included in the next Usage Report. You are responsible for ensuring that the total number of active Users does not exceed the number of User licenses purchased under your agreement with us.

4. Usage Review Policy
   In the event that a Usage Report reveals that your number of Users exceeds the level for which you are licensed, you will be charged for the additional Users with effect from the end of the relevant Report Period to the end of the Initial Subscription Term or Renewal Subscription Term (as applicable) using the rates specified in the Order Form. If you consistently exceed your licensed number of Users then we reserve the right to charge you for the additional number of Users from the commencement of the relevant Report Period. This does not affect our other rights, including audit rights under the agreement.