End User License Agreement
READ THIS end user license AGREEMENT ("EULA") BEFORE INSTALLING OR USING THE
PRODUCT TO WHICH THIS EULA APPLIES. BY ACCEPTING THIS EULA, COMPLETING THE
REGISTRATION PROCESS, AND/OR INSTALLING OR USING THE PRODUCT, YOU AGREE ON
BEHALF OF YOURSELF AND YOUR COMPANY (IF APPLICABLE) TO THE TERMS BELOW. IF YOU
DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR
COMPANY, DO NOT INSTALL, REGISTER FOR OR USE THE PRODUCT, AND DESTROY OR
RETURN ALL COPIES OF THE PRODUCT. ONCE YOU HAVE DONE THIS, YOU MAY REQUESTFROM THE POINT OF PURCHASE A FULL REFUND OF THE LICENSE FEES, IF ANY, PAID FOR THE
PRODUCT (OR, IF THE PRODUCT IS PROVIDED TO YOU AS A HOSTED SERVICE, A REFUND OF
THE PREPAID SERVICE FEES FOR THE REMAINDER OF THE SUBSCRIPTION PERIOD OF THE
PRODUCT). SUCH REQUEST MUST BE COMPLETED WITHIN THIRTY (30) DAYS OF DELIVERY OF
THE PRODUCT TO YOU. UNLESS OTHERWISE SPECIFIED IN THIS EULA, PROGRESS SOFTWARECORPORATION IS THE LICENSOR OF THE PRODUCT. THE LICENSOR MAY BE REFERRED TO
HEREIN AS "Licensor", "we", "us", or "our". IF YOU ARE AGREEING TO THIS EULA ON BEHALF OFYOURSELF IN YOUR INDIVIDUAL CAPACITY, THEN YOU ARE THE LICENSEE AND YOU MAY BE
REFERRED TO HEREIN AS "Licensee", "you", or "your". IF YOU ARE AGREEING TO THIS EULA ON
BEHALF OF YOUR COMPANY, THEN YOUR COMPANY IS THE LICENSEE AND ANY REFERENCES
TO "Licensee", "you", or "your" WILL MEAN YOUR COMPANY.
This EULA includes the following sections:
1. GENERAL TERMS AND CONDITIONS – these terms apply to all Products ;2.A. TERMS FOR ON-PREMISE PRODUCTS – these terms apply to Products that you or Permitted
Third Parties install on computers ;2.B. TERMS FOR HOSTED SERVICES – these terms apply to Products that we host;
3. PRODUCT FAMILY SPECIFIC TERMS – these terms apply to all Products that are part of thefamily of Products referenced in this section; and4. PRODUCT SPECIFIC TERMS – these terms apply to specific Products referenced in thissection.

1. GENERAL TERMS AND CONDITIONS
1.1. Definitions.
1.1.1. " Affiliate " means any legal entity that directly or indirectly controls, is controlled by, or isunder common control with you or us. For the purposes of this definition, "control" meansownership, directly or indirectly, of more than fifty percent (50%) of the voting shares or other
equity interest in an entity.
1.1.2. " Applicable Laws " means national, federal, state, and local laws, rules, and regulations
including, without limitation, those laws and regulations relating to data privacy and security ineach applicable jurisdiction.
1.1.3. " Authorized Reseller " means a third party who is not our Affiliate and who is authorized
by us or our Affiliate to resell the Product.

1.1.4. " Authorized User " means you, your employee or a third-party consultant or agent thatyou authorize to use the Product for your benefit in accordance with section 1.2.3 (Third Party
Use).
1.1.5. " Documentation " means any technical instructions or materials describing theoperation of the Product made available to you (electronically or otherwise) by us for use with
the Product, expressly excluding any user blogs, reviews or forums.
1.1.6. " Hosted Services " means computer software program(s), content and related services
provided by us on a software-as-a-service basis through computers we or our Affiliates or our
respective contractors (including cloud infrastructure suppliers) control.
1.1.7. " Intellectual Property Rights " means any and all current and future (a) rights associatedwith works of authorship, including copyrights, mask work rights, and moral rights; (b)trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial
property rights; (e) layout design rights, design rights, and other proprietary rights of every kindand nature other than trademarks, service marks, trade dress, and similar rights; and (f)registrations, applications, renewals, extensions, or reissues of any of (a) to (e) , in each case, inany jurisdiction throughout the world.
1.1.8. " On-Premise Product(s) " means computer software program(s) provided to you to
download, install and use on computer(s) controlled directly or indirectly by you.
1.1.9. " Order " means a written or electronic order document entered into between you and us(or our Affiliate or an Authorized Reseller) for the Product. Unless an Order says something
different, each Order will be governed by the terms of this EULA and include the name of the
Product being licensed and any usage limitations, applicable fees, and any other details related
to the transaction.
1.1.10. " Our Technology " means any software, code, tools, libraries, scripts, application
programming interfaces, templates, algorithms, data science recipes (including any sourcecode for data science recipes and any modifications to such source code), data science
workflows, user interfaces, links, proprietary methods and systems, know-how, trade secrets,techniques, designs, inventions, and other tangible or intangible technical material, information
and works of authorship underlying or otherwise used to make available the Product, including,
without limitation, all Intellectual Property Rights therein and thereto.
1.1.11. " Permitted Third Party " has the meaning given in section 1.2.3 (Third Party Use).
1.1.12. " Product " means the On-Premise Product(s) or Hosted Services, as applicable,
identified in an Order, and any Updates.
1.1.13. " Update " means any update, enhancement, error correction, modification or new
release to the Product that we make available to you.
1.2. General License Terms, Restrictions and Order of Precedence.
1.2.1. General License Terms . The Product is licensed, not sold, to you by us under the termsof this EULA and the Order. The scope of license granted by us to you for the Product is set out insection 3 (Product Family Specific Terms) and section 4 (Product Specific Terms).

1.2.2. Authorized Users . Anything your Authorized Users do or fail to do will be considered youract or omission, and you accept full responsibility for any such act or omission to the extent you
would be liable if it were your act or omission.
1.2.3. Third Party Use . You may allow your agents, contractors and outsourcing service
providers (each a " Permitted Third Party ") to use the Product(s) licensed to you hereundersolely for your benefit in accordance with the terms of this EULA and you are responsible for any
such Permitted Third Party’s compliance with this EULA in such use. Any breach by any
Permitted Third Party of the terms of this EULA will be considered your breach.
1.2.4. Restrictions . Except as otherwise expressly permitted in this EULA, you will not (and will
not allow any of your Affiliates or any third party to):(a) copy, modify, adapt, translate, or otherwise create derivative works of the Product,
Documentation, or any software, services, or other technology of third party vendor(s) or
hosting provider(s) that we or our Affiliate engage;(b) disassemble, decompile or "unlock", decode or otherwise reverse translate or engineer, or
attempt in any manner to reconstruct or discover the source code or underlying structure,ideas, or algorithms of the Product except as expressly permitted by law in effect in thejurisdiction in which you are located;(c) rent, lease, sell, distribute, pledge, assign, sublicense or otherwise transfer or encumber
rights to the Product;(d) make the Product available on a timesharing or service bureau basis or otherwise allow any
third party to use or access the Product;(e) remove or modify any proprietary notices, legends, or labels on the Product orDocumentation;(f) use or access the Product in a manner that: (i) violates any Applicable Laws; (ii) violates therights of any third party; (iii) purports to subject us or our Affiliates to any other obligations; (iv)
could be fraudulent; or (v) is not permitted under this EULA;(g) use the Product to develop, test, support or market products that are competitive with and/or
provide similar functionality to the Product; or(h) permit your Affiliates to access or use the Product unless specifically authorized elsewherein this EULA or the Order.
1.2.5. Limitations on Evaluation or Trial Licenses. If the Product is licensed to you on an
evaluation or trial basis, then you may use the Product only for such purposes until the earlierof: (a) the end of the evaluation period, if any, specified in the Order, this EULA or otherwise
communicated by us to you at the time of delivery; or (b) the start date of a paid for license to
the Product; or (c) termination in accordance with the terms of this EULA. You may not extend
the evaluation period by uninstalling and re-installing the Product(s) or by any other meansother than our written consent. You must not use the Product in a production environment. You
will be required to pay for a license for the Product at our then applicable license price if you
continue to use the Product, whether in a production or non-production environment, after theevaluation license expires or terminates, and the terms and conditions of the EULA in effect atthat time will apply to your continued use of the Product. A Product licensed to you on an
evaluation or trial basis may be subject to one or more usage limits specified in section 3

(Product Family Specific Terms), section 4 (Product Specific Terms), the Order or otherwise
communicated at the time of delivery (including posting of such limits at the location where you
download the Product for evaluation). We may, at our sole discretion, decide whether to offer
any maintenance and support for the Product during the evaluation period, and to include any
conditions or limits on such maintenance and support. You may not circumvent any technicallimitations included in the Product licensed to you on an evaluation or trial basis.
1.2.6. Redistribution . If the Order or section 3 (Product Family Specific Terms) or section 4(Product Specific Terms) grants you the express right to redistribute or offer access to all or a
portion of the Product (" Redistributables "), then, in conjunction with any such grant, you mustcomply with any limitations or requirements specified in the Order, section 3 (Product FamilySpecific Terms) or section 4 (Product Specific Terms), as applicable, and you must distribute oroffer access to the Redistributables subject to a license agreement or terms of use between you
and each third party receiving or accessing the Redistributables (" your customer ") that: (a)protects our interests consistent with the terms contained in this EULA, (b) prohibits yourcustomer from any further distribution of the Redistributables (unless expressly permitted
pursuant to section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms)), (c)includes a limitation of damages clause that, to the maximum extent permitted by applicablelaw, disclaims on behalf of us, our Affiliates or our or their respective licensors, suppliers or
Authorized Resellers, liability for any and all damages, whether direct, special, incidental orconsequential damages, (d) contains terms substantially similar to those in subparts (a)through (g) of section 1.2.4 (Restrictions), section 1.5.1 (Export Compliance) and section 1.5.2(U.S. Government Customers), and (e) includes a notice substantially similar to section 1.2.7(Third Party Notices).
1.2.7. Third Party Notices . The Product may contain or be accompanied by certain third-party
components which are subject to additional restrictions. These components, are identified in,and subject to, special license terms and conditions which, in the case of On-Premise
Product(s), are set out in the "readme.txt" file, the "notices.txt" file, or the "Third Party Software"
file accompanying the Product or portions thereof, and in the case of Hosted Services, are set
out in the third-party license agreement or notices that comes with the third-party component
or is otherwise provided on the web page on which such third-party component is madeavailable (" Special Notices "). The Special Notices include important licensing and warranty
information and disclaimers. Unless otherwise expressly stated for a given third-party
component, all such third-party components may be used solely in connection with the use of
the Product subject to and in accordance with the terms and conditions of this EULA and theSpecial Notices. In the event of conflict between the Special Notices and the other portions of
this EULA, the Special Notices will take precedence (but solely with respect to the third-party
component(s) to which the Special Notice relates).
1.2.8. Order of Precedence between EULA and Order . If there is any conflict between theterms and conditions in the Order and the terms and conditions of this EULA, or if the Orderchanges any of the terms of this EULA, the terms and conditions of the Order will apply, except if
the Order is between you and an Authorized Reseller, or the Order is issued/generated by you. In
the case where the Order is between you and an Authorized Reseller, the terms of the Order will
apply subject to the following: (a) any terms and conditions in the Order imposing obligations on
the Authorized Reseller that are in addition to or different from the obligations we have to you
pursuant to this EULA will be born solely by the Authorized Reseller and our obligations to you
and limits on our liability will be governed solely by the terms and conditions of this EULA and(b) any terms and conditions that conflict with or would otherwise alter any of the following
under this EULA will have no effect unless expressly agreed to in a written instrument executedby us: our ownership rights, yours and our confidentiality obligations, your export complianceobligations, limitations on your rights as a U.S. Government customer (if applicable), our audit
rights, restrictions on your right to assign or governing law and jurisdiction. In cases where theOrder is issued/generated by you, the terms and conditions of Section 1.18.2. of this EULA,
governing a purchase order or other document you supply in connection with this EULA, shallapply to such Order.
1.2.9. Order of Precedence within EULA . If there is any conflict among the terms andconditions of this EULA, or if a section changes the terms of another section within this EULA,
the order of precedence will be as follows: first, section 4 (Product Specific Terms) (if any);
second, section 3 (Product Family Specific Terms) (if any); third, section 2.A (Terms for OnPremise Products) and/or section 2.B (Terms for Hosted Services), as applicable; and fourth andfinally, section 1 (General Terms and Conditions).
1.3. License Types.
1.3.1. Overview of License Types . The license type for the Product will, unless otherwise
specified in this EULA, be one of the following license types: perpetual, term or subscription.
This will be confirmed in the Order or will be the default license type listed in section 3 (Product
Family Specific Terms) or section 4 (Product Specific Terms).
1.3.2. Perpetual License Type . Your license to use the Product will continue in perpetuity
unless earlier terminated in accordance with the terms of this EULA.
1.3.3. Term License Type . Your license to use the Product will continue until the expiration of
the term identified in the Order unless earlier terminated in accordance with the terms of this
EULA. If we continue to make the Product generally available to our customers, you may
purchase a new term license for the Product from us or our Authorized Reseller.
1.3.4. Subscription License Type . Your license to use the Product will continue until the
expiration of the subscription period identified in the Order unless earlier terminated inaccordance with the terms of this EULA. The procedure for renewing your license to the Productis set out in section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms). If
you upgrade your subscription to the Product, the upgrade will take effect immediately and you
will be charged and must pay the applicable fee, and the term of your then-current subscription
period may be extended, as described at the time you upgrade. You may not downgrade asubscription to the Product.
1.4. Our Business Principles. We will apply the principles set out in our Code of Conduct andBusiness Ethics (published on our website at http://investors.progress.com/governance.cfm ) in
our performance under this EULA.
1.5. Export Compliance and U.S. Government Customers.
1.5.1. Export Compliance . Export laws and regulations of the United States and any otherrelevant local export laws and regulations apply to the Products. You agree that such export
control laws, including, without limitation, the U.S. Export Administration Act and its associatedregulations, govern your use of the Product (including technical data), and you agree to comply
with all such export laws and regulations (including "deemed export" and "deemed re-export"
regulations). You agree that no data, information and/or Product (or direct product thereof) will

be exported, directly or indirectly, in violation of these laws, or will be used for any purpose
prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons
proliferation, or development of missile technology.
1.5.2. U.S. Government Customers . If the Product is being acquired by or on behalf of the U.S.
Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the
U.S. Government’s rights in the Product will be only as set out herein. The Product andDocumentation are "commercial items" as that term is defined at 48 C.F.R. 2.101, consisting of"commercial computer software" and "commercial software documentation" as such terms areused in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through227.7202-4, all U.S. Government end users acquire the Product and such Documentation with
only those rights set out herein.
1.6. IP Ownership and Feedback.
1.6.1. IP Ownership. The Product, Our Technology, Documentation, and all other current or
future intellectual property developed by us or our Affiliates, and all worldwide Intellectual
Property Rights in each of the foregoing and all Updates, upgrades, enhancements, newversions, releases, corrections, and other modifications thereto and derivative works thereof,
are the exclusive property of us or our Affiliates or our or their licensors or suppliers. Except for
the rights and licenses expressly granted herein, all such rights are reserved by us and ourAffiliates and our or their licensors and suppliers. All title and Intellectual Property Rights in andto the content that may be accessed through use of the Product is the property of the respective
content owner and may be protected by applicable copyright or other intellectual property laws
and treaties. This EULA grants you no rights to use such content.
1.6.2. Feedback. If you provide us any ideas, thoughts, criticisms, suggested improvements orother feedback related to Our Technology (collectively "Feedback") you own the Feedback andyou grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use,
reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale,make, have made and otherwise exploit the Feedback in any form, media, or technology,
whether now known or hereafter developed, and to allow others to do the same without
restriction or obligation of any kind, on account of confidential information, intellectual property
rights or otherwise, and may incorporate into our products or services any service, product,
technology, enhancement, documentation or other development ("Improvement")
incorporating or derived from any Feedback with no obligation to license or to make available
the Improvement to you or any other person or entity. This is true whether you provide theFeedback through use of the Product or through any other method of communication with us,
unless we have entered into a separate agreement with you that provides otherwise.
1.7. Maintenance.
1.7.1. Our Maintenance and Support Policies. If we offer and you purchase maintenance andsupport for the Product, then it will be provided in accordance with our then current
maintenance and support policies for the applicable Product in effect at the time of purchase.
You may access our maintenance and support policies by clicking on the applicable Productfamily link located at https://www.progress.com/support .
1.7.2. Maintenance and Support for Perpetual or Term License Types. For Perpetual and Term
License Types, unless otherwise expressly stated by us in the Order, first year annual
maintenance and support (if offered by us) is required for the Product and starts on the date theProduct is delivered. Thereafter, you may choose to purchase annual maintenance and support(if offered by us). If you do not purchase renewal maintenance and support services for a
Product, then you will not receive any maintenance and support services for that Product andwill have no entitlement to any benefits of maintenance and support services including, bug
fixes, patches, upgrades, enhancements, new releases or technical support. If you want toreinstate lapsed maintenance and support services on a Product, and we offer reinstatement toour customers, then you may re-instate maintenance and support services by paying the thencurrent fee, plus a reinstatement fee for the lapsed maintenance and support period in
accordance with our maintenance and support reinstatement policies then in effect.
1.7.3. Maintenance and Support for Subscription License Type . If the license type for the
Product licensed to you is the subscription license type, then maintenance and support (ifoffered by us) is included in the subscription fees for each subscription period.
1.8. Fees and Taxes.
1.8.1. Payment Terms and Taxes. All fees payable to us are payable in the currency specified in
the Order, or if no currency is specified, in United States Dollars, are due within 30 days from theinvoice date and, except as otherwise expressly specified herein, are non-cancellable and nonrefundable. We may charge you interest at a rate of 1.5% per month (or the highest rate
permitted by law, if less) on all overdue payments. You agree to pay any sales, value-added orother similar taxes imposed by applicable law that we must pay on such fees, except those
based on our income. Invoices may be issued by our Affiliate. If you and we agree that you will
pay by credit card, you will provide us with valid and updated credit card information and you
authorize us to store such information and bill such credit card for all fees applicable: (a) at thetime that you order the Product and (b) at the time of any renewal or upgrade.
1.8.2. Fees for Renewal Subscription Licenses . If the license type for the Product licensed toyou is the Subscription License Type then each renewal subscription will be calculated at thethen-current price offered for the Product at the time of renewal.
1.8.3. Fees for Renewal Maintenance Terms . If the license type for the Product licensed toyou is a Perpetual license or Term license, then, unless otherwise specified in the Order or in
section 3 (Product Family Specific Terms) or section 4 (Product-Specific Terms), the fee for an
optional annual renewal maintenance and support term for the Product will be calculated
based on the annual rate applicable for the initial maintenance and support term or
immediately preceding renewal maintenance and support term, whichever is applicable, plus arate increase, if applicable, calculated at the lesser of any standard price increase or CPI (orequivalent index) after applying any increases as a consequence of our Lifetime Support policy,
if applicable.
1.8.4. Orders between You and Our Authorized Reseller. Notwithstanding the above terms ofthis section 1.8 (Fees and Taxes), if you purchased your license to the Product and/or
maintenance and support from an Authorized Reseller, then the fees will be set out in the Orderbetween you and the Authorized Reseller. The Authorized Reseller may be responsible for billing
and/or collecting payment from you and if so, the billing and collection terms agreed to between
you and the Authorized Reseller may differ from the terms set out in this section 1.8 (Fees andTaxes).

1.8.5. No Reliance on Future Availability of any Product or Update. You agree that you have notrelied on the future availability of any Product or Updates in your purchasing decision or inentering into the payment obligations in your Order.
1.9. Warranties.
1.9.1. Authority . Each party represents and warrants that it has the legal power and authority toenter into this EULA.
1.9.2. Product Compliance with Documentation . We warrant to you that, for six (6) months
from delivery (in the case of an On-Premise Product) or for the duration of the license (in thecase of a Hosted Service), the Product will comply with the applicable Documentation in allmaterial respects. Your exclusive remedy, and our sole liability, with respect to any breach ofthis warranty will be for us to use commercially reasonable efforts to promptly correct the noncompliance (provided that you notify us in writing within the warranty period and allow us areasonable cure period). If we, at our discretion, reasonably determine that correction is not
economically or technically feasible, we may terminate your license to the Product and provide
you a full refund of the fees paid to us with respect to the Product (in the case of an On-Premise
Product) or a refund of the prepaid fees for the unused portion of the license period (in the caseof a Hosted Service). Delivery of additional copies of, or Updates to, the Product will not restartor otherwise affect the warranty period.
1.9.3. Warranty Exclusions . The warranty specified in section 1.9.2 (Product Compliance with
Documentation) does not cover any Product provided on an unpaid evaluation or trial basis, ordefects to the Product due to accident, abuse, service, alteration, modification or improper
installation or configuration by you, your Affiliates, your or their personnel or any third party notengaged by us.
1.9.4. Warranty Disclaimers . EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THISSECTION 1.9 OR THE ADDITIONAL WARRANTIES (IF ANY) EXPRESSLY STATED IN SECTION 3(PRODUCT FAMILY SPECIFIC TERMS) OR SECTION 4 (PRODUCT SPECIFIC TERMS), THE
PRODUCT, DOCUMENTATION AND OUR TECHNOLOGY ARE PROVIDED "AS IS", WITH ALL
FAULTS, AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NONINFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION,
AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE,OR USAGE OF TRADE. TO THE EXTENT THAT WE MAY NOT AS A MATTER OF APPLICABLE LAWDISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL
BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
1.10. Indemnification.
1.10.1. Our Indemnification Obligation .
1.10.1.1. Intellectual Property Infringement . We will defend you, and your officers, directors,
employees, and agents from and against any and all third party claims, lawsuits, andproceedings alleging that your use of the Product, in accordance with the terms and conditionsof this EULA, constitutes a direct infringement or misappropriation of such third party’s patent,
copyright or trade secret rights (the " IP Claim "), and we will indemnify you for damages finallyawarded against you by a court of competent jurisdiction with respect to the IP Claim.

1.10.1.2. Exceptions . We will not indemnify you to the extent that the alleged infringement or
misappropriation results from (a) use of the Product in combination with any other software oritem not supplied by us; (b) failure to promptly implement an Update provided by us pursuant to1.10.1.3 (Our Options); (c) modification of the Product not made or provided by us; or (d) use of
the Product in a manner not permitted by this EULA. We also will not indemnify you if we notify
you of our decision to terminate this EULA, and the license to the Product granted hereunder, in
accordance with section 1.10.1.3 (Our Options) and you have not ceased all use of the Productwithin thirty (30) days of such notification.
1.10.1.3. Our Options . If a final injunction is, or we reasonably believe that it could be,
obtained against your use of the Product, or if in our opinion the Product is likely to become thesubject of a successful claim of infringement, we may, at our option and expense, (a) replace ormodify the Product so that it becomes non-infringing (provided that the functionality is
substantially equivalent), (b) obtain for you a license to continue to use the Product, or (c) if
neither (a) nor (b) are reasonably practicable, terminate this EULA on thirty (30) days’ notice
and, if the Product was licensed to you on a Perpetual License or Term License basis, refund to
you the license fee paid to us for the Product less an amount for depreciation determined on astraight-line five year (or actual term if shorter) depreciation basis with a commencement dateas of the date of delivery of the Product, or if the Product was licensed to you on a Subscription
License basis, refund to you the unused portion of the fees paid in advance to us for the thencurrent subscription period for the Product. THE INDEMNIFICATION PROVISIONS SET OUT IN
THIS SECTION 1.10.1 STATE OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDYWITH RESPECT TO ANY INFRINGEMENT OR ALLEGED INFRINGEMENT BY US OF ANYINTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHTS IN RESPECT OF THE PRODUCTOR ITS USE.
1.10.2. Your Indemnification Obligation .
1.10.2.1. Indemnification for Third Party-Claims . To the extent permitted by applicable law,
you will defend us and our Affiliates, and our and their respective officers, directors, employees,
and agents from and against any and all third party claims, lawsuits, and proceedings that ariseor result from (a) your breach of this EULA, (b) your use, distribution and/or licensing of theRedistributables, if applicable, except to the extent it arises from an IP Claim covered under
section 1.10.1 above, or (c) your failure or alleged failure to comply with Applicable Laws or any
violation of a third party’s rights in connection with your use of the Product (each a " Third-Party
Claim " and collectively " Third-Party Claims ") and you will indemnify for damages finallyawarded by a court of competent jurisdiction with respect to any Third-Party Claim.
1.10.3. Control of the Defense or Settlement . For any indemnification obligation covered in
section 1.10.1," Indemnifying Party " means us, " Indemnified Party " means you, and " Claim" means an IP Claim. For any indemnification obligation covered in section 1.10.2, "Indemnifying Party " means you, " Indemnified Party " means us, and " Claim " means a ThirdParty Claim. The Indemnified Party must provide the Indemnifying Party with prompt written
notice of a Claim; however, the Indemnified Party’s failure to provide or delay in providing such
notice will not relieve the Indemnifying Party of its obligations under this section except to theextent the Indemnifying Party is prejudiced by the Indemnified Party’s failure or delay. The
Indemnified Party will give the Indemnifying Party full control of the defense and settlement of
the Claim as long as such settlement does not include a financial obligation on or admission of
liability by the Indemnified Party. If the Indemnified Party does not do so, then the Indemnified
Party waives the Indemnifying Party’s indemnification obligations under section 1.10.1 or1.10.2, as applicable. The Indemnified Party will reasonably cooperate in the defense of theClaim and may appear, at its own expense, through counsel reasonably acceptable to theIndemnifying Party.
1.11. Confidentiality.
1.11.1. Confidentiality Obligations . Except as otherwise provided herein, each party agrees toretain in confidence all information and know-how transmitted or disclosed to the other that thedisclosing party has identified as being proprietary and/or confidential or should reasonably beunderstood to be confidential given the nature of the information and the circumstances
surrounding its disclosure, and agrees to make no use of such information and know-how
except under the terms of this EULA. However, neither party will have an obligation to maintainthe confidentiality of information that (a) it received rightfully from a third party without anobligation to maintain such information in confidence; (b) was known to the receiving party prior
to its disclosure by the disclosing party; (c) is or becomes a matter of public knowledge throughno fault of the receiving party; or (d) is independently developed by the receiving party without
use of the confidential information of the disclosing party. Further, either party may disclose
confidential information of the other party as required by governmental or judicial order,
provided such party gives the other party prompt written notice prior to such disclosure (unlesssuch prior notice is not permitted by applicable law) and complies with any protective order (orequivalent) imposed on such disclosure. You will treat any source code for the Product as ourconfidential information and will not disclose, disseminate or distribute such materials to any
third party without our prior written permission. Each party’s obligations under this section 1.11
will apply during the term of this EULA and for five (5) years following termination of this EULA,
provided, however, that (i) obligations with respect to source code will survive forever and (ii)trade secrets will be maintained as such until they fall into the public domain.
1.11.2. Product Benchmark Results . You acknowledge that any benchmark results pertaining
to the Product are our confidential information and may not be disclosed or published without
our prior written consent. This provision applies regardless of whether the benchmark tests are
conducted by you or us.
1.11.3. Remedies for Breach of Confidentiality Obligations . Each party acknowledges that in
the event of a breach or threat of breach of this section 1.11, money damages will not beadequate. Therefore, in addition to any other legal or equitable remedies, the non-breaching
party will be entitled to seek injunctive or similar equitable relief against such breach or threatof breach without proof of actual injury and without posting of a bond.
1.12. Data Collection and Personal Data.
1.12.1. Data Collection through use of the Product . THE PRODUCT MAY INCLUDEFEATURE(S) THAT (A) GATHER PRODUCT ACTIVATION, USAGE AND/OR ENVIRONMENTINFORMATION, (B) IDENTIFY TRENDS AND/OR BUGS, (C) COLLECT USAGE STATISTICS,
AND/OR (D) TRACK OTHER DATA RELATED TO YOUR USE OF THE PRODUCT, AS FURTHERDESCRIBED IN THE CURRENT VERSION OF OUR PRIVACY POLICY AVAILABLE AT
https://www.progress.com/legal/privacy-policy . BY YOUR ACCEPTANCE OF THE TERMS OF
THIS EULA AND/OR USE OF THE PRODUCT, YOU AUTHORIZE THE COLLECTION, USE ANDDISCLOSURE OF THIS DATA FOR THE PURPOSES PROVIDED FOR IN THIS EULA AND/OR THE
PRIVACY POLICY.

1.12.2. Additional Data Collection Terms. Depending on the Product licensed to you, this
EULA may contain additional data collection terms in section 3 (Product Family Specific Terms)
or section 4 (Product Specific Terms) and/or, if we are hosting the Product, in section 2.B (Terms
for Hosted Services).
1.12.3.Your Personal Data. If you determine that you will be supplying us with your Personal
Data (as defined in the Data Processing Addendum referenced below) for us to process on yourbehalf, in the provision of maintenance and support services or hosting services (if the Productlicensed to you is a Hosted Service) or during the course of any audits we conduct pursuant tosection 1.14 (Audit), you may submit a written request at privacy@progress.com for the mutual
execution of a Data Processing Addendum substantially in the form we make available athttps://www.progress.com/docs/default-source/progress-software/data-processingaddendum.pdf and we will enter into such Data Processing Addendum with you. To the extent
there is any conflict between this EULA and such Data Processing Addendum, the Data
Processing Addendum will prevail with respect to our handling and processing of your PersonalData.
1.13. Limitation of Liability and Disclaimer of Certain Types of Damages.
1.13.1. Limitation of Liability . Except for a party’s indemnification obligations set OUT in this
EULA OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS PURSUANT TO SECTION
1.11 (CONFIDENTIALITY), or your material violation of our intellectual property rights or OF thelicense restrictions set OUT in this EULA, to the extent permitted by applicable law, IN NO
EVENT WILL EITHER PARTY’S LIABILITY FOR all costS, damageS, and expenses ARISING OUt ofor related to this EULA whether based upon warranty, contract, tort (including negligence), strict
liability or otherwise at law exceed, in the aggregate, the fees paid TO US FOr the producT
AND/OR SErvice that is THE SUBJecT OF THE claim, proVIDED, HOWEVER, THAT IF THE FEESPAID FOR SUCH PRODUCT AND/OR SERVICE ARE PAID ON A RECURRING BASIS, THEN the not
to exceed limit will be the fees paid to us for the product aND/OR SERVICE DURING THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. Our
Affiliates and licensors, and the suppliers to us, our Affiliates or licensors, will, to the extent
permitted by applicable law, have no liability to you or to any other person or entity for damages,
direct or otherwise, arising out of this EULA, including, without limitation, damages inconnection with the performance or operation of Our Products or our performance of services.
1.13.2 Disclaimer of Certain Types of Damages . Except for a party’s indemnification
obligations set OUT in this EULA or your material violation of our intellectual property rights or
the license restrictions set OUT in this EULA, to the extent permitted by applicable law, in no
event will either party, its Affiliates or its licensors or their respective suppliers be liable for any
special, indirect, consequential, incidental, punitive or tort damages arising in connection withthis EULA or either party’s performance under this EULA or the performance of Our Products, orFOR any damages resulting from loss of use, loss of opportunity, loss of data, LOSS OF
REVENUE, loss of profits, or loss of business, even if the party, its Affiliates, its licensors, or anyof their respective suppliers have been advised of the possibility of those damages.
1.14. Audit. We may install and use automated license tracking, management and/or
enforcement solutions with the Product, which you may not disrupt or alter. You will maintainrecords in connection with this EULA and the use of the Product and any Updates and/or
services provided hereunder. Such records will include at a minimum the number of licenses
purchased and being used by you. At our expense and with reasonable written notice to you, weor a third party appointed by us may audit the records, and if necessary and as applicable, thesystems on which the Product or any Update is installed for the sole purpose of ensuring
compliance with the terms of this EULA. We will have the right to conduct audits as necessary.
These audits may be conducted on site at a location where you have installed the Product,
remotely from our offices, or a combination of both, if applicable to the Product. On-site audits
will be conducted during regular business hours, and neither on-site nor remote audits willinterfere unreasonably with your business operations. You agree to share with us copies of allrecords referenced herein, as well as Product log files and other information reasonably
requested by us promptly following such request, but in no event more than five (5) businessdays following receipt of our written request (or such longer period, if applicable, that we
specify in the written request). We will treat all such information obtained or accessed by us
during the audit as confidential information pursuant to section 1.11 (Confidentiality) for use by
us only as necessary to ensure compliance with and enforcement of the terms of this EULA. If
any audit reveals that you have underpaid license, maintenance and support or subscription
fees, you will be invoiced for all such underpaid fees based on our list price in effect at the time
the audit is completed. If the underpaid fees exceed five percent (5%) of the fees previously paidby you, then you will also pay our reasonable costs of conducting the audit and enforcement of
this EULA.
1.15. Termination.
1.15.1. Termination for Breach . We may terminate this EULA by written notice at any time ifyou do not comply with any of your obligations under this EULA and fail to cure such failure to
our satisfaction within thirty (30) days after such notice. This remedy will not be exclusive andwill be in addition to any other remedies which we may have under this EULA or otherwise.
1.15.2. Effect of Termination . Upon expiration of your license term to the Product (ifapplicable) or earlier termination of this EULA, your license to access and/or use the Productand/or distribute the Redistributables (if applicable) will terminate. You must immediately ceaseuse of the Product and destroy all copies of the Product in your possession (and required any
Permitted Third Parties to do the same). Any licenses you have granted to the Redistributables inaccordance with the terms and conditions of this EULA will, unless otherwise specified in
section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms), survive
termination of this EULA.
1.15.3. Survival . Any provisions of this EULA containing licensing restrictions, warranties andwarranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms,
audits rights, and any term of this EULA which, by its nature, is intended to survive termination
or expiration, will remain in effect following any termination or expiration if this EULA, as will
your obligation to pay any fees accrued and owing to us as of termination or expiration.
1.16. Assignment. You may not, without our prior written consent, assign or novate this EULA,
any of your rights or obligations under this EULA, or the Products or any of our Confidential
Information, in whole or in part, by operation of law, sale of assets, merger or otherwise, to any
other party, including any parent, subsidiary or affiliated entity. Your Change of Control will
constitute an assignment for purposes of the preceding sentence. A "Change of Control" will
include, but not be limited to, any merger, consolidation, amalgamation, reorganization or sale,transfer or exchange of the capital stock or equity interests of you in a transaction or series oftransactions which results in the holders of your capital stock or equity interests holding less

than 50% of the outstanding capital stock or equity interests immediately following suchtransaction(s).
1.17. Choice of Law. This EULA is governed by the laws of the Commonwealth of
Massachusetts, U.S.A., without regard to the conflict of laws principles thereof. If any dispute,controversy, or claim cannot be resolved by a good-faith discussion between the parties, then it
will be submitted for resolution to a state or federal court in Boston, Massachusetts, USA, andthe parties hereby irrevocably and unconditionally agree to submit to the exclusive jurisdiction
and venue of such court. The Uniform Computer Information Transactions Act and the United
Nations Convention on the International Sale of Goods will not apply to this EULA.
1.18. Miscellaneous.
1.18.1. Notices . Notices of termination, material breach, your insolvency or an indemnifiableclaim (" Legal Notices ") must be clearly identified as Legal Notices and sent via overnight
courier or certified mail with proof of delivery to the following addresses: For us: 14 Oak Park
Drive, Bedford, MA 01730, Attention: General Counsel. For you: your address set out in theOrder. Legal Notices sent in accordance with the above will be effective upon the second
business day after mailing. Either party may change its address for receipt of notices upon
written notice to the other party.
1.18.2. Entire Agreement . This EULA, and any terms expressly incorporated herein byreference, will constitute the entire agreement between you and us with respect to the subject
matter of this EULA and supersedes all prior and contemporaneous communications, oral or
written, signed or unsigned, regarding such subject matter. Use of any purchase order or otherdocument you supply in connection with this EULA will be for administrative convenience only
and all terms and conditions stated therein will be void and of no effect. Except as otherwise
expressly contemplated in this EULA, this EULA may not be modified or amended other than inwriting signed by you and us.
1.18.3. Severability . If any provision of this EULA is terminated or held by a court of competentjurisdiction to be invalid, illegal, or unenforceable, the remainder of this EULA will remain in fullforce and effect.
1.18.4. Waiver . Failure or delay in exercising any right, power, privilege or remedy hereunder will
not constitute a waiver thereof. A waiver of default will not operate as a waiver of any otherdefault or of the same type of default on future occasions.
1.18.5. English Language . This EULA has been drawn up in English at the express wish of theparties. Le présent contrat a été rédigé en anglais à la demande expresse des parties.
1.18.6. Force Majeure . Neither you nor we will be liable for any delay or failure to take any
action required under this EULA (except for payment) due to any cause beyond the reasonable
control of you or us, as the case may be, including, but not limited to unavailability or shortagesof labour, materials, or equipment, failure or delay in the delivery of vendors and suppliers anddelays in transportation.
1.18.7. Our Use of Our Affiliates . We may, at our discretion, engage one or more of ourAffiliates in the fulfilment of our obligations, including, our obligations for delivery of the Productto you and/or the provision of any maintenance and support services.

2.A. TERMS FOR ON-PREMISE PRODUCTS
2.A.1. Delivery . Unless otherwise specified by us, On-Premise Product(s) will be provided toyou via electronic delivery, and delivery is deemed complete when the On-Premise Product(s)is/are made available at the electronic software download site specified by us and you are emailed or otherwise provided with any necessary instructions, password and/or license keys
required for you to be able to access, download and install the On-Premise Product(s). If weprovide the On-Premise Product(s) on physical media, shipping terms will be FOB shipping
point.
2.A.2. Updates . Each Update to an On-Premise Product replaces part or all of the On-Premise
Product (or earlier Update) previously licensed to you (" Replaced Product ") and will terminate
such previously licensed Replaced Product to the extent replaced by the Update; provided,
however, that you may continue to operate the Replaced Product for up to ninety (90) days fromdelivery of the Update to allow you to complete your implementation of the Update. You mustcease all use of the Replaced Product at the end of the ninety (90) day period. Each Update will
be subject to the terms and conditions of this EULA, except that (i) to the extent the Update
contains new or updated Special Notices, your use of any third party components shall be
subject to section 1.2.7 of this EULA and the Special Notices accompanying the Update; and,(ii) to the extent section(s) 3 and/or 4 of the license agreement accompanying the Update
contain(s) additional or conflicting terms and conditions related to new Products, components,
features and/or functionality contained in the Update, or related to additions or modifications to
the license definitions, license model or use restrictions, then your use of the Update will be
subject to this EULA, as altered by such additional or conflicting terms and conditions ofsection(s) 3 and/or 4 of the license agreement accompanying the Update which must be
accepted by you at the time you download or install the Update. If you do not agree to such
additional or conflicting terms and conditions, do not download or install the Update.
2.A.3. Cloud Environment . You may upload the On-Premise Product(s) licensed to you
pursuant to this EULA onto a cloud instance supplied by a third party, provided that theoperation of the On-Premise Product(s) in the cloud instance complies with all license model
restrictions and usage limitations applicable to the On-Premise Product(s). You may also allow
the third party to upload, install, operate and/or use the On-Premise Products on the cloudinstance, provided that the third party’s access to and use of the On-Premise Products is solely
for your benefit in accordance with the terms of this EULA. The third party will be considered a
Permitted Third Party, and you will be responsible for the Permitted Third Party’s compliancewith this EULA in accordance with section 1.2.3 (Third Party Use).

2.B. TERMS FOR HOSTED SERVICES - THIS SECTION IS NOT APPLICABLE

3. PRODUCT FAMILY SPECIFIC TERMS
This section specifies terms and conditions that are applicable to the following On-Premise
Products: Progress Telerik UI for ASP.NET AJAX, Progress Telerik UI for WinForms, Progress
Telerik UI for UWP, Progress Telerik UI for Silverlight, Progress Telerik UI for WPF, Progress Telerik
UI for Xamarin, Progress Telerik UI for Blazor, Progress Telerik UI for WinUI, Progress Kendo UI,Progress Kendo UI Builder, Progress KendoReact, Progress Telerik UI for ASP.NET MVC, Progress

Telerik UI for ASP.NET Core, Progress Telerik UI for JSP, and Progress Telerik UI for PHP, Telerik
and Kendo UI Accelerator, Progress ThemeBuilder and any other Product with “Telerik UI for” or“Kendo” in the name and listed at https://www.telerik.com/purchase/license-agreements (eachindividually a “UI/Kendo Product” and collectively “UI/Kendo Products”), Progress Telerik Test
Studio Ultimate, Progress Telerik Test Studio Dev Edition, Progress Telerik Test Studio Web &Desktop, Progress Telerik Test Studio Load, Progress Telerik Test Studio Run-Time Edition,
Progress Telerik Test Studio Virtual User Pack, Progress Telerik Test Studio Licensing Server Addon and any other Product with the “Test Studio” in the name and listed athttps://www.telerik.com/purchase/license-agreements (each individually a “Test Studio
Product” and collectively “Test Studio Products”), Progress Telerik Reporting, Progress Telerik
Report Designer, Progress Telerik Report Server, and Progress Telerik JustMock. The terms andconditions set forth in this Section 3 and in Section 4 apply to their respective Products whether
you have obtained one or more of such Products individually or as part of the Progress DevCraft
UI, Progress DevCraft Complete, and/or Progress DevCraft Ultimate Product (the “DevTools
Collections”). The specific Product(s) to which you are granted a license hereunder shall be
only those Product(s) identified in the Order or included as part of the DevTools Collection that
is identified in the Order. For a list of Products included within each DevTools Collection please
see: https://www.telerik.com/purchase.aspx#product-bundles . These terms and conditions
will apply only to the extent your Licensed Developer (as defined below) is authorized to use
either a DevTools Collection or an individual Product listed above. By way of example, if you
purchase only the Progress Telerik JustMock license, your Licensed Developer may use only the
Progress Telerik JustMock Product subject to these terms and conditions, but if you purchase
the Progress DevCraft Complete license, your Licensed Developer may use all the Products
included within the Progress DevCraft Complete collection subject to these terms andconditions.
If an Order specifies that one or more identified license(s) is/are an upgrade ("License Upgrade")to one or more previously acquired license(s) (for example, the upgrade of a single productlicense to a license for the use of a DevTools Collection, or the upgrade of a given DevTools
Collection license to a license for a for a larger DevTools Collection), such License Upgrade
shall, immediately upon the effective date of the applicable Order, replace the previously
acquired license which formed the basis of the License Upgrade. Any fees previously paid by
you for the replaced license(s) and/or any related Maintenance Periods (as defined below) arefactored into the fees set forth in the Order for the License Upgrade; under no circumstances
shall you be entitled to a refund of fees previously paid by you for the replaced license(s) and/or
any related Maintenance Periods. For the avoidance of doubt, while a License Upgrade may
increase the number of products available for use under a given license seat (i.e. increase thenumber of products available for use by your existing Licensed Developer), Licence Upgrades
do not result in any duplication of licenses and do not increase the number of seats under agiven license. An initial Maintenance Period may or may not be included with the purchase of a
License Upgrade. The initial Maintenance Period (if any) applicable to the License Upgrade shallbe as set forth in the Order and may be a term of less than or greater than one year depending
upon a number of factors, including but not limited to, whether or not the license which formed
the basis of the License Upgrade was under active maintenance and support at the time of theLicense Upgrade and the length of the Maintenance Period (if any) remaining at such time.
If a renewal Order specifies that one or more identified license(s) is/are a downgrade ("License
Downgrade") from one or more previously acquired perpetual license(s) (the "Original License")(for example, if the Order specifies a downgrade of a DevTools Collection license to a license fora single product), then as of the effective date of the downgrade order, the License Downgrade
shall replace the Original License for maintenance and support purposes. Other than themaintenance and support renewal fee applicable to the License Downgrade, no additional fees
shall be due for the License Downgrade itself and under no circumstances shall you be entitledto a refund of fees previously paid by you for the Original License and/or any related
Maintenance Periods. For the avoidance of doubt, while a License Downgrade will decrease thenumber of products under a given license seat for which you are entitled to receive
maintenance and support, License Downgrades do not result in the termination of perpetual
licenses granted under the Original License.
Default License Type for each of the above-referenced On-Premise Products is perpetual, withthe exception of: (i) Test Studio Products (which may be perpetual or subscription as set forth in
the Order); (ii) Telerik and Kendo UI Accelerator (which is subscription); (iii) Progress
ThemeBuilder (which is subscription); and, (iv) any Products obtained under a Trial License.
3.1. Product Family Definitions .
Any defined term used in this section 3 (Product Family Specific Terms) but not defined herein
will have the meaning ascribed to it in section 1 (General Terms and Conditions) or section 2.A(Terms for On-Premise Products).
3.1.3. " Licensed Developer " means one of your employees or third-party consultants
authorized to develop Your Integrated Products specifically for you using the Product Package inaccordance with this EULA. Each Licensed Developer is an Authorized User as defined in
section 1.1.3 and all terms and conditions in section 1 (General Terms and Conditions) andsection 2.A (Terms for On-Premise Software) pertaining to Authorized Users will apply to a
Licensed Developer.
3.1.2. " Permitted End User " means your own end-user licensees, including but not limited to,your employees to whom you license and distribute a Product (or portions thereof) solely as
part of Your Integrated Product in accordance with the redistribution terms specified in section
4 (Product-Specific Terms).
3.1.4. " Product Package " means the Product and the Documentation, collectively.
3.1.5. " Your Integrated Product " means those software applications which: (i) are developedby your Licensed Developers; (ii) add substantial functionality beyond the functionality provided
by the incorporated components of the Product Package; and (iii) are not commercial
alternatives for, or competitive in the marketplace with, the Product Package or any
components of the Product Package.
3.2. Restrictions on Eligibility to Purchase a License . Content Management System, .NET,
PHP, Java and/or JavaScript component vendors are not allowed to use the Product Package
without our express permission. If you or the company you represent is a Content Management
System, .NET, PHP, Java or JavaScript component vendor, you may not purchase a license for or
use the Product Package unless you contact us directly and obtain permission.
3.3. Required Quantity of Licensed Developers . Licensed Developers must correspond to the
maximum number of seats you have purchased for the Product Package from us hereunder.
This means that, at any given time, the number of Licensed Developers cannot exceed thenumber of seats that you have purchased from us and for which you have paid us all theapplicable license fees pursuant to this EULA. The Product Package is in "use" on a computerwhen it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g.
hard disk or other storage device). Your Licensed Developers may install the Product Package
on multiple machines, so long as the Product Package is not being used simultaneously fordevelopment purposes at any given time by more Licensed Developers than you have seats.
3.4 Sharing Support Tickets. In order to allow visibility of support issues across teams in yourorganization, your Licensed Developers may share support tickets received from us with
Authorized Users and with Permitted Third Parties. For clarification, support tickets are Updates
under this EULA.
3.5. Trial License .
3.5.1. License Grant . If you downloaded the free trial license for the Product Package (" Trial
License "), then your use of the Product Package is subject to the limitations and conditions
specified in section 1.2.5 (Limitations on Evaluation or Trial Licenses). Without limiting theforegoing, you are not allowed to integrate the Product Package into end products or use it for
any commercial, productive or training purpose. You may not redistribute the Product Package.
The term of the Trial License will be 30 days. If you wish to continue using the Product Package
beyond the expiration of the Trial License, you must purchase the applicable Developer License,
as defined in section 4 (Product-Specific Terms).
3.5.2. Support – Trial License . As described in greater detail here:
http://www.telerik.com/purchase/support-plans/devtools , and subject to the limitations andrestrictions described in the Fair Usage Policy set forth below, you are entitled to enter support
requests via our ticketing system with a 72 hour response time (excluding Saturdays, Sundays
and holidays) for thirty (30) days after download of your initial Trial License. For avoidance of
doubt, you are not entitled to additional support requests for any Trial Licenses of the same or
successor Products downloaded after your initial download (e.g. to evaluate a new release), fora period of one (1) year from the date of your initial download.
3.5.3. Updates – Trial License . At our sole discretion, you may receive certain Updates for the
Product Package version you are evaluating. If Progress makes Updates to the Product Package
available to you, such Updates replace and/or supplement (and may disable) the version of the
Product Package that formed the basis for your eligibility for the Update. You may use theresulting updated Product Package only in accordance with the terms of this Trial License. For
the avoidance of doubt, Updates do not restart the term of the Trial License.
3.6. Support and Updates – Developer License
3.6.1. Support . For any applicable period for which you have purchased maintenance andsupport (the " Maintenance Period "), you will receive minor and major Updates for the ProductPackage, and will be entitled to receive support, each as described in further detail below.
Except as otherwise set forth in Section 4, during the Maintenance Period, you are entitled toeither the "Lite", "Priority", or "Ultimate" support package as determined at time of purchase andset forth on the Order and described in greater detail here:
http://www.telerik.com/purchase/support-plans/devtools subject to the limitations andrestrictions described in the following Fair Usage Policy. You will lose the right to receive supportand Updates at the end of your Maintenance Period, unless you renew your access to updates
and support for additional Maintenance Period(s) with us at additional cost. Your level of
support (Lite, Priority or Ultimate) is determined at the time of initial license purchase. You may
upgrade your level of support for individually purchased Products at any time during an active

Maintenance Period provided we continue to make such levels of support generally available.
Any support level upgrades (if purchased) and all access to support and Updates thereunder
will be bound to the term of the then active Maintenance Period (i.e. the renewal/expiration dateof your Maintenance Period will not change as a result of the support level upgrade). The level of
support for all Products obtained as part of a DevTools Collection is determined according to
the level of support specified for such DevTools Collection here:
http://www.telerik.com/purchase/support-plans/devtools and may not be upgraded or
downgraded. The following additional terms apply to support hereunder:(a) We may apply a Fair Usage Policy that allows us to limit or terminate your access to any or allof the support services if your use of the support services is determined by us, in our sole andreasonable discretion, to be excessive.
(b) In no event will we provide support of any kind to your Permitted End Users.
3.6.2. Updates . During the Maintenance Period, you will be eligible to receive all major Updates
and minor Updates for the version of the Product Package that you license hereunder.
Notwithstanding anything to the contrary in Section 2.A.2., with respect to: the UI/Kendo
Products, Progress Telerik Reporting, Progress Telerik Report Designer, Progress Telerik ReportServer, and Progress Telerik JustMock, you are not required to delete a Replaced Product ninety(90) days from delivery of the Update. You may continue to operate the Replaced Product for theduration of the term of the license governing use of the Replaced Product that was granted to
you by us (or our predecessor in interest) upon initial delivery of the Replaced Product. For the
avoidance of doubt, the foregoing does not expand the scope or quantity of licenses granted toyou pursuant to any Order. Replaced Products may only be used by your Licensed Developer(s)(and in the case of Progress Telerik Report Server and Progress Telerik Report Designer, your CAL
User(s)) who is/are licensed to use the updated Product Package hereunder. A Progress Telerik
Report Server Replaced Product may not be used on any Domains that are different from oradditional to the Domains on which you are licensed to use the Progress Telerik Report Server
updated Product Package. Use of any Replaced Product is at your sole discretion and risk.
Replaced Products are as-is and without warranty of any kind. Notwithstanding anything to thecontrary herein, Progress: (a) hereby disclaims all warranties expressed hereunder or otherwise
expressed or implied; (b) shall assume no indemnification obligations; and, (c) shall have noliability for damages of any kind, related to and/or resulting from the Replaced Products and/or
the use thereof. Progress shall have no obligation to maintain or provide support for any
Replaced Products.
3.6.3. Maintenance and Support Auto Renewal Program .
(a) You may elect to enroll in the Maintenance and Support Auto Renewal Program at the time ofpurchase for a license purchased online at www.telerik.com or at any time thereafter byenabling auto renew within your www.telerik.com account (" Your Account ") and/or bycontacting us directly. By enrolling in the Maintenance and Support Auto Renewal Program, youunderstand and agree that your access to Updates and support will automatically renew for
subsequent one-year Maintenance Periods for the entire time that you remain actively enrolled
in the Maintenance and Support Auto Renewal Program.
(b) As a condition of your initial and continued enrolment in the Maintenance and Support Auto
Renewal Program, you agree to keep your credit card, billing, and contact information up-todate at all times via Your Account. You may change your auto renewal preference at any timewithin Your Account or by contacting us directly. We may switch your auto renewal preference to"off" at any time we determine or suspect that your credit card, billing, and/or contact
information is out of date, inaccurate, or fraudulent. We may disable or discontinue theMaintenance and Support Auto Renewal Program at any time for any reason without providing
advance notice to you.
(c) Once you have enrolled in the Maintenance and Support Auto Renewal Program, unless you
set the auto renewal preference to "off" in your account prior to the end of your existing
Maintenance Period, your access to Updates and support will automatically renew, and you
authorize us (without notice) to collect the then-applicable fee and any taxes for the renewal
Maintenance Period, using the credit card or billing credentials that you provided with respect toyour initial purchase and/or your enrollment in the Maintenance and Support Auto Renewal
Program. All payments are non-refundable, even if you or your Licensed Developers stop using
the Product and/or stop using or accessing support and Updates. The fees and features
applicable to support and Updates may change over time. Your access will be renewed at anannual fee of 50% of the retail cost of a new Product license (at the time of renewal), and at thelevel we, in our sole discretion, identify as being closest to that which was provided during yourprevious Maintenance Period.
3.7. Source Code . Progress may make the source code for certain Product Packages available
to you hereunder. Any Product Package source code that is provided to you by us hereunder, isprovided so that your Licensed Developers can create modifications under the terms of this
EULA and subject to the following conditions:(a) While we do not claim any ownership rights in Your Integrated Products, any modifications
your Licensed Developers develop to the Product Package source code will be our exclusive
property, and you agree to and hereby do assign all right, title and interest in and to suchmodifications and all rights associated therewith to us.
(b) You will be entitled to use modifications of the Product Package’s source code developed byyour Licensed Developers under the terms of this EULA and we grant you a license to use suchmodifications pursuant to the applicable Developer License grant set out in section 4 (ProductSpecific Terms).
(c) You acknowledge that the Product Package’s source code is confidential and contains ourvaluable and proprietary trade secrets. Except as otherwise expressly provided in this EULA,
under no circumstances may any portion of the Product Package’s source code or any modified
version of the source code be distributed, disclosed or otherwise made available to any third
party.
(d) We DO NOT provide technical support for any source code that has been modified by any
party other than us.
(e) The Product Package’s source code is provided "as is", without warranty of any kind. Refunds
are not available for any licenses that include a right to receive source code.
3.8. No Trademark License . You may not use our product names, logos or trademarks tomarket Your Integrated Product.
3.9. Destruction Requirement upon Termination . Upon termination of this EULA, all licenses
granted to you hereunder will terminate automatically and the terms of section 1.15.2 (Effect ofTermination) will apply. Additionally, you must destroy: (i) all copies of the Product Package notintegrated into a live, functioning instance(s) of Your Integrated Product(s) already installed,
implemented and deployed for your Permitted End Users, and (ii) any product and company
logos provided by us in connection with this EULA.
3.10. Product Discontinuance . We reserve the right to discontinue any Product Package or any
component of any Product Package, whether offered as a standalone product or solely as acomponent, at any time. However, we are obligated to provide support in accordance with theterms of this EULA for the discontinued Product Package or any discontinued component of the
Product Package for a period of one year after the date of discontinuance (provided you are
under an active Maintenance Period).
4. PRODUCT SPECIFIC TERMS
Any defined term used in this section 4 (Product-Specific Terms) but not defined herein will havethe meaning ascribed to it in section 1 (General Terms and Conditions), section 2.A (Terms for
On-Premise Products), or 3 (Product Family Specific Terms).
4.A UI/Kendo Products, Progress Telerik Reporting, and Progress Telerik Report Designer
This section specifies terms and conditions that are applicable to the UI/Kendo Products,
Progress Telerik Reporting, and Progress Telerik Report Designer. Progress distributes theProgress Telerik Report Designer Product in connection with the Progress Telerik Reporting
Product and the Progress Telerik Report Server Product. The terms and conditions governing
your use of the Progress Telerik Report Designer Product are dependent upon whether you
obtained the Progress Telerik Report Designer Product in connection with the Progress Telerik
Reporting Product or the Progress Telerik Report Server Product. This section 4.A sets forth theterms and conditions for your use of the Progress Telerik Report Designer Product as distributedby us in connection with the Progress Telerik Reporting Product.
4.A.1. License.
Subject to the terms of this EULA, we grant to you the following limited, non-exclusive, nontransferable license (the " License ") to use the UI/Kendo Products, Progress Telerik Reporting
Product, and Progress Telerik Report Designer Product (each as applicable) as set out herein.
You are granted either a Trial License pursuant to section 3.5 (Trial License) or a developer
license (" Developer License ") pursuant to section 4.A.1.1 (Developer License). Which versionof the License applies (i.e., Trial License or Developer License) is determined at the time of theLicense purchase.
4.A.1.1. Developer License .
4.A.1.1.1. License Grant . If you purchase a Developer License, your Licensed Developers mayuse (as applicable based on the Product(s) identified in the Order or included in the DevTools
collection(s) identified in the Order): (a) the UI/Kendo Products Product Package(s) in object
code form (or, if JavaScript-based, in minified form), and source code form (if provided) inaccordance with Section 3.7 (Source Code) only in the development of Your Integrated
Products; (b) the Progress Telerik Reporting Product Package in object code form only and onlyin the development of Your Integrated Products; and/or, (c) the Progress Telerik Report Designer
Product Package in object code form only and only in conjunction with your licensed use of theProgress Telerik Reporting Product. You may also embed copies of the UI/Kendo Products
and/or the Progress Telerik Reporting Product in Your Integrated Products that you license anddistribute to your Permitted End Users solely in accordance with the requirements set out insection 4.A.2 (Redistribution under Developer License).
4.A.1.1.2. Testing and Building License . If you purchase a Developer License, you may alsouse (as applicable based on the Product(s) identified in the Order or included in the DevTools
collection(s) identified in the Order) the UI/Kendo Products Product Package, and/or Progress
Telerik Reporting Product Package in the testing and building of Your Integrated Products.
Testing consists of one or more of the following functions: retrieving source code developed byyour Licenced Developers from the source control repository, and/or using a compiled versionof Your Integrated Product, for the purposes of quality assurance (i.e. writing tests and manuallytesting). Building consists of one or more of the following functions: retrieving code developedby Your Licensed Developers from the source control repository, compiling such code (without
making or performing any modifications, customizations, configurations, or further
development actions which utilize or impact the Products) and checking dependencies andmodules, running automated unit tests, linking libraries and code, building and storing artifacts,archiving build logs, and publishing/distributing Your Integrated Products to your Permitted End
Users. This testing and building license is not limited to a number of seats.
4.A.1.1.3 Native Blazor Report Viewer. You may only access or use Progress Telerik Reporting
Native Blazor Report Viewer if you have valid active licenses for Telerik Reporting and Telerik UI
for Blazor Products, obtained either as standalone Products or as part of a Product bundle.
4.A.2. Redistribution under Developer License .
4.A.2.1. Redistribution License grant. If you have purchased a Developer License, you may
distribute (as applicable based on the Product(s) identified in the Order or included in the
DevTools collection(s) identified in the Order): (i) the UI/Kendo Products and the Progress Telerik
Reporting Product in object code form (or, if JavaScript-based, in minified form) only asembedded in Your Integrated Products, and/or (ii) the Progress Telerik Report Designer Productin object code form for use solely in conjunction with the Progress Telerik Reporting Product asembedded in Your Integrated Products. The distributions permitted under subsections i, ii, andiii of this section 4.A.2.1 may be made only to Permitted End Users and only in accordance withthe terms of this section and section 1.2.6 (Redistribution). You are not permitted to distribute
any of the Products pursuant to this section: as a standalone product, or as a part of any
product other than Your Integrated Product, or in any form that allows any Product (or portion
thereof) to be reused by any application other than Your Integrated Product. For avoidance of
doubt, your Permitted End Users are not allowed to use the Products, or any portions thereof,
for software development or application development purposes unless they also purchase aseparate Developer License from us for each of the users. You are not allowed to, and are
expressly prohibited from, granting your Permitted End Users any right to further sublicense theProducts or any portions thereof. You must include a valid copyright message in Your Integrated
Products in a location viewable by Permitted End Users that will serve to protect our copyrightand other intellectual property rights in the Products.
4.A.2.2. Limited Use and Distribution of ODBC drivers. ODBC drivers, if any, included as partof the Progress Telerik Reporting Product hereunder may be used for the sole purpose of
enabling connectivity between the Progress Telerik Reporting Product (as embedded in Your
Integrated Product) and certain data sources. Progress grants you a limited right to distribute
the ODBC drivers in machine-readable form to your Permitted End Users only as embedded inYour Integrated Products and in accordance with Section 4.A.2.1, Section 1.2.6, and therequirements set forth in this Section 4.A.2.2. In addition to the forgoing requirements, any andall distributions of the OBDC Drivers must also be accompanied by the NOTICES.TXT filespecific to such ODBC driver(s) which was provided to you by us at the time you received such
ODBC driver(s).
4.B Progress Telerik Report ServerThis section specifies terms and conditions that are applicable to the following Products:
Progress Telerik Report Server and Progress Telerik Report Designer. Progress distributes theProgress Telerik Report Designer Product in connection with the Progress Telerik Report Server
Product and the Progress Telerik Reporting Product. The terms and conditions governing youruse of the Progress Telerik Report Designer Product are dependent upon whether you obtained
the Progress Telerik Report Designer Product in connection with the Progress Telerik ReportServer Product or the Progress Telerik Reporting Product. This section 4.B sets forth the terms
and conditions for your use of the Progress Telerik Report Designer Product as distributed by us
in connection with Progress Telerik Report Server Product.
4.B.1. Product-Specific Definitions .
4.B.1.1. "Client Access License User" and/or "CAL User" means an individual user, whether
within your company or employed by the entity for which you develop, host, or manage a
Domain using the Report Server License (if applicable) granted hereunder, who: (a) subject tothe same conditions and limitations applicable to you herein, has been assigned a uniqueusername and password that authorizes such individual to access and use the Report Server
Software in accordance with this EULA; and (b) you, to the extent permitted by applicable law,
hereby agree to assume all liability and responsibility for all acts and omissions as if such acts
or omissions were your own. CAL Users are specific to the Domain to which they have beenregistered.
4.B.1.2. "Development Domain" means a domain name used for a Development Purpose.
4.B.1.3. "Development Purpose" means use or deployment of the Progress Telerik ReportServer Product solely for access by Licensed Developers and solely for development, quality
assurance, testing and staging purposes prior to the use or deployment of the Progress Telerik
Report Server Product for a Production Purpose.
4.B.1.4. "Domain" means a single internet protocol ("IP") resource identified and located by asingle IP address, uniform resource locator, and/or fully qualified domain name (aka an
absolute domain name) for which the CAL Users are registered.
4.B.1.5. "Production Domain" means a Domain name used for a Production Purpose.
4.B.1.6. "Production Purpose" means use or deployment of the Progress Telerik Report Server
Product for access by your CAL Users in accordance with Section 4.B.2.
4.B.1.7. "Report" and/or "Reports" means the resulting product which is designed using theProgress Telerik Report Designer Product and accessed through the Progress Telerik ReportServer Product.
4.B.1.8. "Support Contact" is the individual designated in the Order as the license holder.
4.B.2. License.

Subject to the terms of this EULA, we grant to you the following limited, non-exclusive, nontransferable license (the "License") to use the Progress Telerik Report Server Product as set out
herein. You are granted either a Trial License pursuant to section 3.5 (Trial License) or a paid
license ("Paid License") pursuant to section 4.B.2.1 (Paid License). Which version of the License
applies (i.e., Trial License or Paid License) is determined at the time of the License purchase.
4.B.2.1. Paid Software License
4.B.2.1.1. Paid Software License Grant. If You purchased a Paid License to the Progress Telerik
Report Server Product (either as an individual Product identified in the Order or as included in
the DevTools collection(s) identified in the Order), then, subject to the terms and conditions set
forth in this Agreement, you may permit your Licensed Developers to install one instance of theProgress Telerik Report Server Product in object code form only on each Production Domain forwhich you have purchased such right from us (a "Licensed Instance") for access by the CAL
Users that you have registered to that Domain only, and your CAL Users may: (i) use theProgress Telerik Report Designer Product Package in object code form only in the design and/or
alteration of your Reports that you upload to your Licensed Instance of the Report Server
Product; and (ii) access your Licensed Instance of the Progress Telerik Report Server Product forthe purposes of uploading, editing and viewing your Reports and all additional functionality that
the Progress Telerik Report Server Product exposes, by design, for your CAL Users. In addition,
you may also permit your Licensed Developers to install one instance of the Progress Telerik
Report Server Product in object code form only on up to two Development Domains (each a"Development Instance"). Each Development Instance must corresponds to your Licensed
Instance. Your Development Instances may only be accessed by your Licensed Developers andonly for Development Purposes.
4.B.2.1.2. Product Scope of Use.
4.B.2.1.2.1. You may only grant the access and use rights (outlined above) to your CAL Usersand only in accordance with the terms of this section and section 1.2.6 (Redistribution).
4.B.2.1.2.2. Your Licensed Developer may only install, use and access the Report Server
Product on those Domains for which you have paid the applicable license fees. The ReportServer Product may not be accessed from other Domains at any time unless you purchaseadditional Domains for an additional fee. Each of your CAL Users must be registered to a
specific Domain and the total number of CAL Users permitted to access any Domain mustcorrespond to the maximum number of seats you have purchased for such Domain from
Progress hereunder. This means that, at any given time, the number of CAL Users you permit toaccess any Domain must not exceed the maximum number of seats that you have purchasedfrom us hereunder for such Domain and for which you have paid us all applicable license fees
pursuant to this EULA and/or the Order. The Progress Telerik Report Designer Product is in "use"on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent
memory (e.g. hard disk or other storage device). Your CAL Users may install the Report Designer
Product Package on multiple machines, so long as the Report Designer Product Package is used
only by registered CAL Users. You may not and may not permit others to distribute the Progress
Telerik Report Server Product Package (or any portions thereof) or the Progress Telerik Report
Designer Product Package (or any portions thereof). Your Reports may not be accessed byanyone except as: (i) set forth herein in; (ii) with data generated via the Progress Telerik Reporting
Product; and (iii) through the Progress Telerik Report Server Product. At no time may the
Progress Telerik Report Server Product Package (or any portions thereof) or the Progress Telerik

Report Designer Product Package (or any portions thereof) (i) be used for any purposes byanyone other than your Licensed Developer or your CAL Users or (ii) be used by more than thenumber of CAL Users seats that you purchased and registered to a Domain in accordance with
the License hereunder.
4.B.3. Additional Support Terms for Progress Telerik Report Server and Progress Telerik
Report Designer
4.B.3.1. During the Maintenance Period, your Support Contact may access the applicable
support package. We will provide support in response to requests made from your Support
Contact only. In no event will we provide support of any kind to your CAL Users.
4.C Progress Telerik JustMock
This section specifies terms and conditions that are applicable to the Progress Telerik JustMock
Product.
4.C.1. License .
Subject to the terms of this EULA, we grant to you the following limited, non-exclusive, nontransferable license (the "License") to use the Progress Telerik JustMock Product as set out
herein. You are granted either a Trial License pursuant to section 3.5 (Trial License) or adeveloper license ("Developer License") pursuant to section 4.C.1.2. (Developer License).
Which version of the License applies (i.e., Trial License or Developer License) is determined at
the time of the License purchase.
4.C.1.2. Developer License .
4.C.1.2.1. License Grant . If you purchase a Developer License to the Progress Telerik JustMock
Product (either as an individual Product identified in the Order or as included in the DevTools
collection(s) identified in the Order), your Licensed Developers may install and use the Progress
Telerik JustMock Product Package in object code form only.
4.C.1.2.2. Progress Telerik JustMock Product Scope of Use . Your number of Licensed
Developers must correspond to the maximum number of seats you have purchased from us
hereunder. This means that, at any given time, the number of Licensed Developers cannot
exceed the number of seats that you have purchased from Progress and for which you have paid
us all applicable license fees pursuant to the EULA and the Order. The Progress Telerik JustMock
Product is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or
installed into permanent memory (e.g. hard disk or other storage device). Your Licensed
Developers may install the Progress Telerik JustMock Product on multiple machines, so long as
the Progress Telerik JustMock Product is not being used simultaneously for development
purposes at any given time by more Licensed Developers than you have seats.
4.C.1.2.3. License Limitations . You may not distribute, redistribute, sell, resell, transfer, rent,
lease, or sublicense the Progress Telerik JustMock Product Package or any portions thereof.
4.D Progress Telerik Test StudioThis section specifies terms and conditions that are applicable to the Test Studio Products.
4.D.1. License .

Subject to the terms of this EULA, we grant to you the following limited, non-exclusive, nontransferable license (the "License") to use the Progress Telerik Test Studio Product as set out
herein. You are granted either a Trial License pursuant to section 3.5 (Trial License) or a paid
license ("Paid License") pursuant to section 4.D.1.2. (Paid License). Which version of theLicense applies (i.e., Trial License or Paid License) is determined at the time of the Licensepurchase.
4.D.1.2. Paid License.
4.D.1.2.1. License Grant . If you purchase a Paid License you may install and your Authorized
Users may use the applicable Test Studio Products Product Package (as applicable based on
the Product(s) identified in the Order or included in the DevTools collection(s) identified in theOrder) in executable, object code form on one machine and only for the duration of the License
Term (as described below).The Test Studio Products are each licensed per machine. Thismeans, while you may install the applicable Test Studio Products Product Package on multiple
machines, the Test Studio Products Product Package may not be activated nor running at thesame time on more than one computer or virtual machine per license. The machine on which
the Test Studio Products Product Package is installed may be used by multiple Authorized Users
as long as only one (1) Authorized User is using the machine at a given time. If the Order, underwhich you have purchased one or more licenses for a specified Test Studio Products ProductPackage, includes the Progress Telerik Test Studio Licensing Server Add-on, then, in addition to
the foregoing, you may also install a single copy of such Progress Telerik Test Studio Licensing
Server Add-on in executable, object code form on one Server solely for the duration of theLicense Term and solely for the purpose of facilitating the activation and deactivation of thelicenses that you have purchased for such Test Studio Products Product Package (a "Server
Installation"). For the avoidance of doubt, the Server Installation is for license activation
management only and may not be used for production, testing, or for any other purposes, byanyone at any time. As used in this Section, "Server" means a logical computer (which may bephysical hardware or a virtual machine) with one or more central processing units on which theProgress Telerik Test Studio Licensing Server Add-on Product resides and can be accessed byother machines for the limited purpose of activating or deactivating an instance of a Test Studio
Products Product Package that is installed on such machines.
4.D.1.2.2. Virtual User Packs License . The Progress Telerik Test Studio Ultimate Product andProgress Telerik Test Studio Load Product each include a limited number of licenses for the useof the Progress Telerik Test Studio Virtual User Pack Product, additional licenses for the Progress
Telerik Test Studio Virtual User Pack Product may also be purchased from us. If you haveobtained a Paid License to either the Progress Telerik Test Studio Ultimate Product, Progress
Telerik Test Studio Load Product, and/or have purchased additional Licenses to use the Progress
Telerik Test Studio Virtual User Pack Product licenses, then your Authorized Users may use theProgress Telerik Test Studio Virtual User Pack Product solely in conjunction with the Test Studio
Product for which you have also obtained such Paid License and solely for the duration of theLicense Term.
4.D.2. License Term and Additional Support Terms and Conditions
4.D.2.1. License Term . The term of the License granted hereunder depends on the type ofLicense which you have purchased and shall continue until it expires in accordance with thissection or is terminated in accordance with the terms and conditions of this EULA.

4.D.2.2. Perpetual License . If the Order specifies a Perpetual License, the Test Studio Product
Paid License granted to you in section 4.D.2.1 is perpetual and shall last as long as you use theTest Studio Product in compliance with the terms of this EULA.
4.D.2.3. Month-to-Month . If the Order specifies a month-to-month plan, the Test Studio
Product Paid License granted to you in section 4.D.2.1 is a subscription License and is valid
during each month for which you have paid the applicable fees and will renew automatically,
unless cancelled. You may cancel your subscription at any time by accessing Your Account orby contacting sales@telerik.com, at which point, your access to the Test Studio ProductPackage will be disabled. Your credit card will be charged or you will be invoiced the thenapplicable monthly fees, plus applicable taxes each month.
4.D.2.3.1. Annual Commitment . If the Order specifies an annual commitment, the Test Studio
Product Paid License granted to you in section 4.D.2.1 is a 12-month subscription License andis valid during each month for which you have paid the applicable fees. If the Order specifies anannual commitment you are committing to the payment of the subscription License fees inequal monthly instalments over a period of 12 months. You must provide a valid credit card inconnection with any annual commitment. Your credit card will be charged the fees stated at thetime of purchase plus any applicable taxes each month during your subscription period. Prices
are valid for each 12-month term for which they are quoted in the Order and may change at theend of the last 12-month term quoted in the Order. The plan will start as soon as your credit cardis successfully charged and will automatically renew unless you disable the automatic renewal
in Your Account. You have the right to cancel your subscription at any time by contacting
sales@telerik.com, at which point, your access to the Test Studio Product will be disabled. You
are solely responsible for properly cancelling your subscription. An email or phone request tocancel your subscription is not considered cancelled until explicitly confirmed by us. If you
cancel before the end of your active 12-month subscription period, your cancellation will takeeffect immediately, however, you will not be relieved of your payment obligations for any timeremaining in the subscription period. Termination by us for failure to pay applicable subscription
License fees or for any other reason in accordance with the terms of this EULA or cancellationor termination by you will result in the deactivation of the Test Studio Product.
4.D.3. Product Activation, Use of Data, License Metering, Archival Copies, and Prior
Versions.
4.D.3.1. Product Activation . In order to protect against unlicensed or illegal use of the Productand to improve customer service, the Test Studio Product may use your internal network andinternet connection for the purpose of transmitting and validating license-related data at thetime of installation, registration or update to a license server. Activation is based on theexchange of license related data between your computer and our server. You agree that we andour licensors may use these measures and you agree to follow any applicable requirements.
4.D.3.2. Use of Data . By your acceptance of the terms of this License or use of the Test Studio
Product, you authorize the collection, use and disclosure of information collected by us for the
purposes provided for in this section and/or as set forth in Section 1.12. of this EULA.
International users understand and consent to the processing of personal information in the
United States for the purposes described herein.
4.D.3.3. Activation Checks and Communication with External Servers . From time to time theTest Studio Product will communicate with our server to ensure the Product is properlyactivated. The Product may also communicate with external servers for the purposes ofmaintenance of quality of the service, trends identification and usage statistics. You agree that
the Product may use your internal network and internet connection for the above purposes.
4.D.3.4. Moving Test Studio Products . If you wish to activate a Test Studio Product on adifferent machine you must first deactivate the Product on the machine where it is currently inuse. Only then can you activate the Product on another machine. If Test Studio Products
Product Package, for which you have purchased one or more licenses, does not include theProgress Telerik Test Studio Licensing Server component, and if you do not have an internet
connection, you can use the manual de-activation option. If you experience any troubles,
please contact our sales team (sales@telerik.com).
4.D.3.5. Archival Copies . You may make one archival (backup) copy of the Test Studio ProductPackage for which you have obtained a Paid License. The archival copy may not be used or
installed as long as another copy of the Test Studio Product Package (or any portion thereof) is
installed on any machine.
4.D.3.6. Prior Versions . You may install prior versions of the Test Studio Product Package on thesame machine on which you have installed, and on which your Authorized Users are using, acurrent version of the Test Studio Product Package under the terms of a Paid License. A priorversion may be used by your Authorized Users in place of the current version of the Test Studio
Product Package. We do not grant you an additional license to use the prior version of the Test
Studio Product Package; the prior version may be used only as a substitute for the current
version subject to the terms and conditions of the Paid License except that, notwithstanding
anything to the contrary in this EULA, we make no warranties and assume no indemnification
obligations to you, your Permitted End Users or any other party with respect to any prior version.
4.D.4. Secure Use of Certain Test Studio Components. The Test Studio components that provide
test storage, scheduled execution, and web results display (namely, Test Studio (Standalone
Application), Test Studio Runtime, Storage Service, Scheduling Server and Executive
Dashboard), communicate via web protocols. For this reason, these components should only
be installed in a secured test environment without access to business or environment-criticalassets.
Progress® DevTools Products and Collections EULA
Rev. TMPLT07Aug2024