If Numerix has agreed to provide the Customer with access to the PolyPaths Software pursuant to this Agreement, then the PolyPaths Software is provided subject to the following additional terms set out in these PolyPaths Legal Terms. In the event of a conflict or inconsistency between the terms of this PolyPaths Legal Terms and the terms of the Agreement, the terms of this PolyPaths Legal Terms shall prevail.

  1. Definitions

The following definitions used in this Exhibit shall have the corresponding meanings ascribed below:

"Desktop Component" means the component of the PolyPaths Software installed on desktop computers for use by End Users.

"Distributed Processing Component" means the component of the PolyPaths Software for performing distributed processing operations.

"End User" means an authorized employee of Customer that uses the PolyPaths Software and includes Support Personnel.

"Enterprise Component" means the Distributed Processing Component of the PolyPaths Software together with the proprietary database component for the PolyPaths Software.

"Licensed Purpose" means the Customer's pre- and post-trade analytics of mortgage-backed securities.

"Customer Provided Software & Data" means the specific data, software or models provided by Customer, or licensed or otherwise acquired from third parties, by Customer, in connection with Customer's use of the PolyPaths Software, including without limitation any third party data, models or modeling software whether incorporated or accessed as source code, object code, data objects, dynamic link libraries or through other methods, whether or not such data, software or models are directly or indirectly incorporated into or linked to the PolyPaths Software. For avoidance of doubt, data, software and models provided by Bloomberg, Intex and Chasen, and pre-payment models (such as those provided by Andrew Davidson or Applied Financial), are Customer Provided Software & Data.

"Minimum Configuration Requirement" means the minimum hardware platform and operating system which Customer must supply to use the PolyPaths Software, as set forth in the Specifications.

"Permitted Contractor" means a consultant or contractor of Customer that (i) is expressly and specifically agreed to in writing by Numerix prior to access to the PolyPaths Software or Documentation by such consultants or contractors and (ii) agrees in writing to perform their services in accordance with the terms and conditions of the Agreement, including use of the PolyPaths Software solely for the benefit of the Customer and compliance with confidentiality obligations substantially the same as those contained herein.

"PolyPaths Software" means the software system, under­ly­ing algo­rithms and functions, and Documentation developed by Numerix to provide the functionality set forth in Appendix 1 to this Exhibit licensed to Customer hereunder, including the initial version of the PolyPaths Software provided to Customer, any patches, updates or new releases thereof provided, any customized or other software provided, and any other software provided, either under the Agreement or under any nondisclosure agreement prior to the execution of the Agreement. "PolyPaths Software" includes third party software, other than Customer Provided Software & Data, embedded into the general PolyPaths Software offering by Numerix.

"Specifications" means the functionality of the PolyPaths Software as it is to be delivered under the Product Schedule, and comprised of the features listed in the following URL: https://nation.numerix.com/s/support-home/trust-center/software-requirements/PolyPaths-software-requirements and any additional written PolyPaths Software descriptions that the Parties have mutually agreed in writing constitute "Specifications."

  1. PolyPaths Software Requirements

The Customer is responsible for providing all hardware, operating systems and other software required for use of the PolyPaths Software, including all Minimum Configuration Requirements. Customer represents and warrants that it owns or has secured all licenses and all other rights, consents and approvals necessary to use such hardware, operating Software and other software, in connection with the PolyPaths Software.

The Customer is responsible for providing all Customer Provided Software & Data, and for securing any licenses and other rights required from third parties to provide such Customer Provided Software & Data to Numerix and/or to use such data in connection with the PolyPaths Software. Customer represents and warrants that it owns or has secured all licenses and all other rights, consents and approvals necessary to use such Customer Provided Software & Data in connection with the PolyPaths Software.

Customer shall be responsible for installation of the PolyPaths Software. Any installation assistance required by Customer can be provided on a time and materials basis at Numerix’s standard rates. To the maximum extent permitted by law, under no circumstances shall Numerix be liable for any disruptions, problems, losses or damages caused by such installation efforts.

Any Customer training required for the PolyPaths Software, will be mutually agreed and provided at Numerix’s standard rates as set forth in the applicable Product Schedule.

  1. Support for PolyPaths Software

Numerix will provide Customer with Support in accordance with the Support Agreement on  https://nation.numerix.com/s/support-home/trust-center/support-services

  1. License and End Users

The license granted by Numerix to the Customer during the license term under clause 2(a) of the Agreement shall be subject to the following further restrictions:

The Customer may only access the PolyPaths Software (including the Distributed Processing Component and Enterprise Component) by End Users solely at the Customer’s principal place of business and solely for the Licensed Purpose; and

The Customer shall give written notice of Numerix's sole ownership of the PolyPaths Software to all End Users and to all Support Personnel that have access to the PolyPaths Software

The Customer shall not sub-license, outsource or otherwise distribute or transfer the PolyPaths Software to any other person (except as expressly prior approved in writing by Numerix).

The number of End Users and calculation processor cores permitted to use the PolyPaths Software granted by the Agreement applies to any End Users that use the PolyPaths Software and the number of calculation processor cores that are used in connection with the PolyPaths Software, respectively. For the avoidance of doubt, it is not intended to identify the number of concurrent users or concurrent processor cores permitted. In determining the number of calculation processor cores in use, computers containing “dual processor” or other “multi-processor” configurations are deemed to include the number of processor cores in such configuration, and not a single processor. As an illustration of this, a computer with dual processors, each of which is a “dual core” processor, shall count as four calculation processor cores.

Solely with respect to the Enterprise Component for PolyPaths Software, the Customer may make copies of such Enterprise Components to operate the calculation processor cores for which the License Fee has been paid, and the Customer may make two copies of the Desktop Component and Enterprise Component for back-up and archival purposes. 

  1. Fees

The Fees do not include the Customer's costs for any Customer Provided Software & Data and any other database licensing costs that Customer may decide to use alongside the PolyPaths Software.