END USER LICENSE AGREEMENT*** IMPORTANT INFORMATION – PLEASE READ CAREFULLY ***THIS SOFTWARE CONTAINS COMPUTER PROGRAMS AND OTHER PROPRIETARY MATERIAL AND
INFORMATION, THE USE OF WHICH IS SUBJECT TO AND EXPRESSLY CONDITIONED UPON ACCEPTANCE
OF THIS END USER LICENSE AGREEMENT (THE “AGREEMENT” OR “CSA”).
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU (MEANING THE INDIVIDUAL PERSONOR THE ENTITY THAT THE INDIVIDUAL REPRESENTS THAT HAS OBTAINED THE SOFTWARE AND
HARDWARE FOR ITS INTERNAL PRODUCTIVE USE AND NOT FOR OUTRIGHT RESALE) (THE “CUSTOMER”)
AND ARCHER (WHICH MEANS (I) IF CUSTOMER IS LOCATED IN THE UNITED STATES, MEXICO OR SOUTH
AMERICA, THEN THIS IS A LEGAL AGREEMENT BETWEEN THE CUSTOMER AND ARCHER WITH “ARCHER”
MEANING RSA SECURITY LLC. IF CUSTOMER IS LOCATED OUTSIDE OF THE UNITED STATES, MEXICO OR
SOUTH AMERICA, THEN THIS IS A LEGAL AGREEMENT BETWEEN THE CUSTOMER AND ARCHER, WITH
“ARCHER” MEANING: (II) RSA SECURITY & RISK IRELAND LIMITED; OR (III) OTHER AUTHORIZED RSA OR
ARCHER ENTITY AS IDENTIFIED ON THE ARCHER QUOTE OR OTHER ARCHER ORDERING DOCUMENT.
Unless Archer agrees otherwise in writing, this Agreement governs Customer's use of the Software, except to the extent allor any portion of the Software is: (a) the subject of a separate written agreement set forth ina quotation issued by Archer;or (b) governed by a third party licensor’s terms 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 proceeding with the installation,
downloading, use or reproduction of this Software, or authorizing any other person to do so, you are representing to Archerthat you are (i) authorized to bind the Customer; and (ii) agreeing on behalf of the Customer that theterms of this Agreement
shall govern the relationship 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 world concerning 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 thisAgreement on behalf of the Customer, click on the “Cancel” or “Decline” or other similar button at the end of this Agreementand/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. Capitalized terms shall have the meaning as set forth in this Section 1 or as otherwise defined in thisAgreement.
A. “Affiliate” means a legal entity that is, directly or indirectly, controlled by, controls, or is under common control with
Customer or Archer, respectively. “Control” means more than 50% of the voting power or ownership interests. “Customer Affiliate”
shall mean any Affiliate of Customer.
B. “Documentation” means the then-current, generally available, written user manuals and online help and guides provided byArcher for Products.
C. “Installation Site” means the ship-to address or other location identified on the Archer quote or other document prepared byArcheras the site of installation and/or use of a Product, or a subsequent location approved by Archer.
D. “Products” means Software (which means a series of instructions or statements in machine-readable, object code form only.
E. “Product Notice” means the notice by which Archer informs Customer of product-specific use rights and restrictions,warranty periods, warranty upgrades and maintenance (support) terms. Product Notices may be delivered in an Archer quote,otherwise in writing and/or a posting on the applicable Archer website, currently located athttps://www.archerirm.com/company/standard-form-agreements. The terms of the Product Notice in effect as of the date of theArcher quote shall be deemedto be incorporated into and made a part of the relevant Customer purchase order. Each ProductNotice is dated and is archived when it is superseded by a newer version. Archer shall not change any Product Notice retroactively
with regard to any Products listed on an Archer quote issued prior to the date of the applicable Product Notice. Upon request,
Archer shall without undue delay provide a copy of the applicable Product Notice and/or attach it to the relevant Archer quote.
F. “Services” mean (i) services for the support and maintenance of Products (“Maintenance Services” or “Support Services”)
governed by the applicable terms currently located at: https://www.archerirm.com/company/standard-form-agreements or(ii) consulting, installation, implementation, or other services that are not Maintenance Services (“Professional Services”) governedby the applicable terms currently located at: h t t p s : / / w w w . a r c h e r i r m . c o m / c o m p a n y / s t a n d a r d - f o r m agreements
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I. “Software Release” means any subsequent generally available version of Software provided by Archer after initial Deliveryof Software but does not mean a new Product.
J.
K. “Supplier(s)” means an entity (other than Customer) whose components, subassemblies, software and/or services have been
incorporated into Products and/or Services.
M. “Training” means Archer’s generally available training course offerings, whether online, via CD, instructor-led, or any othermethod of delivery.
N. “Training Materials” means the materials provided to Customer during Training.
2. QUOTING, PURCHASING AND PAYMENT.
A. Quoting and Purchasing. This Section 2.A shall only apply to purchases which are placed by Customer directly with Archer.
The description of the Products, Maintenance Services, Services identified in a Service Brief, and related pricing are as stated ina quote to Customer from Archer. Each quote is valid for the time period specified thereon. Customer may order the items on such quoteby (i) issuing a purchase order to Archer that references such quote; or (ii) with the prior approval of Archer (a) signing such quote
and returning it to Archer; or (b) sending an email or other writing to Archer referencing and ordering the items on such quote.
Customer’s order is accepted by Archer (1) issuing an e-mail or other written communication to Customer accepting such order;or(2) or commencing performance of the applicable Services.
B. Payment. This Section 2.B shall only apply to purchases which are placed by Customer directly with Archer. Customer shallpay Archer’s invoices in full and in the same currency as the Archer invoice within thirty (30) days after the date of Archer’s invoice,with interest accruing thereafter at the lesser of 1.5% per month or the highest lawful rate. The charges due hereunder for Products
and Services and any other items provided by Archer are exclusive of and Customer shall pay or reimburse Archer for all value
added (VAT), sales, use, excise, withholding, personal property, goods and services and other taxes, levies, customs and duties
resulting from a Customer purchase order, except for taxes based on Archer’s net income. If Customer is required to withhold taxes,
then Customer will forward any withholding receipts to Archer.
C. Transactions with Customer Affiliates. This Section 2.C shall only apply to purchases which are placed by Customer directlywith Archer or Archer Affiliate. Customer Affiliates domiciled in the same country as Customer are entitled to order Products andServices under this Agreement, if the Products and Services are ordered for installation/delivery or performance in such country.
Before ordering Products and Services for installation/delivery in any other country, the Customer Affiliate operating in such othercountry and the local Archer Affiliate, if any, that engages in direct sales/licensing activities of Products and Services in the ordinary
course of its business for such country, must first execute a local participation agreement that (i) incorporates by reference theterms of this Agreement; and(ii) addresses such issues as are necessary to conform to local country laws and business requirements and practices. Thereafter, an
Archer quote, referencing the local participation agreement may be issued by such local Archer Affiliate to the local Customer
Affiliate and a purchase order may be placed pursuant to such Archer quote. If there is no such local Archer Affiliate, then Archer
shalladvise Customer on any available alternative methods of procurement.
3. DELIVERY AND INSTALLATION.
A. Product Delivery. This Section 3.A shall only apply to purchases which are placed by Customer directly with Archer. Deliveryof Archer Product shall be completed in the following manner: (i) Software may be provided by (1) delivery of physical media to
a carrier at Archer’s designated point of shipment; or (2) electronic download (when so offered by Archer) (“Delivery”). Unlessotherwise agreed, a common carrier shall be specified by Archer. Software, Documentation, Evaluation Products and Training
Materials are licensed only. No title to, or ownership of, Software, Documentation, Evaluation Products, Training Materials, orother materials provided to Customer in the course of performing Services is transferred to Customer.
Product Installation and Acceptance. Acceptance that a Product operates in substantial conformity to the Product’s Documentation
occurs upon Delivery or notice of availability for electronic download, as applicable. Notwithstanding such acceptance, Customer retains
all rights and remedies set forth in the Section entitled “Product Warranty.”
4. LICENSE TERMS.
A. General License Grant. Archer grants to Customer a nonexclusive and nontransferable (except as otherwise permitted herein)license (with no right to sublicense) to use (i) Software solely for Customer’s internal business purposes; (ii) Documentation related
to Software solely for the purpose of supporting Customer’s use of Software. Licenses granted to Customer shall continue for theduration as indicated on the Archer quote, and commence on Delivery of the physical media or the date Customer is notified ofavailability for electronic download, as applicable.
Use of Software may require Customer to complete Archer’s then current product registration process, if any, to obtain and input
an authorization key or license file.
B. Licensing Models. Software is licensed for use only in accordance with the commercial terms and restrictions of the Software’s
relevant licensing model, which are stated in the Product Notice and/or Archer quote. For example, the licensing model may providethat Software is licensed for use solely (i) for a certain number of licensing units; (ii) on or in connection with a certain piece ofequipment, CPU, network or other hardware environment; and/or (iii) for a specified amount of storage capacity. Archer may requireInternal Use - Confidential

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Customer’s purchase order, Quote, Schedule, invoice, or user license certificate for some or all of the Products to contain limitations
with respect to the number of users, servers, application- specific usage, hosts, asserting and relying parties, functionality options
and/or other restrictions. In such a case, such limitations and restrictions are incorporated herein by reference with respect to theapplicable Products.
C. Licensed Copies. All Software licenses granted herein are for use of object code only. Customer is permitted to copy Software,in accordance with the license, the quote, and the Product Notice. Unless otherwise agreed to by the parties, or unless such additionalrights are granted in the Product Notice, Customer may only use one production copy of the Archer Software. Customer may
copy Documentation insofar as reasonably necessary for Customer’s authorized internal use of Software. With respect to any andall copies of the Software and Documentation, Customer shall ensure that each copy contains all titles, trademarks, and copyrightand restricted rights notices, and that all such copies shall be subject to the terms and conditions of thisAgreement.
D. License Restrictions. Customer shall not, without Archer's prior written consent (i) sublicense, or 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 Archer Products performed by or on behalf of Customer; (iii) make available Softwarein any form to anyone other than Customer’s employees, or contractors that are reasonably acceptable to Archer, and require accessto use Software on behalf of Customer in a manner permitted by this Agreement; or (iv) transfer Software to an Affiliate or a third
party. If the Software contains or is bundled with third party products, then Customer may use such third party products solely
for use with the particular Software that Customer has licensed from Archer as set forth in the applicable Documentation, and/or
theProduct Notice. Customer shall not use any third-party product embedded in or bundled with the Archer Software as a standalone
program or in any way independently from the Software. Customer shall not, and shall not authorize any third party to, modify,
enhance, supplement, create derivative works from, reverse assemble, reverse engineer, decompile or otherwise reduce to humanreadable form Software without Archer's prior written consent.
E. Software Releases. Software Releases shall be subject to the license terms applicable to Software.
F.
No Combination with Open Source Software. Some third- p a r t y 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 Archer grants Customer the rightto incorporate, modify, combine or distribute any of the Archer Software licensed hereunder, then Customer shall not incorporate,
modify, combine or distribute the Archer Software with any other computer code in a manner that would subject the Archer Software
to Excluded License Terms.
G. Reservation of Rights. Archer reserves all rights not expressly granted to Customer in this Agreement. Nothing in this Agreement
shall limit in any way Archer's right to develop, use, license, create derivative works of, or otherwise exploit the Software, or topermit third parties to do so.
H. Audit. Archer (including its independent auditors) shall have the right to audit Customer’s usage of the Products no more thanonce annually to confirm compliance with the terms of the Agreement and the Schedule or Quote at Archer’s expense. Archer shallschedule any audit at least thirty (30) days in advance. Any such audit shall be performed during regular business hours and shallnot unreasonably interfere with Customer’s business activities. Should such audit indicate usage of Products in excess of that for
which Customer has paid, in addition to any other rights Archer may have for breach of this Agreement and the Schedule or Quote,
Customer shall promptly reconcile its account with Archer and pay the Archer invoice, if any, that results from such reconciliation.
I. Other License Terms. If a particular Product or component is covered by its own license terms (“Separate License Terms”),
typically in the form of a (i) "click-to-accept" agreement included as part of the installation and/or download process, or (ii) "shrinkwrap" agreement included in the packaging for the Product, or (iii) notice indicating that by installation and/or use thereofthe related
license terms apply, then, in case of conflict with the terms of this Agreement, such Separate License Terms shall (a)prevail with regard to Products or components for which Archer is not the licensor; and (b) not prevail with regard to a Product orcomponent for which Archer is the licensor.
5. PRODUCTWARRANTY.
A. Software. Archer warrants that Software will substantially conform to the applicable Documentation for such Software and thatany physical media provided by Archer will be free from manufacturing defects in materials and workmanship until the expirationof the warranty period. Archer does not warrant that the operation of Software shall be uninterrupted or error free, that all defects canbe corrected, or that Software meets Customer’s requirements, except if expressly warranted by Archer in its quote. Support Services
for Software are available for separate purchase and the Support Options are identified at the Product Notice.
B. Duration. Unless otherwise stated on the Archer quote, the warranty period from Archer for Products shall be as set forth at
the Product Notice. Software warranty commences upon Delivery of the media or the date Customer is notified of electronic
availability, as applicable.
C. Customer Remedies.
i. Software. If Customer discovers a non-conformity in the Software during the Warranty Period, then Archer’s entire liability
and Customer’s exclusive remedy shall be as follows: Customer shall submit to Archer a written report describing the nonconformity in sufficient detail to permit Archer to reproduce such non-conformity. If Archer successfully reproduces the reported
non-conformity and confirms that it is a non-conformity, then Archer shall use commercially reasonable efforts, at its option, to (1)correct the non-conformity,(2) provide a work around or software patch (a “Fix”), or (3) replace the Archer Software. If Archer determines that none of thesealternatives is reasonably available, then, upon Customer’s request, Archer shall refund any payments that Customer has made forInternal Use - Confidential

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the affected Archer Software and accept its return. This warranty applies only to the initial delivery of the Archer Software.
D. Exclusions. Warranty does not cover problems that arise from (i) accident or neglect of the Product by Customer orany
third party; (ii) any third party items or services with which the Product is used or other causes beyond Archer’s control; (iii)
installation, operation or use not in accordance with Archer’s instructions or the applicable Documentation; or (iv) use in anenvironment, in a manner or for a purpose for which the Product was not designed; or (v) modification, alteration or repair by anyone
other than Archer or its authorized representatives (collectively, the “Excluded Claims”). Archer has no obligation whatsoever for
Software installed or used beyond the licensed use,for or whose original identification marks have been altered or removed.
E. No Further Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTEDBY APPLICABLE LAW, WITH REGARD TO PRODUCTS, SERVICES OR ANY OTHER ITEMS OR MATTERS ARISINGHEREUNDER, Archer (INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS WARRANTIES,WRITTEN OR ORAL,
AND DISCLAIMS ALL IMPLIED WARRANTIES. INSOFAR AS PERMITTED UNDER APPLICABLE LAW, ALL OTHERWARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITEDTO, THE IMPLIED WARRANTIESOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY
WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE
OF TRADE.
6. SERVICES.
A. Maintenance Services. Archer shall provide Maintenance Services in accordance with applicable Maintenance Services
terms and conditions contained at the following hyperlink: https://www.archerirm.com/company/standard-form-agreements.
B. Other Services. Archer will provide other pre-packaged Services including Training Services (other than Maintenance
Services which shall be provided pursuant to Section 6.A above), subject to availability, in accordance with Archer’s price list in
effect at the time such Services are ordered, and in accordance with the relevant Professional Services terms and conditions
contained at the following hyperlink: https://www.archerirm.com/company/standard-form-agreements.
7. INDEMNITY.
A. Customer Indemnity. Customer will defend and indemnify Archer and its Affiliates against any third party claim resulting or arisingfrom:(i) Customer’s failure to obtain any appropriate license, intellectual property rights, or other permissions, regulatory certifications, orapprovals associated with technology or data that Customer provides to Archer or its Affiliates, or with non-Archer software orother components that Customer directs or requests that Archer or its Affiliates use with, install, or integrate as part of the Products
or Services;(ii) Customer’s violation of Archer’ or its Affiliates’ proprietary rights;(iii) Customer’s misrepresentation of facts regarding an export license or any allegation made against Archer or its Affiliates due
toCustomer’s violation or alleged violation of applicable export laws;(iv) Customer’s transfer or provision of access to Excluded Data to any Supplier or its Affiliates; or(v) the Excluded Claims.
(vi) “Excluded Data” means: (i) data that is classified, used on the U.S. Munitions list (including software and technical data) or
both; (ii) articles, services, and related technical data designated as defense articles and defense services; and (iii) ITAR
(International Traffic in Arms Regulations) related data; and (iv) other personally identifiable information that is subject toheightened security requirements as a result of Customer’s internal policies or practices or by law. Customer acknowledges that
products and services provided under the CSA are not designed to process, store, or be used in connection with Excluded Data.
Customer is solely responsible for reviewing data that will be provided to or accessed by Suppliers to ensure that it does not containExcluded Data.
B. Indemnification Process. A party’s duty to defend and indemnify under this section is contingent upon the party seeking
indemnity:(i) sending prompt written notice of the matter to the party providing indemnity and taking reasonable steps to mitigate
damages; (ii) granting to the party providing indemnity the sole right to control the defense and resolution of the matter; and(iii) cooperating with the party providing indemnity in the defense and resolution of the matter and in mitigating any
damages.
8. LIMITATION OF LIABILITY. Limitations on Damages. The limitations, exclusions and disclaimers stated below
apply to any and all disputes, claims, or controversies (whether in contract, tort, or otherwise) related to or arising out of the
CSA or any quote or Order (“Dispute”). The terms of this Section are agreed allocations of risk constituting part of theconsideration for Archer’s sale of products and services to Customer and will apply even if there is a failure of the essential
purpose of any limited remedy, and regardless whether a party has been advised of the possibility of the liabilities.
A. (1). Limitation on Direct Damages. Except for Customer’s obligations to pay for products and services, Customer’s
violation of the restrictions on use of products and services or Archer’s or its Affiliates’ intellectual property rights, or a party’s
indemnity obligation stated in the Section above titled “Indemnity”, each party’s total liability arising out of any Dispute or
any matter under this CSA, is limited to the amount Customer paid to Archer during the twelve months before the datethat the matter or Dispute arose for the product, services, or both that are the subject of the Dispute, but excluding amounts
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received as reimbursement of expenses or payment of taxes.
A. (2). No Indirect Damages. Except for Customer’s payment obligations and violation of Archer’s or its Affiliates’ intellectual
property rights, neither Archer nor Customer has liability to the other for special, consequential, exemplary, punitive,
incidental, or indirect damages, or for lost profits, loss of revenue, loss or corruption of data, or loss of use, or procurementof substitute products or services.
B. Regular Back-ups. Customer is solely responsible for its data. Customer must back up its data before Archer performs any
remedial, upgrade, or other work on Customer’s production systems. If applicable law prohibits exclusion of liability for lost data,then Archer will only be liable for the cost of the typical effort to recover the lost data from Customer’s last available back-up.
C. Limitation Period. Except as stated in this Section, all claims must be made within the period specified by applicable law.If
the law allows the parties to specify a shorter period for bringing claims, or the law does not provide a time at all, then claims must
be made within twelve months after the cause of action accrues.
D. Suppliers and Affiliates. The foregoing limitations shall also apply in favor of Archer’s Suppliers and Affiliates.
9.
TRADE COMPLIANCE. Customer’s purchase of licenses for Software and access to related technology (“Materials”) arefor its own use, not for resale, export, re-export, or transfer. Customer is subject to and responsible for compliance with the export
control and economic sanctions laws of the United States and other applicable jurisdictions. Materials may not be used, sold,leased, exported, imported, re-exported, or transferred except with prior written authorization by Archer. or its Affiliates and incompliance with such laws, including, without limitation, export licensing requirements, end-user, end-use, and end-destination
restrictions, and prohibitions on dealings with sanctioned individuals and entities, including but not limited to persons on the Officeof Foreign Assets Control's Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce Denied
Persons List. Customer represents and warrants that it is not the subject or target of, and that Customer is not located in a country
or territory (including without limitation, North Korea, Cuba, Iran, Syria, and Crimea) that is the subject or target of, economic
sanctions of the United States or other applicable jurisdictions. Customer understands and will comply with all applicableprovisions of the U.S. Arms Export Control Act (AECA) and the U.S. International Traffic in Arms Regulations (ITAR) in
Customer’s receipt, use, transfer, modification, or disposal of Software. Customer acknowledges that any use, modification, or
integration of the Software in or with defense articles or in the provision of defense services is not authorized by Archer, and that
Archer will not provide warranty, repair, customer support, or other services in connection with such end uses. Customer
certifies that any software, disk images, or other data provided to Archer in connection with the purchase of the Software will notcontain technical data, software, or technology controlled by the ITAR or AECA, and that if Customer later
returns the Software to Archer or grants Archer access to the Software, Customer will not include or otherwise make available toArcher any such technical data, software, or technology. Customer agrees to indemnify and hold Archer harmless for any liability,
loss,damage, cost, expense, or penalty arising from Customer’s non-compliance with the AECA, ITAR, or the provisions of thisSection.
10. CONFIDENTIALITY. “Confidential Information” means any information that is marked “confidential” or “proprietary” or
any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed orally, is identified
as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled andprovided in tangible form. Confidential Information does not include information that is (i) rightfully in the receiving party’s
possession without prior obligation of confidentiality from the disclosing party; (ii) a matter of public knowledge; (iii) rightfully
furnished to the receiving party by a third party without confidentiality restriction; or (iv) independently developed by the receiving
party without reference to the disclosing party's Confidential Information. Each party shall (a) use Confidential Information of theother party only for the purposes of exercising rights or performing obligations in connection with this Agreement or any purchaseorder hereunder; and (b) protect from disclosure to any third parties, by use of a standard of care equivalent to that as used byrecipient to protect its own information of a similar nature and importance, and, no less than the use of reasonable care, any
Confidential Information disclosed by the other party for a period commencing upon the date of disclosure until three (3) years
thereafter, except with respect to (1) Customer data to which Archer may have access in connectionwith the provision of Services,which shall remain Confidential Information until one of the exceptions stated in the above definition of Confidential Information
applies; and (2) Confidential Information that constitutes, contains or reveals, in whole or inpart, Archer proprietary rights, whichshall not be disclosed by the receiving party at any time, and (3) Products, Software Releases, Evaluation Products, Training
Materials and Documentation, which shall remain Confidential Information until one of the exceptions stated above applies.
Customer may not disclose the results of any performance tests of the Software to any third partywithout Archer’s prior written
approval. Notwithstanding the foregoing, the receiving party may disclose Confidential Information(A) to its Affiliate for the purpose of fulfilling its obligations or exercising its rights hereunder as long as such Affiliate complies
with the foregoing; and (B) to the extent required by law (provided the receiving party has given the disclosing party prompt notice).
Each party acknowledges that any breach of the provisions of this Section 10 would result in serious and irreparable injury to thenon- breaching party for which the non-breaching party cannot be adequately compensated. Each party agrees, therefore, that, in
addition to any other remedy that the non-breaching party may have, the non-breaching party is entitled to seek both temporary
and permanent injunctive relief without the necessity of proving actual damages.
The parties do not intend to disclose to one another hereunder information that would be covered by the Gramm-Leach-Bliley Act,the Health Insurance Portability and Accountability Act of 1996 or similar privacy legislation within or outside of the United States.
Accordingly, neither party shall disclose to the other hereunder any of the following information regarding either party’s employees,
customers, suppliers or other business partners: protected health information (as defined at 45 CFR 164.501), social security
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numbers, driver’s license numbers, credit card numbers or similar government identity numbers or personal financial accountnumbers.
11. TERM AND TERMINATION. This Agreement takes effect on the Effective Date and continues until terminated for cause;
provided that in such cases the breaching party is notified of the cause for termination and, in the event a remedy is possible, isfirst afforded thirty (30) days to remedy the cause for termination. Any provision that by its nature or context is intended to survive
any termination or expiration, including but not limited to provisions relating to paymentof outstanding fees, confidentiality andliability, shall so survive.
Upon any termination of this Agreement or Customer’s license to use the Software, upon Archer’s request, Customer shall promptly
return to Archer, or destroy and certify in writing to Archer, that it has destroyed the original and all copies, in whole or in part, in
anyform, of the Software, Documentation, and any other Confidential Information disclosed by Archer under this Agreement. The
termination of this Agreement shall not (a) discharge any payment obligations accrued as of the effective date of such termination,even if such obligations are payable after the termination date, or (b) entitle Customer to a refund of any amounts previously paid
to Archer.
12. MISCELLANEOUS.
A. References. Each party shall not, and shall not authorize or assist another to, originate, produce, issue or release any written
publicity, news release, marketing collateral or other publication or public announcement, relating in any way to this Agreement,
without the prior written approval of the other, which approval shall not be unreasonably withheld; provided, however,that Archer
may identify Customer for reference purposes and use Customer’s logo in its marketing material unless and until Customer
expressly objects in writing.
B. Notices. Any notices hereunder shall be in writing, and shall be 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, (iv) by facsimiletransmission with confirmation of receipt, or (v) by email, with confirmation of receipt. Notices shall be sent to the address,
facsimile number or email address set forth above, or at such other address, facsimile number or email address as provided to theother party in writing.
C. Entire Agreement. This Agreement and if Customer is purchasing directly from Archer, each quote, schedule and purchaseorder(i) comprise the complete statement of the agreement of the parties with regard to the subject matter thereof; and (ii) may be
modified only in a writing with evidence of acceptance by both parties. All terms of any purchase order 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 thisAgreement and/or Archer quote or schedule, shall be null and void and of no legal force or effect, even if Archer does not expressly
object to such terms when accepting a purchase order or similar document provided by Customer. In case of any conflict between
a schedule or quote and this Agreement, the schedule or quote shall control.
D. Force Majeure. Except for payment of fees, if a party’s performance of its obligations is prevented or interfered with due toany force majeure event, including 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 (“Non-Performance Cause”), suchParty shall (i)promptly notify the other; and (ii) be excused from the performance of the affected obligations on a day-for-day basis, during
the Force Majeure Event;(iii) use reasonable efforts to avoid or remove the Non-Performance Cause; and (iv) move to resume performance as soon as
possible after the Non-Performance Cause is removed or ceases.
E. Assignment. Customer shall not assign this Agreement or a purchase order or any right herein or delegate any performance
without Archer’s prior written consent, which consent shall not be unreasonably withheld. Archer may use Archer Affiliates
or other sufficiently qualified subcontractors to provide Services to Customer, provided that Archer shall remain responsible to
Customer for the performance thereof.
F. Governing Law. This Agreement is governed by: (i) the laws of the Commonwealth of Massachusetts when Archer means
RSA Security LLC; (ii) the laws of the applicable country in which the applicable RSA affiliate is registered to do business when
RSA means the local RSA affiliate (as applicable), and (iii) the laws of Ireland when RSA means RSA Security& Risk Ireland
Limited. 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, Customerconsents to thesole and exclusive personal jurisdiction of the courts of competency in the location where Archer is domiciled.
G. Waiver. No waiver shall be deemed a waiver of any prior or subsequent default hereunder.
H. Independent Contractors. The parties shall act as independent contractors for all purposes under this Agreement. Nothing
contained herein shall be deemed to constitute either party as an agent or representative of the other party, or both parties as joint
venturers or partners for any purpose. Neither party shall be responsible for the acts or omissions of the other party, and neither
party shall have authority to speak for, represent or obligate the other party in any way without the prior writtenapproval of theother party.
I. Partial Invalidity. If any part of this Agreement, a purchase order,or an Archer quote is held unenforceable, the validityof theremaining provisions shall not be affected.
13. COUNTRY SPECIFIC TERMS.
A. United Kingdom. The terms in this subsection A apply only when Archer means the RSA sales subsidiary located in theInternal Use - Confidential

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United Kingdom (currently RSA Security UK Limited):
1. Section 5E (Warranty Exclusions). The entire section is deleted and replaced with:
E. Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in this Agreement, Archer (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 BYSECTION 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 PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY ARISINGBYSTATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.
2. Section 8 (LIMITATION OF LIABILITY). This Section is deleted in its entirety and replaced with:
8. LIMITATION OF LIABILITY AND PRESERVATION OF DATA.
A. The entire aggregate liability of Archer (including its suppliers) under or in connection with the supply of the Hardware
or Software, whether in tort (including negligence), for breach of contract, misrepresentation or otherwise, is limited in
respect of each event or a series of events: (i) to the amounts actually paid by Customer for the Software or Hardware whichgive rise to such liability during the twelve (12) month period immediately preceding the date of the cause of actiongiving
rise to such claim; or (ii) Great British Pounds Sterling one million (£1,000,000), whichever is the greater amount. Inno event
shall Archer (including its suppliers) or Customer be liable to the other or any other person or entity for loss of profits,loss ofrevenue, loss of use or any indirect, special, incidental, consequential or exemplary damages arising out of or in connection
with this Agreement, the license of the Software, and the use, performance, receipt or disposition of such Software or
Hardware, even if such party has been advised of the possibility of such damages or losses. Nothing in this Agreement shall
operate to exclude or restrict Archer’s liability for: (a) death or personal injury resulting from negligence; (b) breach ofobligations arising from 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 theAgreement, the Customer shall:
1) from a point in time prior to the point of failure, (i) make full and/or incremental backups of data 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) andaffect 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 Power Supplies; and
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 Archer recommended versions and that any proposed changes thereto
shall be communicated to Archer in a timely fashion.
3. Section 12 (MISCELLANEOUS). Add the following as new subsection K:
J. Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have noremedy 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. Theonly
remedy available to Customer for a breach of the warranties shall be for breach of contract under the terms of thisAgreement. Nothing in Section 8 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 partyto thisAgreement. If any part of this Agreement is held unenforceable, the validity of the remaining provisions shall not beaffected.
B. Ireland. The terms in this subsection B apply only when Archer means the RSA sales subsidiary located in Ireland (currently
RSA Security & Risk Ireland Limited):
1. Section 5E (Warranty Exclusions). The entire section is deleted and replaced with:
E. Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in this Agreement and the applicable
exhibits, Archer (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 FORPURPOSE, DESCRIPTION, AND QUALITY ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENTPERMITTED UNDER APPLICABLE LAW.
2. Section 8 (LIMITATION OF LIABILITY). This section is deleted in its entirety and replaced with the following:
8. LIMITATION OF LIABILITY.
A. Archer does not exclude or limit its liability to the Customer for death or personal injury, or, breach of obligations impliedby 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 thefraud or fraudulent misrepresentation of Archer, its employees or agents.
B. Subject always to subsection 8.A, the liability of Archer (including its suppliers) to the Customer under or in connection
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with an order, whether arising from negligent error or omission, breach of contract, or otherwise (“Defaults”) shall be: (i) the
aggregate liability of Archer for all Defaults resulting in direct loss of or damage to the tangible property of the Customer shallbelimited to damages which shall not exceed the greater of two hundred per cent (200%) of the applicable price paid and/or payablefor the Software or Hardware, or one million euros (€1,000,000); or (ii) the aggregate liability of Archer for all Defaults, otherthanthose governed by subsection 8.B(i) shall be limited to damages which shall not exceed the greater of one hundred and fifty
percent (150%) of the applicable price paid and/or payable or five hundred thousand euro (€500,000).
C. In no event shall Archer (including its suppliers) be liable to Customer for (i) loss of profits, loss of business, loss of revenue,
loss of use, wasted management time, cost of substitute services or facilities, loss of goodwill or anticipated savings, loss of orloss 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 back-ups of data or any other matter under the control of the Customer. For the purposes of thisSection 8, 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 8 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 ordamage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out
in this Section 8.
E. The parties expressly agree that any order for specific performance made in connection with this Agreement in respect ofArcher shall be subject to the financial limitations set out in sub-section 8.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 of data 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 ofdata
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, andin 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 across the network; and
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 Archer recommended versions and that any proposed changes thereto shallbecommunicated to Archer in a timely fashion.
3. Section 8.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 arising out of or inconnection with this Agreement more than twenty-four (24) months after the date of the cause of action giving rise to such claim.
C. European Union. The terms in this subsection C apply only when Archer means an RSA sales subsidiary located in 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 human readable form the Software without Archer'sprior written consent, except to the extent that local, mandatory law grants Customer the right to decompile such Software inorder to obtain information necessary to render such interoperable with other software. In such event, Customer shall first inform
Archer of its intention and request Archer to provide Customer with the necessary information. Archer may impose reasonableconditions on the provision of the requested information, including the payment of a reasonable fee.
D. Australia. The terms in this subsection D apply only when Archer means the RSA sales subsidiary located in Australia (currently
RSA Security Australia Pty. Ltd.:
1. Section 8 (LIMITATION OF LIABILITY). This section is amended by the insertion of the new section 8.A(3), as follows:
8.A.(3). Fair Trading Legislation. Trade Practices Legislation: Archer's liability under any statutory right or any condition or
warranty, including any implied by any State Fair Trading Act or the Competition and Consumer Act 2010 is, to the maximum
extent permitted by law, excluded. To the extent that such liability cannot be excluded, Archer's liability is limited at the option ofArcher to any one or more of the following: (i) the replacement thereof or the supply of its equivalent; (ii) the repair thereof; (iii)thepayment of the cost of replacement thereof or of acquiring its equivalent; or (iv) the payment of the cost of having such repaired.
E. New Zealand - The terms in this subsection E apply only when Archer means the RSA sales subsidiary located in New
Zealand(currently EMC NEW ZEALAND CORPORATION LIMITED Company number 2384451):

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1. Section 8 (LIMITATION OF LIABILITY). This section is amended by the insertion of the new section 8.A(3), as
follows: 8.A.(3). Fair Trading Legislation. Archer'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, tothe maximum extent permitted
by law, excluded. To the extent that such liability cannot be excluded, Archer's liability is limited at the option of Archer to any
one
or more of the following: (i) the replacement thereof or the supply of its equivalent; (ii) the repair thereof; (iii) the paymentof the cost of replacement thereof or of acquiring its equivalent; or (iv) the payment of the cost of having such repaired.
F. France - The terms in this subsection C apply only when Archer means a sales subsidiary located in France (currently RSA
SecurityFrance SAS):
1. Section 2B: The following is added at the end of this section: A forty (40) euro penalty will also be charged in accordancewith article L441-3 of the French Commercial Code.
2. Section 8 (Limitation of Liability). This section is deleted in its entirety and replaced with the following:
8. LIMITATION OF LIABILITY. Limitations on Damages. The limitations, exclusions and disclaimers stated below
apply to any and all disputes, claims, or controversies (whether in contract, tort, or otherwise) related to or arising out of
the CSA or any quote or Order (“Dispute”). The terms of this Section are agreed allocations of risk constituting part of theconsideration for Archer’s sale of products and services to Customer and will apply regardless whether a party has been advisedof the possibility of the liabilities.
A. (1). Limitation on Direct Damages. Except for Customer’s obligations to pay for products and services, Customer’s
violation of the restrictions on use of products and services or Archer’s or its Affiliates’ intellectual property rights, or a party’s
indemnity obligation stated in the Section above titled “Indemnity”, and any other liability that cannot be excluded or limitedby the applicable law, each party’s total liability arising out of any Dispute or any matter under this CSA, is limitedto theamount Customer paid to Archer during the twelve months before the date that the matter or Dispute arose for the product,
services, or both that are the subject of the Dispute, but excluding amounts received as reimbursement of expenses or paymentof taxes.
A. (2). No Indirect Damages. Except for Customer’s payment obligations and violation of Archer’s or its Affiliates’
intellectual property rights, neither Archer nor Customer has liability to the other for special, consequential, exemplary,punitive, incidental, or indirect damages, or for lost profits, loss of revenue, loss or corruption of data, or loss of use, or
procurement of substitute products or services.
B. Regular Back-ups. Customer is solely responsible for its data. Customer must back up its data before Archer performs any
remedial, upgrade, or other work on Customer’s production systems. If applicable law prohibits exclusion of liability for lost
data, then Archer will only be liable for the cost of the typical effort to recover the lost data from Customer’s last available
back-up.
C. Limitation Period. Except as stated in this Section, all claims must be made within the period specified by applicable law.
If the law allows the parties to specify a shorter period for bringing claims, or the law does not provide a time at all, thenclaims must be made within twelve months after the cause of action accrues.
D. Suppliers and Affiliates. The foregoing limitations shall also apply in favor of Archer’s Suppliers and Affiliates.
G. Germany – The terms in this subsection G apply only when Archer means RSA Security Germany GmbH, Regus BusinessCenter, Josephspitalstrasse 15, 80331 Munchen, Germany:
1. Preamble: The waiver of rights to any claim concerning enforceability shall not apply.
2. Section 4.C, Licensed Copies: the following sentence shall be added: The Customer has the right to make a backup copy of
the Software.
3.1 Section 5.C, Duration: Except for cases of gross negligence and willful misconduct, in which statutory provisions apply,and unless a different warranty period has been agreed in a particular case, claims for defects in Products shall become timebarred upon expiration of the warranty period set forth in the Product Notice. To the extent the foregoing does not lead toa
different period, warranty period shall be one (1) year. Product warranty commences upon Delivery. Product upgrades are
warranted in the same manner as the Product in which the upgrades are installed from Delivery of the upgrade until theend of
the warranty period for the Product into which the upgrades are installed.
3.2 Section 5.D, Customer Remedies shall be replaced in its entirety with:(i) Software Warranty, Duration and Remedy.
Archer warrants to Customer that the Software will, substantially conform to the applicable Documentation, provided that the Software:(a) has been properly installed and used at all times in accordance with the applicable Documentation; and (b) has not been
modified or added to by persons other than Archer or its authorized representative.
Except for cases of gross negligence and willful misconduct, in which statutory provisions apply, and unless a different warranty
period has been agreed in a particular case, claims for defects in Products shall become time-barred upon expiration of the warranty
period set forth in the Product Notice. To the extent the foregoing does not lead to a different period, warranty period shall be one(1) year. Software warranty commences upon Delivery or notice of availability for electronic download.
In case of a defect notified to Archer, Archer shall, at its option, either remedy the defect or replace the affected Product. If Archer
is unable to effect such within a reasonable time and Customer has notified Archer in writing of the breach with the request to remedy
the defect within a reasonable time period to no avail (whereby Customer shall grant to Archer a reasonable number of attempts (butno less than three) to cure the defect), then Customer has the right to reduce the remuneration or to rescind the purchase order for theInternal Use - Confidential

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Product concerned. Customer is entitled to the foregoing rights also without setting a grace period if Archer has seriously anddefinitely refused to cure a defect.
If Customer rescinds the purchase order, Archer shall refund the amount paid by Customer for the Product concerned as depreciatedon a straight line basis over a five (5) year period, upon return of such Product to Archer.
(ii) Lease Contracts. The provisions on statutory warranty for lease contracts (sec. 536 et seq German Civil Code (BGB)) shall not
apply.
5. Section 5.F, No Further Warranties: shall be deleted.
6. Section 8 Limitation of liability: shall be replaced in its entirety with:
8. LIMITATION OF LIABILITY. For all claims of Customer for damages under or in connection with this CSA or any quoteor order, whatever the legal basis (including liability for defects, other breaches of contract and tort) may be, the following shallapply:
A. Unrestricted liability. In case of death or personal injury, in case of EMC’s gross negligence or willful misconduct, and incase of claims under the German Product Liability Act (Produkthaftungsgesetz), Archer shall be liable to Customer according tostatutory law.
B.
Restricted Liability. In all other cases, the following shall apply:(i) Archer’s liability shall be limited to typical, foreseeable damages.
(ii) Unless a differing liability cap is expressly agreed otherwise, the typical foreseeable damages shall, for each damaging event,
not exceed the total price paid by Customer to Archer for the Products and Services (calculated on an annual basis in case ofongoing Services to be provided for a period of more than one year) in relation to which such claim arises, but in any event notless than 100.000,00 EUR and not more than 1.000.000,00 EUR.
(iii) Archer shall be liable to Customer only if Archer has breached a material contractual obligation (i. e. an obligation theperformance of which is essential to allow the implementation of the agreement, and the compliance with which Customer usually
may rely on).
(iv) Archer shall not be liable for any consequential or indirect damages to the extent such damages are untypical or unforeseeable.
C. Guarantees. Archer does not give a guarantee in relation to Products or Services (Beschaffenheitsgarantie) that would entail
an unlimited liability of Archer or a liability regardless of negligence or fault pursuant to the German Civil Code, except if an
unlimited liability and/or liability regardless of negligence or fault has been expressly agreed in writing. The mere use of terms
like “to guarantee”, “to ensure” or similar wording shall not be considered sufficient to establish such liability, but a binding
contractual commitment of Archer that is subject to the agreed limitation of liability.
D. Regular Back-ups. As part of its obligation to mitigate damages, Customer shall take reasonable data back-up measures. In
particular, Customer shall provide for a daily back-up process and back-up the relevant data before Archer performs any remedial,
upgrade or other works on Customer’s production systems. To the extent Archer’s liability for loss of data is not anyway excluded
under this Master Agreement, Archer shall in case of data losses only be liable for the typical effort to recover the data which would
have accrued if Customer had appropriately backed up its data.
E. Limitation Period. Except for claims relating to cases of unrestricted liability set forth in section A above (“Restricted
Liability”) the following applies: All claims for damages based on defects of Products or Services shall be time-barred 12 months
after delivery, except if the parties have agreed on a shorter warranty period. The limitation period for all other claims for damages
shall be eighteen (18) months after the cause of action accrues, unless statutory law provides for a shorter limitation period.
F. Suppliers. The foregoing limitations shall also apply in favor of Archer’s employees and Suppliers.
7. Section 12.F Governing Law: the following sentence shall be added: To the extent permitted by law, the courts of the city ofFrankfurt am Main shall be exclusively competent to rule on disputes arising out of or in connection with this CSA.
14.
CUSTOMER OBLIGATIONS
A. Customer may not engage any third parties to conduct security audits of Archer Products without the prior written consent of Archer.
B. Customer agrees to comply with the Archer Security Vulnerability Reporting Policy.
15
CLOUD AND HOSTING SERVICESA.
In the event Customer purchases cloud or hosting services from Archer with respect to an Archer Product, Archer shallprovide suchservices, subject to the applicable cloud or hosting services terms, available at:https://www.archerirm.com/company/standard-form-agreements

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