END USER LICENSE AGREEMENT
for
Outseer Fraud Manager On-Premise Software*** IMPORTANT INFORMATION – PLEASE READ CAREFULLY ***This Software contains computer programs and other proprietary material and information, the useof which is subject to and expressly conditioned upon acceptance of this License Agreement (the“Agreement”).
This Agreement is a legally binding document between you (meaning the individual person or theentity that the individual represents that has obtained the Software for its internal productive use
and not for outright resale) (the “Customer”) and RSA (which means (i) RSA Security LLC (“RSA”),
if Customer is located in the United States, Mexico or South America; (ii) the local RSA sales
subsidiary, if Customer is located outside the United States, Mexico or South America and in acountry in which RSA has a local sales subsidiary; and (iii) RSA Security & Risk Ireland Limited, if
Customer is located outside United States, Mexico or South America and in a country in which RSA
does not have a local sales subsidiary). Unless RSA agrees otherwise in writing, this Agreement
governs Customer's use of the Software, except to the extent all or any portion of the Software is:(a) the subject of a separate written agreement set forth in a quotation issued by RSA; or(b) referenced in the quote issued by an RSA authorized channel partner and conditions. Capitalized
terms have meaning stated in the Agreement.
By clicking on the “Agree” or “Accept” or similar button at the end of this Agreement, or proceedingwith the installation, downloading, use or reproduction of this Software, or authorizing any otherperson to do so, you are representing to RSA that you are (i) authorized to bind the Customer; and(ii) agreeing on behalf of the Customer that the terms of this Agreement shall govern therelationship of the parties with regard to the subject matter in this Agreement and are waiving any
rights, to the maximum extent permitted by applicable law, to any claim anywhere in the worldconcerning the enforceability or validity of this Agreement.
If you do not have authority to agree to the terms of this Agreement on behalf of the Customer, or
do not accept the terms of this Agreement on behalf of the Customer, click on the “Cancel” or“Decline” or other similar button at the end of this Agreement and/or immediately cease any further
attempt to install, download or use this Software for any purpose, and remove any partial or fullcopies made from this Software.
1. DEFINITIONS.
A.
“Affiliate” means a legal entity that is controlled by, controls, or is under common “control” of RSA or Customer.
“Control” means more than 50% of the voting power or ownership interests.
B.
“Confidential Information” means and includes the terms of this Agreement and Software and all confidential
and proprietary information of RSA or Customer, including without limitation, all business plans, product plans, financial
information, software, designs, and technical, business and financial data of any nature whatsoever, provided that suchinformation is marked or designated in writing as “confidential,” “proprietary,” or any other similar term or designation.
Confidential Information does not include information that is (i) rightfully in the receiving party’s possession withoutobligation of confidentiality prior to receipt from the disclosing party, (ii) a matter of public knowledge through no faultof the receiving party, (iii) rightfully furnished to the receiving party by a third party without restriction on disclosure oruse; or (iv) independently developed by the receiving party without use of or reference to the disclosing party's
Confidential Information.
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C.
“Channel Partner” means a reseller, integrator, service provider, independent software vendor, value-added
reseller, OEM or other partner that is authorized by RSA to license Software to end users. The term shall also refer toany third party duly authorized by Channel Partner to license Software to end users.
D.
“Documentation” means the then-current, generally available, written user manuals and online help and guides
for Software provided by RSA.
E.
“Quote(s)” means one or more documents issued by RSA specifying the Software that Customer seeks toobtain from RSA, the related pricing and sufficient other information to complete the transaction. Each Quote shallincorporate this Agreement by reference.
F.
“Software” means the RSA software product which requires acceptance of this Agreement, and any copies
made by or on behalf of Customer and all Documentation for the foregoing.
2.
ORDERING, PRICING AND PAYMENT.
A Schedule or Quote will be deemed accepted by Customer when Customer places an order by signing a Quote andreturning it to RSA. This Agreement the Schedule and/or Quote shall control in the event that there are different or
additional terms set forth in any purchase order submitted by Customer. RSA will issue an invoice upon Delivery of the
Software. Such invoice will reflect the price for such Software as set forth on the Quote. Fees for maintenance services
shall be payable annually, in advance. Customer shall pay RSA the price stated on the invoice and also pay or
reimburse RSA for all related taxes or withholdings, except for those taxes based on RSA’s net income. If Customer isrequired to withhold taxes, then Customer will forward any withholding receipts to RSA. All amounts are due in US
currency and in full thirty (30) days after the date of RSA's invoice, with interest accruing thereafter at the lesser of
1.5% per month or the highest lawful rate.
3.
DELIVERY AND INSTALLATION.
A.
Delivery. Software may be provided by (i) delivery of physical media (risk of loss shall transfer to Customer
upon RSA’s delivery to a carrier at RSA’s designated point of shipment); or (ii) when Software is made available to
Customer through electronic file transfer (where available from RSA) (collectively, “Delivery”).
B.
Installation and Acceptance. Software licensing fees do not include installation. Acceptance that Software
operates in substantial conformity to the Documentation occurs upon Delivery. Notwithstanding such acceptance,
Customer retains all rights and remedies set forth in Section 5 (WARRANTY AND DISCLAIMER) below.
4.
LICENSE TERMS.
A.
General License Grant. Subject to Customer’s compliance with this Agreement and payment of all license
fees, RSA grants to Customer a nonexclusive and nontransferable (except as otherwise permitted herein) license (withno right to sublicense) to use (i) Software for Customer’s internal business purposes; and (ii) the Documentation for the
purpose of supporting Customer’s use of Software. The duration of the Licenses granted to Customer is indicated in
the quote from RSA or Channel Partner and shall commence on Delivery. Documentation is licensed solely for purposesof supporting Customer’s use of Software as permitted in this Section. To the extent applicable, Customer may berequired to follow RSA’s then current product registration process, if any, to obtain and input an authorization key orlicense file.
B.
License Restrictions. All Software licenses granted herein are for use of object code only. Customer ispermitted 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 RSA's prior written consent (i) use Software in a service
bureau, application service provider or similar capacity; or (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) makeavailable Software in any form to anyone other than Customer’s employees or contractors; or (iv) transfer Software toan Affiliate or a third party.
C.
No Combination with Open Source Software. Some third party license terms require that computer code be
generally (a) disclosed in source code form to third parties, (b) licensed to third parties for the purpose of making
derivative works, or (c) redistributable to third parties at no charge (collectively, “Excluded License Terms”). If RSA
grants Customer the right to incorporate, modify, combine or distribute any of the Software licensed hereunder, thenCustomer shall not incorporate, modify, combine or distribute the Software with any other computer code in a mannerthat would subject the Software to Excluded License Terms.
D.
Audit Rights. RSA (including its independent auditors) shall have the right to audit Customer’s usage ofSoftware to confirm compliance with the agreed terms. Such audit is subject to reasonable advance notice by RSA andshall not unreasonably interfere with Customer’s business activities. Customer will provide RSA with the support
required to perform such audit and will, without prejudice to other rights of RSA, address any non-compliant situations
identified by the audit by forthwith procuring additional licenses.
E.
Termination. RSA may terminate licenses for cause, if Customer breaches the terms governing use of Softwareand fails to cure within thirty (30) days after receipt of RSA’s written notice thereof. Upon termination of a license,
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Customer shall cease all use, uninstall and return or certify destruction of the applicable Software (including copies) to
RSA.
F.
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 otherproprietary 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 RSA's prior written consent, nor shall
Customer permit any third party to do the same.
5.
WARRANTY AND DISCLAIMER.
A.
Warranty. RSA warrants that Software will substantially conform to the applicable Documentation for such
Software. Software media is warranted for 90 days from the date of Delivery. RSA does not warrant that the operationof Software shall be uninterrupted or error free, that all defects can be corrected, or that Software meets Customer’s
requirements.
B.
Customer Remedies. RSA’s entire liability and Customer’s exclusive remedies under the warranties describedin this section shall be for RSA, at its option, to remedy the non-compliance or to replace the affected Software. If RSA
is unable to effect such within a reasonable time, then RSA shall refund a pro-rated amount received by RSA for the
Software for the remaining term license or the amortized life of the Software (three years). All replaced Software
contained on physical media supplied by RSA shall be returned to and become the property of RSA. RSA shall haveno liability hereunder after expiration of the applicable warranty period. The foregoing shall not void any supplementary
remedies made available to Customer by a Channel Partner, with respect to which RSA shall have no liability or
obligation.
C.
Warranty Exclusions. Warranty does not cover problems that arise from (i) accident or neglect by Customer
or any third party; (ii) any third party items or services with which Software is used or other causes beyond RSA’scontrol; (iii) installation, operation or use not in accordance with RSA’s instructions or the applicable Documentation;(iv) use in an environment, in a manner or for a purpose for which Software was not designed; or (v) modification,
alteration or repair by anyone other than RSA or its authorized representatives;. RSA has no obligation whatsoever for
Software (a) installed or used beyond the licensed scope of use, (b) that has reach end of life or end of support, or (c)whose original identification marks have been altered or removed.
D.
No Further Warranties. Except for the warranty set forth herein, and to the maximum extent permitted by law,
RSA (INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, WRITTEN OR
ORAL. INSOFAR AS PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES ARE SPECIFICALLYEXCLUDED, INCLUDING WARRANTIES ARISING BY STATUTE, COURSE OF DEALING OR USAGE OF TRADE.
6.
LIMITATION OF LIABILITY.
A.
Limitation on Direct Damages. RSA’S TOTAL LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVEREMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF SOFTWARE PROVIDEDHEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY RSA’S SOLE NEGLIGENCE IN
AN AMOUNT NOT TO EXCEED (i) US$1,000,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY;
AND (ii) THE PRICE PAID BY CUSTOMER TO RSA FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL
BASIS, WHEN APPLICABLE) OR SOFTWARE FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPENOT IDENTIFIED IN (i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER.
B.
No Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF RSA’SINTELLECTUAL PROPERTY RIGHTS, NEITHER CUSTOMER NOR RSA SHALL HAVE LIABILITY TO THE OTHER
FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT
NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE
POSSIBILITY THEREOF.
C.
Special Exclusion. IN JURISDICTIONS THAT DO NOT ALLOW LIMITATION OR EXCLUSION OFCONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF SECTION 6.A AND/OR 6.B ABOVE MAY
NOT APPLY. CUSTOMER ACKNOWLESGES AND AGREES THAT NO INDEMNITY IS GIVEN WITH RESPECT TO
THE SOFTWARE.
D.
Limitation Period. Unless otherwise required by applicable law, the limitation period for claims for damages
shall be eighteen (18) months after the cause of action accrues, unless statutory law provides for a shorter limitation
period.
E.
Suppliers. The foregoing limitations shall also apply in favor of RSA’s suppliers.
7.
EVALUATION SOFTWARE.
A.
This Agreement shall also apply to “Evaluation Software” (meaning the copy of Software which contains thisAgreement, including any copies made by or on behalf of Customer, and all Documentation for the foregoing, which
are licensed for a limited duration for the specific purpose of evaluation prior to making a final decision on procurement,
subject to the following:
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B.
The particular Evaluation Software, period of use, Installation Site and other transaction-specific conditions shallbe as mutually agreed between RSA and Customer and recorded in the form of an evaluation or loan schedule.
C.
Notwithstanding any deviating terms in this Agreement, all licenses for Evaluation Software expire at the end of
the evaluation or loan period.
D.
Customer shall return Evaluation Software used with such Evaluation Software at the end of the evaluation orloan period or when sooner terminated by RSA for convenience by giving thirty (30) days’ written notice, whicheveroccurs first. Customer shall bear the risk of loss and damage for return of physical media, if any, and de-installation.
E.
Customer may use Evaluation Software free of charge, but, in the case of Evaluation Software, solely for the
purpose of evaluation and not in a production environment.
F.
Without prejudice to any other limitations on RSA’s liability set forth in this Agreement (which shall also apply to
Evaluation Software), Evaluation Software is provided “AS IS” and any warranty or damage claims against RSA in
connection with Evaluation Software are hereby excluded, except in the event of fraud or willful misconduct of RSA.
G.
Unless otherwise specifically agreed in writing by RSA, RSA does not provide maintenance or support for any
Evaluation Software. CUSTOMER RECOGNIZES THAT EVALUATION SOFTWARE MAY HAVE DEFECTS OR
DEFICIENCIES WHICH CANNOT OR MAY NOT BE CORRECTED BY RSA. RSA shall have no liability to Customer
for any action (or any prior related claims) brought by or against Customer alleging that Customer’s sale, use or otherdisposition of any Evaluation Software infringes any patent, copyright, trade secret or other intellectual property right.
In event of such an action, RSA retains the right to terminate this Agreement and take possession of the Evaluation
Software. THIS SECTION STATES RSA’S ENTIRE LIABILITY WITH RESPECT TO ALLEGED INFRINGEMENTS OF
INTELLECTUAL PROPERTY RIGHTS BY EVALUATION SOFTWARE OR ANY PART OF IT OR ITS OPERATION.
8.
CONFIDENTIALITY. Each party shall (i) use Confidential Information of the other party only for the purposesof exercising rights or performing obligations in connection with this Agreement; and (ii) use at least reasonable care
to protect from disclosure to any third parties any Confidential Information disclosed by the other party for a period
commencing upon the date of disclosure until three (3) years thereafter. Notwithstanding the foregoing, either party
may disclose Confidential Information (a) to an Affiliate for the purpose of fulfilling its obligations or exercising its rights
hereunder as long as such Affiliate complies with the foregoing; and (b) if required by law provided the receiving party
has given the disclosing party prompt notice.
9.
GOVERNMENT REGULATIONS AND EXPORT CONTROL. Software and the technology included therein
provided under this Agreement are subject to governmental restrictions on (i) exports from the U.S.; (ii) exports fromother countries in which such Software and technology included therein may be produced or located; (iii) disclosuresof technology to foreign persons; (iv) exports from abroad of derivative products thereof; and (v) the importation and/or
use of such Software and technology included therein outside of the United States or other countries (collectively,"Export Laws"). Customer shall comply with all Export Laws and RSA export policies to the extent such policies are
made available to Customer by RSA. Diversion contrary to U.S. law or other Export Laws is expressly prohibited.
10.
TERMINATION. Either Customer or RSA may terminate this Agreement upon written notice due to the otherparty’s material breach of the terms governing use of the Software ; provided that such breach is not cured within thirty(30) days after the provision of written notice to the breaching party specifying the nature of such breach. Upon
termination of this Agreement, Customer shall cease all use, uninstall and return or certify destruction of the applicable
Software (including copies) to RSA. Any provision that by its nature or context is intended to survive any termination or
expiration, including but not limited to provisions relating to payment of outstanding fees, confidentiality and liability,
shall so survive.
11.
MISCELLANEOUS.
A.
References. RSA may identify Customer for reference purposes unless and until Customer expressly objects
in writing
B.
Notices and Language. Any notices permitted or required under this Agreement shall be in writing and shallbe deemed given when delivered (i) in person, (ii) by overnight courier, upon written confirmation of receipt, (iii) by
certified or registered mail, with proof of delivery, or (iv) by email, with confirmation of receipt (except for routine
business communications issued by RSA, which shall not require confirmation from Customer). Notices shall be sent
to the address, or email address set forth below, or at such other address, or email address as provided to the otherparty in writing. Notices shall be sent to RSA Security LLC, 174 Middlesex Turnpike, Bedford, MA 01730. Email for
legal notices: legal requests@rsa.com. The parties agree that this Agreement has been written in the English language,that the English language version shall govern and that all notices shall be in the English language.
C.
Entire Agreement. This Agreement (i) is the complete statement of the agreement of the parties with regard to
the subject matter hereof; and (ii) may be modified only by a writing signed by both parties. All terms of any purchaseorder or similar document provided by Customer, including but not limited to any pre-printed terms thereon and any
terms that are inconsistent or conflict with this Agreement, shall be null and void and of no legal force or effect.
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D.
Force Majeure. Except for the payment of fees, if any, due RSA from Customer, neither party shall be liable
under this Agreement because of a failure or delay in performing its obligations hereunder on account of any force
majeure event, such as strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental
action, or any other cause which is beyond the reasonable control of such party.
E.
Assignment. Customer shall not assign this Agreement or any right or delegate any performance without RSA’s
prior written consent, which consent shall not be unreasonably withheld. Customer shall promptly notify RSA, and RSA
may terminate this Agreement on thirty days’ notice if Customer merges with or is acquired by a third party or otherwise
undergoes a change of control.
F.
Governing Law. This Agreement is governed by: (i) the laws of the Commonwealth of Massachusetts when
RSA means RSA Security LLC; (ii) the laws of the applicable country in which the applicable RSA subsidiary isregistered to do business when RSA means the local RSA subsidiary, and (iii) the laws of Ireland when RSA Customer
is located outside United States, Mexico or South America or in a country in which RSA does not have a local sales
subsidiary. In each case, the applicability of laws shall exclude any conflict of law rules. The U.N. Convention on
Contracts for the International Sale of Goods shall not apply. In the event of a dispute concerning this Agreement,
Customer consents to the sole and exclusive personal jurisdiction of the courts of competency in the location where
RSA is domiciled.
G.
Waiver. No waiver shall be deemed a waiver of any prior or subsequent default hereunder. If any part of thisAgreement is held unenforceable, the validity of the remaining provisions shall not be affected.
H.
Partial Invalidity. If any part of this Agreement, a purchase order or an RSA quote is held unenforceable, thevalidity of the remaining provisions shall not be affected.
12.

COUNTRY SPECIFIC TERMS.

A.
United Kingdom. The terms in this subsection A apply only when RSA means the RSA sales subsidiary locatedin the United Kingdom:
1.
Section 5D (Warranty Exclusions). The entire section is deleted and replaced with:D.
Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in thisAgreement, RSA (including its suppliers) provides Software “AS IS” and makes no other express or implied
warranties, written or oral, and ALL OTHER WARRANTIES AND CONDITIONS (SAVE FOR THE
WARRANTIES AND CONDITIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979) ARE
SPECIFICALLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF
DEALING OR PERFORMANCE, OR USAGE OF TRADE.
2.
Section 6 (LIMITATION OF LIABILITY). This Section is deleted in its entirety and replaced with:
6.
LIMITATION OF LIABILITY AND PRESERVATION OF DATA.
A.
The entire aggregate liability of RSA (including its suppliers) under or in connection with the supplyof the Software, whether in tort (including negligence), for breach of contract, misrepresentation or otherwise, islimited in respect of each event or a series of events: (i) to the amounts actually paid by Customer for the
Software which give rise to such liability during the twelve (12) month period immediately preceding the date of
the cause of action giving rise to such claim; or (ii) Great British Pounds Sterling one million (£1,000,000),
whichever is the greater amount. In no event shall RSA (including its suppliers) or Customer be liable to theother or any other person or entity for loss of profits, loss of revenue, loss of use or any indirect, special,incidental, consequential or exemplary damages arising out of or in connection with this Agreement, the licenseof the Software, and the use, performance, receipt or disposition of such Software, even if such party has beenadvised of the possibility of such damages or losses. Nothing in this Agreement shall operate to exclude or
restrict RSA’s liability for: (a) death or personal injury resulting from negligence; (b) breach of obligations arisingfrom section 12 of the Sale of Goods Act 1979; or (c) fraud.
B.
CUSTOMER OBLIGATIONS IN RESPECT OF PRESERVATION OF DATA. During the Term of
the Agreement, the Customer shall:
1)
from a point in time prior to the point of failure, (i) make full and/or incremental backups of data whichallow recovery in an application consistent form, and (ii) store such back-ups at an off-site location sufficiently
distant to avoid being impacted by the event(s) (e.g. including but not limited to flood, fire, power loss, denial ofaccess or air crash) and affect the availability of data at the impacted site;2)
have adequate processes and procedures in place to restore data back to a point in time and prior
to point of failure, and in the event of real or perceived data loss, provide the skills/backup and outage windows
to restore the data in question.
3)
use anti-virus software, regularly install updates across all data which is accessible across the
network, and protect all storage arrays against power surges and unplanned power outages with Uninterruptible
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4)
ensure that all operating system, firmware, system utility (e.g. but not limited to, volume management,cluster management and backup) and patch levels are kept to RSA recommended versions and that any
proposed changes thereto shall be communicated to RSA in a timely fashion.
3.
Section 11 (MISCELLANEOUS). Add the following as new subsection J:
J. Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, andshall have no remedy in respect of, any statement, representation, warranty or understanding (whether
negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly
set out in this Agreement as a warranty. The only remedy available to Customer for a breach of the warranties
shall be for breach of contract under the terms of this Agreement. Nothing in Section 6 shall however operate
to limit or exclude any liability for fraud. No term of this Agreement shall be enforceable under the Contracts(Rights of Third Parties) Act 1999 by a person that is not a party to this Agreement. If any part of this Agreement
is held unenforceable, the validity of the remaining provisions shall not be affected.
B.
:

Ireland. The terms in this subsection B apply only when RSA means the RSA sales subsidiary located in Ireland
1.

Section 5D (Warranty Exclusions). The entire section is deleted and replaced with:D.
Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in thisAgreement and the applicable exhibits, RSA (including its suppliers) and makes no warranties, and ALL
WARRANTIES, TERMS AND CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED BY
LAW, CUSTOMER OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES, TERMS AND
CONDITIONS, OF FITNESS FOR PURPOSE, DESCRIPTION, AND QUALITY ARE HEREBY EXCLUDED TO
THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
2.
Section 6 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:
6.
LIMITATION OF LIABILITY.
A.
RSA does not exclude or limit its liability to the Customer for death or personal injury, or, breach ofobligations implied by Section 12 of the Sale of Goods Act, 1893, as amended by the Sale of Goods and Supply
of Services Act, 1980, or, due to the fraud or fraudulent misrepresentation of RSA, its employees or agents.
B.
Subject always to subsection 6.A, the liability of RSA (including its suppliers) to the Customer underor in connection with an order, whether arising from negligent error or omission, breach of contract, or otherwise(“Defaults”) shall be: (i) the aggregate liability of RSA for all Defaults resulting in direct loss of or damage to thetangible property of the Customer shall be limited to damages which shall not exceed the greater of two hundred
per cent (200%) of the applicable price paid and/or payable for the Software , or one million euros (€1,000,000);or (ii) the aggregate liability of RSA for all Defaults, other than those governed by subsection 6.B(i) shall belimited to damages which shall not exceed the greater of one hundred and fifty per cent (150%) of the applicable
price paid and/or payable or five hundred thousand euro (€500,000).
C.
In no event shall RSA (including its suppliers) be liable to Customer for (i) loss of profits, loss ofbusiness, loss of revenue, loss of use, wasted management time, cost of substitute services or facilities, loss of
goodwill or anticipated savings, loss of or loss of use of any software or data; and/or (ii) indirect, consequential
or special loss or damage; and/or (iii) damages, costs and/or expenses due to third party claims; and/or (iv) loss
or damage due to the Customer’s failure to comply with obligations under this Agreement, failure to do backups of data or any other matter under the control of the Customer. For the purposes of this Section 6, the term“loss” shall include a partial loss, as well as a complete or total loss.
D.
The parties expressly agree that should any limitation or provision contained in this Section 6 be held
to be invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted, but if any party
thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be
subject to the other limitations and provisions set out in this Section 6.
E.
The parties expressly agree that any order for specific performance made in connection with thisAgreement in respect of RSA shall be subject to the financial limitations set out in sub-section 6.B.
F.
CUSTOMER OBLIGATIONS IN RESPECT OF PRESERVATION OF DATA. During the Term of
the Agreement the Customer shall:
1)
from a point in time prior to the point of failure, (i) make full and/or incremental backups ofdata which allow recovery in an application consistent form, and (ii) store such back-ups at an off-site location
sufficiently distant to avoid being impacted by the event(s) (e.g., including but not limited to flood, fire, power
loss, denial of access or air crash) and affect the availability of data at the impacted site;2)
have adequate processes and procedures in place to restore data back to a point in timeand prior to point of failure, and in the event of real or perceived data loss, provide the skills/backup and outage
windows to restore the data in question.
3)
use anti-virus software and regularly install updates across all data which is accessible
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4)
ensure that all operating system, firmware, system utility (e.g. but not limited to, volume
management, cluster management and backup) and patch levels are kept to current with RSA’s best practicerecommendations.
3.
Section 5.D (Limitation Period). This Section is deleted in its entirety and replaced with the following as a
totally separate section:(D)
WAIVER OF RIGHT TO BRING ACTIONS: The Customer waives the right to bring any claim arisingout of or in connection with this Agreement more than twenty-four (24) months after the date of the cause ofaction giving rise to such claim.
C.
European Union. The terms in this subsection C apply only when RSA means an RSA sales subsidiary locatedin the European Union:
1.
Section 4.A (General License Grant). The following is added at the end of this section:
Customer shall not, and Customer shall not permit any third party to, modify, enhance, supplement, create
derivative works from, reverse assemble, reverse engineer, reverse compile or otherwise reduce to humanreadable form the Software without RSA's prior written consent, except to the extent that local, mandatory law
grants Customer the right to decompile such Software in order to obtain information necessary to render suchinteroperable with other software. In such event, Customer shall first inform RSA of its intention and request
RSA to provide Customer with the necessary information. RSA may impose reasonable conditions on theprovision of the requested information, including the payment of a reasonable fee.
D.

F.

1.

1.

Australia. The terms in this subsection D apply only when the Customer is located in Australia:
Section 6 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:
6.
LIMITATION OF LIABILITY.
A.
Limitation on Direct Damages. RSA’S AND ITS SUPPLIERS’ TOTAL LIABILITY AND
CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISINGOUT OF SOFTWARE, OR SERVICE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECTDAMAGES CAUSED BY RSA’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (i) AUD$2,000,000,
FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID BY CUSTOMERTO RSA FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE)
SOFTWARE FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN(i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER.
B.
No Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF
RSA’S INTELLECTUAL PROPERTY RIGHTS, NEITHER CUSTOMER NOR RSA (INCLUDING RSA’S
SUPPLIERS) SHALL (a) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF
PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND(b) BRING ANY CLAIM BASED ON SOFTWARE OR SERVICE PROVIDED HEREUNDER MORE THAN
EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.
C.
Trade Practices Legislation: RSA's liability under any statutory right or any condition or warranty,
including any implied by any State Fair Trading Act or the Trade Practices Act, 1974 (Cth) is, to the maximum
extent permitted by law, excluded. To the extent that such liability cannot be excluded, RSA's liability is limited
at the option of RSA to any one or more of the following: (i) the replacement thereof or the supply of its
equivalent; (ii) the repair thereof; (iii) the payment of the cost of replacement thereof or of acquiring its
equivalent; or (iv) the payment of the cost of having such repaired.
New Zealand - The terms in this subsection E apply only when the Customer is located in New Zealand:
Section 6 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:
6.
LIMITATION OF LIABILITY.
A.
Limitation on Direct Damages. RSA’S AND ITS SUPPLIERS’ TOTAL LIABILITY AND
CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISINGOUT OF SOFTWARE OR SERVICE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECTDAMAGES CAUSED BY RSA’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (i) NZ$2,000,000,
FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID BY CUSTOMERTO RSA FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) OR
SOFTWARE FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN(i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER.
B.
No Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF
RSA’S INTELLECTUAL PROPERTY RIGHTS, NEITHER CUSTOMER NOR RSA (INCLUDING RSA’S
SUPPLIERS) SHALL (a) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF
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(b) BRING ANY CLAIM BASED ON SOFTWARE OR SERVICE PROVIDED HEREUNDER MORE THAN
EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.
C.
Fair Trading Legislation. RSA's liability under any statutory right or any condition or warranty,
including any implied by the Fair Trading Act 1986 or Consumer Guarantees Act 1993 (“FTA”) or any similar
law is, to the maximum extent permitted by law, excluded. To the extent that such liability cannot be excluded,
RSA's liability is limited at the option of RSA to any one or more of the following: (i) the replacement thereof or
the supply of its equivalent; (ii) the repair thereof; (iii) the payment of the cost of replacement thereof or of
acquiring its equivalent; or (iv) the payment of the cost of having such repaired.
13.
CUSTOMER OBLIGATIONSA.
Customer may not engage any third parties to conduct security audits of RSA Products without the prior writtenconsent of RSA.
B.
Customer agrees to comply with the RSA Security Vulnerability Reporting Policy, currently located athttps://www.rsa.com/en-us/vulnerability-response-policyC.
If Customer has purchased maintenance services, Customer understands that such maintenance services
are subject to the Maintenance Agreement, currently located at https://www.outseer.com/wpcontent/uploads/Outseer-Maintenance-Agreement.pdf, which Customer agrees to accept.
D.
If the Software purchased is Outseer Fraud Manager, then Customer acknowledges and agrees that such
Software is also subject to the terms and conditions set out in Schedule 1 hereto.

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SCHEDULE 1
FRAUD MANAGER PRODUCT SPECIFIC TERMS & CONDITIONS
1.
Definitions.
The following terms shall have the definitions below or set forth elsewhere herein. All references to “Section” shall referto sections of this Schedule, unless otherwise specified herein.
“Active End User” means an account holder or other client of the Customer (an “End User”) whose identity has beenprocessed or profiled or scored or authenticated or otherwise verified by the Product at least once in the course of thesix (6) months immediately preceding the then current date.
“Active End User Ceiling” means the maximum number of Active End User which Customer is licensed to store atany given time using the Product and as set out in applicable Quote.
“Outseer Global Data NetworkTM” means a service owned and operated by RSA which contains information
aggregated by RSA, discovered by the parties as part of the performance of their obligations under this License
Schedule, obtained, and/or procured from third parties and/or resulting from risk and fraud assessments carried out by
RSA and includes without limitation IP addresses, cookies and any other related data. The Outseer Global Data
Network will not include any information which would allow the holder thereof to identify an End User.
“Exhibit” means Exhibits A, B, and/or C attached hereto, the terms of which are incorporated herein by reference;“Product” means (a) the RSA consumer software suite described in Exhibit A and developed by RSA together with any
Software releases, fixes or patches delivered pursuant to the Maintenance Services, known as Outseer Fraud Manager.
2.
License, Ownership.
A.
RSA hereby grants Customer a non-exclusive, nontransferable perpetual or term (as specified in theapplicable Quote) license to run and use those components of the Product as selected an RSA issued Quote, forCustomer's own use for the purpose of processing Active End User authentication information on its web portals, online
services, and/or its electronic transaction clearing systems. Such license shall be subject always to the Active End
User Ceiling as further detailed in this Schedule
B.
Ownership and/or License of the Outseer Global Network. RSA shall retain and own all right, title and interest
and all intellectual property rights (including but not limited to copyrights, trade secrets, trademarks and patent rights)
to the Product and all information which is collected, submitted to and made available on the Outseer Global Networkin the course of the performance by either party of their obligations under this Schedule (or where such title cannot be
granted or otherwise transferred to RSA then Customer agrees to grant RSA an unconditional, unlimited, unrestricted,
royalty free license to use, distribute and/or otherwise make available such information).
C.
RSA Trademark License. For so long as this Schedule remains in force RSA grants Customer the right to use
the “Secured by Outseer” trademarks described in Exhibit C (the “Outseer Mark”) solely for the purpose of displaying the
RSA Mark on the End User facing web-based log in pages of its online services in compliance with Section 3 below.
Customer’s use of the RSA Mark will conform at all times with RSA’s quality and usage requirements and will be subject
to prior review and approval by RSA. Customer will not seek to register any trademarks of RSA in any country in theworld. Any use of the RSA Mark shall be in accordance with RSA’s reasonable policies regarding advertising andtrademark usage as established from time to time.
3.
RSA Branding of the Active End User interface to the Licensed Software.
For so long as Customer is subscribing for the Maintenance Services, Customer will place the following words: “Secured
by Outseer”, in the form of the trademark logo attached hereto under Exhibit C, on the client facing web based userinterface which is deployed by Customer for the purpose of allowing Active End Users access to the Product. Nothingelse herein shall prevent Licensee from separately branding its security processes which may use the Licensed Softwareand other security processes.
4.
Billing Files.
Customer will provide RSA with the billing files as generated by the billing utility component of the Product (as further
detailed in the Documentation) at the end of each calendar month for the purpose of evidencing its ongoing compliancewith the Active User Ceiling from time to time and subject to RSA’s audit rights under the Agreement.
5.

Product Delivery.
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RSA Software shall be delivered to the Customer at the email address specified in the applicable Quote.
6.
Authorized Active End Users; Active End User Ceiling Increases.
Customer may increase the authorized Active End User Ceiling from time to time by way signing an RSA Quotereferencing this Agreement. Where Customer has exceeded its then authorized Active End User Ceiling, Customer
will promptly (and in any event in not less than thirty (30) days from the date the Active End User Ceiling is firstexceeded) procure an increase to its then licensed authorized Active End User Ceiling, for the fees and in the minimum
increments set out in a Quote so as to meet or exceed its actual use of the Product. . Where Customer has upgraded
the authorized Active End User Ceiling, RSA will invoice Customer the adjusted Maintenance Services fees on a prorata basis for the Maintenance Services year then in progress on the date of such upgrade in a Quote.
7
Maintenance Services:
Customer hereby purchases the Support and Data Services as further described in Exhibit B for the Products ordered
under this Schedule for a term of one (1) year (the “Initial Maintenance Term”) commencing on the date the Product is
Delivered. Thereafter, Maintenance Services shall renew on an annual basis, subject to Customer’s payment of RSA’s
invoice for the applicable Maintenance Services fees. RSA may increase the Maintenance Services fee, to be effectiveat the commencement of any future annual period, provided that RSA notifies Customer, in writing, of such fee increaseat least thirty (30) days prior to the end of the previous annual period.
A.
Perpetual License. Customer hereby purchases the Support and Data Services as further described in Exhibit
B for the Products ordered under this Schedule for a term of one (1) year (the “Initial Maintenance Term”) commencing on
the date the Product is Delivered. Thereafter, Maintenance Services shall renew on an annual basis, subject toCustomer’s payment of RSA’s invoice for the applicable Maintenance Services fees. RSA may increase the Maintenance
Services fee, to be effective at the commencement of any future annual period, provided that RSA notifies Customer, inwriting, of such fee increase at least thirty (30) days prior to the end of the previous annual period.
B.
Term License. Support and Data Services as further described in Exhibit B for the Products ordered under thisSchedule shall be provided for the duration of the license term commencing on the date the Product is Delivered and coterminus with the end of the license term.
C.
Maintenance Services are not available for Products that have reached the End of Primary Support date (asreferenced in section 13.C of the Agreement)

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EXHIBIT A
Base Product Description:
The Product without Additional Features is available for the license fees detailed in a signed Quote.
Product – Outseer Fraud Manager Components - Login
Assessment, analysis and scoring of login activities (in the online and mobile channels) by a Bayesian, self-learning
risk engine that leverages both device and behavioral secure cookies, Flash Shared Objects, device forensics andnetwork forensics including IP geolocation. This can be applied only during account login)
Baseline Policy Manager and Risk Models. (One set of policies per institution and generic risk models.)
Secondary Authentication: Challenge Questions. (Challenge Questions, including enrollment to collect challenge
questions and answers.)
Outseer Global Data Network Access. (Shared fraud data.) It is understood by the parties that Customer’s accessto the Global Data Network shall be contingent on Customer’s agreement to submit nonidentifiable fraud data via
log files for inclusion in Global Data Network’s aggregated database and subject to Customer’s ongoing
subscription to the Support and Data Services.
Case Management Module: Provides the Client functionality to track and update Active End User activities thatwere flagged for follow-up or authentication

Description of Additional Features:
These components of the Product are available for extra license fees as detailed in a signed Quote.
Product – Transaction Monitoring
Assessment, analysis and scoring of post-login transactions activities by a Bayesian, self-learning risk engine thatleverages both device and behavioral profiling. A case management application allows investigating high risk
transactions, marking the fraudulent ones, and feeding feedback into the risk engine. A partial list of such post-logintransaction activities includes but is not limited to: transferring funds, making online payments, establishing payees,
viewing check images, changing personal information, etc.
Product – Mobile Protection
The Outseer Fraud Manager Mobile Protection Module provides strong authentication to end users who access online banking applications via a mobile device (i.e. mobile phone, smart phone, iPhone, PDA, Blackberry etc.). This
module complements Outseer Fraud Manager web channel protection module. It is powered by the same risk-based
authentication technology and provides the Customer with a unique risk model designed to address specific mobiletransaction characteristics. By using the Mobile Protection Module, the Customer benefits from multi-channel fraud
protection.
Service – Authentication Methods
OneTime Password (“OTP”). OTP generated by Outseer Fraud Manager and sent by Customer to the End User. .
Out of band phone call. Out-of-band phone call (telephone confirmation using telephone numbers stored in
Customer’s systems)feature involves set up costs and fees to make the phone calls (one time third party set up fee;
onetime RSA setup fee; fee per phone call).
Out-of-band SMS. One Time Password generated by Outseer Fraud Manager and sent by RSA to end user via SMS.
The out-of-band SMS feature involves set up costs and fees to send the SMS (one time third party set up; onetime
RSA set up fee; and a per SMS message fee). Out of band (“OOB”) phone call/SMS is provided via third parties andinfrastructure not owned/controlled by RSA. Delivery of calls/messages (or the timing of delivery) is notguaranteed. RSA’s warranties and/or indemnities do not extend to nor apply to OOB services.

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Service – Enhanced ATO Protection
Allows the Customer to use FIDO-2, Biometric and Password-less authentication (supported through a Mobile
Application or Mobile SDK) as additional authentication options. Customers purchase by minimum transactions /month for a contract term. Customers are invoiced monthly based on actual transaction usage in arrears. RSA’s
warranties and/or indemnities do not extend to nor apply to Enhanced ATO Protection

Service – Account Enrollment
Allows the Customer to deliver digital Identity Proofing & Verifications for the End Users. The End User’s digital identity
is created (through a Mobile Application or Mobile SDK) in the Customer’s application using 3rd party verification
services to provide confirmation of their physical identity. Customer purchases a specific number of proofs that theCustomer can use during the contracted term. All ID Proofs purchased expire at the end of the contracted term. RSA’s
warranties and/or indemnities do not extend to nor apply to Account Enrollment.
Note:
The Authentication Methods, Enhanced ATO Protection and Account Enrollment features listed above are only
available only as long as Customer is subscribing for the Maintenance Services. The initial term of the of these license
features and the first annual renewal thereof shall be co-terminus with the term of the Maintenance Services

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EXHIBIT B
Support and Data Services
In addition to then current Support Services which will be provided as detailed on the Support Website, the Customer will
also receive the Data Services described hereunder.
1.
Definitions.
In addition to those defined terms of the Agreement and the Schedule, the following definitions shall be used for purposesof this Exhibit B.
A.
“Data Services” means, the delivery by RSA on an ongoing basis of (i) the Information; and (ii) updates to theOutseer Global Network; and RSA making available the online statistical analysis tools for the use of the
Customer. The Information and any other data delivered pursuant to the Data Services will be deemed toform part of the Product under the Schedule.
B.
“Geo-Location Service” means the geo-location component made available with the Product.
C.
“Information” means the data and information derived from the Geo-Location Service.
2.
RSA Data feeds for Fraud Manager.
Customer will receive the following Data Services:A.
Delivery of Outseer Global Network database updates. Updates to the Outseer Global Network database will
be made available to Customer by RSA via Internet protocol from RSA hosted servers. Where configured inaccordance with the Documentation, the Product will automatically download the updates on a periodic basis
and load them into a local data store, which is used for run-time analysis of inbound transactions.
B.
Delivery of Information. Information updates will be made available by RSA to Customer via Internet protocol
from RSA hosted servers. Customer will download the updates on a periodic basis and load the Information
into the Product for run-time analysis of inbound transactions. Customer shall install updates promptly within
90 days of updates being made available.
C.
Online Statistical Analysis Tools. RSA will make available to Customer a set of reports or tools for generating
reports, which will be hosted on RSA web servers, to allow Customer to understand Product system usage
levels and patterns.
3.
Enhancements to Maintenance Services.
Customer may purchase enhancements to the Maintenance Services, including the Personalized Support options
Services, as described on the Support Website.
4.
A.

B.

Additional Customer Obligations.
Network and Device Forensics. In addition to those obligations set out on the Support Website, Customer
shall provide to RSA daily scrubbed data activity logs, the case log file and the forensic data logs as further
described in the Documentation. RSA will review these logs in order to provide the Maintenance Services
hereunder and to improve forensic analysis of future Software Releases of the Product. Customer shall nottransmit, send or otherwise provide, directly or indirectly, to RSA any data that is considered personallyidentifiable under the laws of the jurisdictions applicable to Customer’s installation and use of the Product andCustomer’s operations, and shall indemnify RSA for all third party claims arising as a result of Customer’s
breach of this obligation.
Restrictions on use of the Geolocation Service and Information. Customer will not (a) reproduce or distribute
the Geo-Location Service in a manner that allows its users to access the Geo-Location Service in any way
other than through aggregate reports generated by the Product (as described in the Documentation); or (b)use the Information to create or otherwise support the transmission of unsolicited commercial email.

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EXHIBIT C
Trademark and usage guide
Logo Guidelines
The Outseer logo has been designed as an indicator that the customer is using the Outseer Fraud Manager Solution.
It is designed for web and print use and is not intended to be a substitute for the corporate logo or for use in locations
other than the web pages or promotional material of companies who have purchased Outseer Fraud Manager. Nor is
the Outseer logo to be used as a substitute for the corporate logo in places where the Customer corporate logo isappropriate. Logo files may be obtained by contacting your count relationship manager

Logo Usage & Partnership Combination Guidelines

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