APPEON SOFTWARE LICENSE
AGREEMENT(Last Updated January 21, 2022)
General (applies to all countries, except those for which a specific country version is posted)
IMPORTANT NOTICE: READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLYBEFORE USING THE ENCLOSED PROGRAM. YOU MAY USE THE PROGRAM ACQUIREDONLY IN THE COUNTRY IN WHICH THIS LICENSE WAS ACCEPTED, AND ONLY IN
ACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREETO BE BOUND BY THESE TERMS, YOU MAY NOT USE THE PROGRAM. BY
DOWNLOADING, INSTALLING, OR USING THE PROGRAM IN ANY WAY, YOU
ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS OF
THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, PRESENT YOURRECEIPT OR OTHER PROOF OF PURCHASE, TOGETHER WITH THE PROGRAM,DOCUMENTATION AND PACKAGING (IF ANY) TO THE ENTITY FROM WHICH YOUOBTAINED THIS PRODUCT WITHIN THIRTY (30) DAYS TO REQUEST A REFUND. THIS IS A
LICENSE AND NOT A SALE.
These license terms are an agreement between you and Appeon Inc. for Use of the Program. The terms
also apply to any Appeon services or Updates for the Program, except to the extent those have different
terms. If You have signed a written software license agreement with Appeon, such signed license
agreement shall supersede and replace this Agreement and any other license agreement with Appeon
that is embedded in or accompanying this Program.
Use by Employee, Contractor, Agent or other Third Party: if you are downloading or installing theProgram (including Updates) on behalf of another person or entity, you hereby represent and warrant
that you have the authority to bind the party or entity for which you are performing the download or
installation to the terms and conditions of this Agreement. If you do not have such authority, you may
not download or install the Program or Updates.
1. ABBREVIATIONS AND DEFINITIONS. Abbreviations and definitions appear at the end of thisAgreement.
2. LICENSE.
2.1 Subject to the terms and conditions set forth in this Agreement, Appeon grants to You a nonexclusive, non-transferable license to Use each licensed Program within the country specified on theOrder or Reseller's order. Each Program shall be subject to the usage limitations based on quantity andtype of license purchased, as indicated on the Order or Reseller's order, and the Fair Usage Policy(/appeon-fair-usage-policy.html). You may Use the Program (and accompanying Redistributables)
solely for Your internal business purposes by Your employees, agents and contractors (including third

Page 1 of 14

parties performing services for You), unless otherwise permitted by the type of license purchased. If you
purchased a subscription-based (non-perpetual) license, You may Use the Program only during theapplicable Subscription Term. If the license type is not indicated in the Order or Reseller's order, thelicense type shall be a Seat License to be Used on a non-perpetual basis with a Subscription Term of one(1) year. The Program, license, Redistributables, and Documentation may not be transferred, sold,assigned, sublicensed or otherwise conveyed (whether by operation of law or otherwise) to another party
without Appeon's prior written consent and payment of any applicable fees in accordance with Appeon's
then-current policies.
2.2 You may not modify, reverse engineer, decompile or disassemble the Program (except as
specifically permitted by law without the possibility of contractual waiver or as expressly permitted in
the Documentation). You may not share, publish, rent or lease the Program, or provide the Program as astand-alone offering for others to Use. Redistributables shall be Used solely for the purpose of runningYour Business Application, which shall be developed Using licensed copies of the Program. You shallnot remove any copyright notices or other proprietary notices from the Program, and shall reproduce
such notices on all copies of the Program. Results of benchmark or other performance tests run on the
Program may not be disclosed to any third party without Appeon's prior written consent.
2.3 Appeon shall make the Program (and any Updates available at the time) available to You, via ESD,
and if applicable, an activation code or other means permitting You to install and activate each license
specified on the Order or Reseller's order. Risk of loss passes at the time of such electronic delivery.
You, at Your own expense, shall be responsible for properly installing and configuring the Program (andall Updates).
2.4 Third-party software that are accompanied by a separate license agreement from a third party(“Other Software”) are under such third-party license terms. The Program gives you the option to
download third-party software from package managers (“Packages”). The terms of this Agreement shallnot apply to Other Software and Packages, except that, as between You and Appeon, the provisions of
this Section 2.4, Section 3, Section 7.4 and Section 9.8 shall apply. Third-party software notaccompanied by a license agreement from a third party shall be subject to the terms of this Agreement.
By downloading, installing, or using the Program in any way, you acknowledge that you have read,understand and agree to the licenses of the third-party software of the Program posted to the Appeon
website (/thirdpartylicenses.html).
2.5 No more often than once in any 12-month period, Appeon may, at its expense, upon written noticeand during business hours, audit the number of copies of the Program in Use and Your compliance withthe applicable usage limitations set forth by this Agreement. The auditors shall protect theconfidentiality of Your information. If the Use of the Program is found to be greater than that for which
You are licensed, You shall pay any additional amounts due based upon the list prices set forth in thePrice List in effect upon the date of notice of the audit. Your refusal to permit an audit within a period ofthirty (30) calendar days following receipt of notice shall be a material breach of this Agreement.
3. PAYMENT AND TAXES.
3.1 Unless otherwise agreed to in writing by Appeon or Reseller, payment for all perpetual licenses must
be received in full prior to the delivery of Your Order and payment for all subscription fees (e.g. fees forPage 2 of 14

non-perpetual licenses and Support) shall be paid annually in advance. If You have purchased a
subscription-based (non-perpetual) license to the Program and wish to continue Using the Program
beyond the Subscription Term, You must place a renewal Order prior to the expiration of such
Subscription Term; once Your Subscription Term has expired Your access to and Use of the Programs
will cease. If You have purchased a perpetual license to the Program and wish to continue receiving
Updates or Support beyond the Subscription Term, You must place a renewal Order prior to the
expiration of such Subscription Term; if Your Subscription Term has expired for a period greater thansix (6) months You will not be eligible to reinstate Support for the applicable licenses, and should You
wish to receive Updates for the applicable licenses You will be required to purchase new licenses.
3.2 Unless otherwise agreed to in writing by Appeon or Reseller, You shall pay all invoices issued by
Appeon or Reseller, in United States currency, within thirty (30) days of Your Order. You will
reimburse Appeon or Reseller for all reasonable costs incurred (including reasonable attorneys' fees) incollecting past due amounts.
3.3 You shall be responsible for and agree to pay all applicable sales or use, goods and services, value
added, consumption or other similar fees, duties or taxes imposed by any government (other thanAppeon's income and corporate franchise taxes). If You are required to pay any withholding tax, charge,or levy from any payments due to Appeon hereunder, You agree to gross up payments actually made toAppeon such that Appeon receives the amount due hereunder in full and free of any deduction for any
such withholding tax, charge, or levy. Where applicable law requires You to self-assess or reversecharge any taxes, You shall be responsible for complying with such law.
4. TECHNICAL SUPPORT.
Subject to the terms and conditions of this Agreement, including, without limitation, Your on-time
payment of applicable fees, Appeon and its Affiliates will provide You the level of Support (including
Updates) in accordance with Appeon’s then-current support policies posted to the Appeon Website(/appeon-standard-support-plan.html). Support shall solely be provided for the "Supported Program"listed on such Order or Reseller's order. "Supported Program" shall mean the then-current Major
Version or LTS Version of a listed Program running in a "Compatible Configuration" and, for a periodof twelve (12) months after the introduction of a new Major Version of such Program or for a period ofeighteen (18) months after the introduction of a new LTS Version, the immediately preceding Major
Version or LTS Version of the Program. "Compatible Configuration" shall mean (i) the Programs are
installed to the correct software and hardware (if applicable) system as specified in the Documentation,(ii) all software and hardware has been configured properly in accordance with the Documentation orappropriate third-party vendor’s documentation (as applicable), and (iii) the Programs are used properlyin accordance with the Documentation. Appeon will use commercially reasonable efforts to correct or
circumvent defects in the Supported Program that can be reproduced at an Appeon support facility.
Appeon shall have no obligation to provide Support with respect to: (a) defects that have been corrected
in a newer generally-available Update; (b) misconfiguration or improper Use of the Program; (c) Use of
the Program on any unsupported computer hardware or software environment; or (d) Use of any versionof the Program modified by You in breach of this Agreement. Appeon has no obligation to modify any
version of the Program to run with new versions of the Operating System Software. Appeon reserves theright to make corrections only to the most current generally-available Major Version of the Program.

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5. CONFIDENTIALITY.
"Confidential Information" shall include the Program (including methods or concepts utilized therein)
and all information identified by Appeon as proprietary or confidential. Confidential Information shallremain the sole property of Appeon and its Affiliates, and shall not be disclosed to any third party
without the express written consent of Appeon; except that You may disclose Confidential Information
to a third party performing services for Your benefit, provided that such third party is bound by a written
non-disclosure agreement with You that protects such Confidential Information in a manner consistent
with this Agreement.
You acknowledge and agree that the Program may make Internet connections in order to:- Validate Your license for the Programs;- Provide Program usage statistics;- Check for Updates; and- Provide other services to You.
For more details, please review Appeon's privacy policy posted to the Appeon Website (/privacystatement.html).
Except with respect to the Program, items will not be deemed Confidential Information if (a) available
to the public other than by a breach of an agreement with Appeon; (b) rightfully received from a third
party not in breach of any obligation of confidentiality; (c) independently developed by You without
access to the Confidential Information; or (d) proven to have been known to You at the time of
disclosure. You shall immediately inform Appeon if You are required to produce Confidential
Information by operation of law, and if so requested by Appeon, shall provide reasonable assistance toAppeon in seeking to limit such production. A copyright notice on a Program does not, by itself,
constitute evidence of publication or public disclosure.
6. OWNERSHIP AND PROPRIETARY RIGHTS.
Each Program is licensed, not sold. All copyright and other intellectual property rights in the Program,
Documentation, and all copies thereof, are owned by Appeon or its Affiliates and its respective
licensors, and are protected by copyright and/or trade secret laws and international treaty provisions.
Appeon or its Affiliates and its respective licensors reserve and retain ownership in and to (i) all rights,
title and interest to the Program, Documentation, and all copies thereof, (ii) all rights, title and interest to
all copyright and other intellectual property rights in each Program and each copy of the Program, and(iii) all other rights not expressly granted herein. You acquire only the non-exclusive non-transferable
right to Use the Program subject to the conditions set forth in this Agreement, and do not acquire any
ownership or distribution rights whatsoever in the Program. When You have ceased Using the Program,
You shall return or destroy the Program, Documentation, and all copies thereof. A license to Use a
Program does not include any right, implied or otherwise, to implement patents or other intellectual
property of Appeon or its Affiliates and its respective licensors.
7. LIMITED WARRANTY AND LIMITATIONS ON LIABILITY.
7.1 Unless otherwise specified in the Documentation, for a period of ninety (90) days from the date ofshipment (or date on which the Program is made available) to You, Appeon warrants that the Program,

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when Used in accordance with the Documentation, will operate substantially with such Documentation.
THE PROGRAM IS ONLY COMPATIBLE WITH CERTAIN COMPUTER HARDWARE AND
OPERATING SYSTEM SOFTWARE, and no warranty is provided with respect to use of the Program
within an unsupported computer hardware or software environment. In the event of a non-conforming
Program, Your sole remedy shall be, at Appeon's option, replacement of the defective Program or arefund equal to the amount of license fees paid for the affected Programs within the twelve-month
period immediately preceding the warranty claim. This limited warranty gives You specific legal rights.
You may have other rights that vary from jurisdiction to jurisdiction. Appeon warranties extend solely toYou, the original licensee.
7.2 APPEON AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES AND
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIEDWARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT,
ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE,
AND CONDITIONS OF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR
IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE, WITHRESPECT TO THE PROGRAM, DOCUMENTATION, SUPPORT OR OTHER SERVICESRELATED TO THE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ONIMPLIED WARRANTIES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NO
WARRANTY IS MADE REGARDING THE RESULTS TO BE OBTAINED FROM ANY
PROGRAM OR SERVICES, THAT THE PROGRAM WILL BE ERROR FREE, OR THAT ALL
ERRORS IN THE PROGRAM WILL BE CORRECTED. YOU ACKNOWLEDGE YOURRESPONSIBILITY TO (A) REGULARLY BACK UP DATA, AND (B) ADEQUATELY TEST THE
PROGRAM.
7.3 The Program is not fault-tolerant and is not designed, manufactured or intended for use inapplications in which the failure could lead directly or indirectly to death, personal injury, or severe
physical or environmental damage, including, without limitation, the on-line control of nuclear facilities,
aircraft navigation or communication systems, air traffic control, direct life support machines, or
weapons systems. APPEON, ITS AFFILIATES, AND ITS LICENSORS SPECIFICALLY DISCLAIM
ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
7.4 LIMITATIONS ON LIABILITY. NEITHER APPEON, NOR ITS AFFILIATES, NOR ANY OF
ITS LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSTPROFITS), WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL
LIABILITY OF APPEON AND ITS AFFILIATES, IF ANY, ARISING OUT OF THIS AGREEMENTOR YOUR USE OF THE PROGRAM OR RELATED SERVICES SHALL NOT EXCEED AN
AMOUNT EQUAL TO THE LICENSE OR SERVICE FEES PAID FOR THE PROGRAM ORSERVICES GIVING RISE TO THE CLAIM. LICENSORS OF SOFTWARE COMPONENTS
INCLUDED IN APPEON PRODUCTS SHALL NOT BE LIABLE FOR DIRECT DAMAGES. SOMEJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAINDAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
8. TERMINATION.

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8.1 This Agreement becomes effective on the date You legally acquired the Program. If You haveacquired a subscription-based (non-perpetual) license to the Program, this Agreement will continue in
effect until the end of the Subscription Term unless earlier terminated as set forth below. If You haveacquired a perpetual license to the Program, this Agreement will continue in effect unless earlier
terminated as set forth below.
8.2 The Subscription Term may be extended by placing a renewal Order prior to the expiration of such
Subscription Term or enrolling in automatic renewal. If enrolled in automatic renewal, the Subscription
Term will continue and automatically renew until terminated. You can disenroll from automatic
renewal at any time, and You will continue to have access to the applicable Programs and Support
through the end of the current Subscription Term. To disenroll, go to the "Renewals & Upgrades" pageon the appeon.com website and follow the instructions.
8.3 This Agreement shall terminate automatically and immediately without notice upon any transfer or
attempted transfer of the Program in violation of this Agreement. Either party may terminate thisAgreement upon any other material breach of this Agreement by the other party which has not beencorrected within thirty (30) calendar days after written notice.
8.4 Your rights to Use the Redistributables shall survive expiration of this Agreement, provided that i)
no further modification is made to Your Business Application (either source or object code) after said
expiration, and ii) Your continued Use of the Redistributables is in accordance with the terms of thisAgreement, including but not limited to restrictions of Use as set forth in Section 2.2 and compliancewith U.S. laws. In the event Appeon terminates this Agreement due to Your breach of this Agreement,
all rights granted to You in the Redistributables shall immediately terminate.
8.5 Except for Your right to Use the Redistributables as expressly provided in Section 8.4, upon any
expiration or termination of this Agreement, all licenses granted hereunder shall terminate and You shallcease Using the Program and Documentation (whether or not modified or merged into other materials).
Termination shall not relieve You from paying all fees accruing prior to termination and shall not limit
either party from pursuing any other available remedies. Sections 1, 3, 5, 6, 7, 8, 9, 10, and 11, shallsurvive termination of this Agreement.
9. GENERAL.
9.1 Neither this Agreement, nor any rights or obligations arising hereunder, nor any license granted
herein may be assigned by You (whether by operation of law or otherwise) without Appeon's priorwritten consent. Any such purported assignment shall be void. The terms and conditions of the licenses
granted hereunder shall be binding upon any permitted assignees or transferees, if any.
9.2 This Agreement is the entire agreement of the parties and supersedes all previous andcontemporaneous communications, representations, or agreements regarding the subject matter hereof.
This Agreement may be amended or modified only by a written agreement signed by both You and acorporate officer of Appeon. NO LICENSOR, DISTRIBUTOR, DEALER, RESELLER, OR SALESPERSON IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY
REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE

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TERMS OF THIS AGREEMENT. Any terms preprinted on or attached to any Purchase Order shall be
void even if Appeon has acknowledged such Purchase Order. In the event of any conflict between theterms of this Agreement and a Purchase Order, the terms of this Agreement shall prevail over the
Purchase Order.
9.3 You shall not transfer, directly or indirectly, any restricted Program or technical data received from
Appeon, or the direct product of such data, to any destination or entity subject to export restrictions
under U.S. law, unless prior written authorization is obtained from the appropriate U.S. agency.
9.4 Appeon shall not be liable by reason of any failure or delay in the performance of its obligations
hereunder on account of: acts by You, acts of God or the public enemy, war, terrorism, riots, strike,embargo, acts of civil or military authority, unavailability of communications facilities or energy
sources, or any other cause that is beyond the reasonable control of Appeon.
9.5 The Program is restricted commercial computer software. If this license is acquired under a U.S.
Government contract, Use, duplication or disclosure by the U.S. Government is subject to restrictions set
forth in this Agreement or in a written license agreement that incorporates applicable FAR provisions,for example FAR 52.22719. Appeon reserves all unpublished rights under the United States copyrightlaws.
9.6 All notices relating to this Agreement shall be in writing and shall be effective upon receipt and, if toYou, sent to the email or physical address indicated in Your Order, and if to Appeon, by overnightdelivery service or prepaid mail with return receipt requested sent to Appeon's headquarters at thephysical address listed on Appeon's website at www.appeon.com.
9.7 If any provision of this Agreement is held to be unenforceable, the parties shall substitute an
enforceable provision for the affected provision that approximates the intent and economic effect of theaffected provision, and the remaining provisions of this Agreement shall remain in full force and effect.
The failure or delay by either party to enforce any term of this Agreement shall not be deemed a waiverof such term.
9.8. This Agreement and any claims arising out of or relating to this Agreement, regardless of the natureof such claims, and its subject matter shall be governed by and construed under the laws of the State ofCalifornia, U.S.A. without reference to its conflicts of law principles. Any action at law relating to thisAgreement may only be brought before the courts of competent jurisdiction in San Francisco County,
California, U.S.A. The United Nations Convention on Contracts for the International Sale of Goods shallnot apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not
apply. Licensee must initiate a cause of action for any claim(s) arising out of or relating to thisAgreement and its subject matter within one (1) year from the date when Licensee knew, or should have
known after reasonable investigation, of the facts giving rise to the claim(s).
9.9 The parties have agreed that this Agreement and all documents contemplated hereby be drawn up in
English, and any proceedings arising hereunder will take place in English. IF APPEON OR RESELLER
HAS PROVIDED YOU WITH A TRANSLATION OF THE ENGLISH LANGUAGE VERSION OF
THIS AGREEMENT, THE ENGLISH LANGUAGE VERSION OF THIS AGREEMENT WILL BE
THE VERSION USED WHEN INTERPRETING OR CONSTRUING THESE TERMS.

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10. COUNTRY UNIQUE TERMS. If you purchased the Program in any territory specified below (the"Local Territory"), this section sets forth specific provisions as well as exceptions to the above terms andcondition. To the extent any provision applicable to the Local Territory (the "Local Provision") set forth
below is in conflict with any other term or condition in this agreement, the Local Provision willsupersede such other term or condition with respect to any licenses purchased in the Local Territory.
Australiaa) Limited Warranty and Limitations on Liability (Section 7.2): The following replaces the terms of
Section 7.2 in its entirety:
7.2 Subject to Sections 7.5 and 7.6 below, APPEON DISCLAIMS ALL OTHER WARRANTIES AND
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIEDWARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY OF
INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, AND CONDITIONSOF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A
RESULT OF A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE
PROGRAM, DOCUMENTATION, SUPPORT OR OTHER SERVICES RELATED TO THE
PROGRAM. Some jurisdictions do not allow limitations on implied warranties so the above limitations
may not apply to You. NO WARRANTY IS MADE REGARDING THE RESULTS TO BE
OBTAINED FROM ANY PROGRAM OR SERVICES, THAT THE PROGRAM WILL BE ERROR
FREE, THAT ALL ERRORS IN THE PROGRAM WILL BE CORRECTED, OR THAT THE
PROGRAM’S FUNCTIONALITY WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE
YOUR RESPONSIBILITY TO (a) REGULARLY BACK UP DATA, AND (b) ADEQUATELY TESTPROGRAM PRIOR TO DEPLOYMENT.
b) Limitations on Liability (Section 7.4): The following replaces the terms of Section 7.4 in its entirety
and adds Sections 7.5 and 7.6:
7.4 To the full extent permitted by law, NEITHER APPEON, NOR ITS AFFILIATES, NOR ANY OF
ITS LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OR INACCURACY
OF DATA, LOSS OF PROFITS OR EXPECTED SAVINGS, LOSS OF OR DAMAGE TOGOODWILL OR ANY OTHER FORM OF EXPECTATION BENEFIT, OR LOSS OR DAMAGE
ARISING FROM ANY LIABILITY TO ANY THIRD PARTY, WHETHER BASED ON
CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF APPEONAND ITS AFFILIATES, IF ANY, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE
PROGRAM OR RELATED SERVICES SHALL NOT EXCEED AN AMOUNT EQUAL TO THE
LICENSE OR SERVICE FEES PAID FOR THE PROGRAM OR SERVICES GIVING RISE TO THE
CLAIM. LICENSORS OF SOFTWARE COMPONENTS INCLUDED IN APPEON PRODUCTS
SHALL NOT BE LIABLE FOR DIRECT DAMAGES.
7.5 In the event that any Program license or services supplied under this Agreement is deemed toconstitute a supply of goods or services to a consumer as defined in the Trade Practices Act 1974 (Cth)as amended or other legislation ("the Acts") nothing contained in this Agreement excludes, restricts ormodifies any condition, warranty or other obligation herein, where to do so is unlawful. To the full

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extent permitted by law, where the benefit of any such condition, warranty or other obligation isconferred upon You pursuant to any of the Acts, Appeon's sole liability for breach of any suchcondition, warranty or other obligation shall be limited to: (a) in relation to goods: (i) replacement or
repair, or (ii) refund of the fees paid for such goods; and (b) in relation to services: (i) the supplying of
the services again, or (ii) refund of the fees paid for such services; as in each case Appeon may elect.
7.6 Appeon's goods come with guarantees that cannot be excluded under the Australian Consumer Law.
You are entitled to a replacement or refund for a major failure and for compensation for any otherreasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if
the goods fail to be of acceptable quality and the failure does not amount to a major failure. These rights
may be lawfully limited in respect of goods or services not ordinarily acquired for personal, domestic orhousehold use or consumption. To request a replacement or a refund, please send your written request to
Appeon's headquarters at the physical address listed on Appeon's website at www.appeon.com.
Belgium and Denmarka) Limitations on Liability (Section 7.4): The following replaces the terms of Section 7.4 in its entirety:
7.4 NEITHER APPEON, NOR ITS AFFILIATES, NOR ANY OF ITS LICENSORS SHALL BE
LIABLE FOR ANY LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON
CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CASES OF FRAUD,WILFUL MISCONDUCT OR BREACH OF A MATERIAL OBLIGATION (WHERE THE
ABSENCE OF COMPLIANCE WITH THAT OBLIGATION WOULD VOID THE CONTRACTFROM ITS SUBSTANCE), THE TOTAL LIABILITY OF APPEON AND ITS AFFILIATES, IF ANY,ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE PROGRAM OR RELATEDSERVICES SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LICENSE OR SERVICE FEESPAID FOR THE PROGRAM OR SERVICES GIVING RISE TO THE CLAIM. LICENSORS OF
SOFTWARE COMPONENTS INCLUDED IN APPEON PRODUCTS SHALL NOT BE LIABLE
FOR DIRECT DAMAGES.
Germanya) Limitations on Liability (Section 7.4): the following replaces the terms of Section 7.4 in its entirety:
7.4.1 Except in cases of willful misconduct or gross negligence neither Appeon, nor its Affiliates, nor
any of its licensors shall be liable for: a) any loss or inaccuracy of data, loss of profits, loss resulting
from business disruption, loss of contracts, loss of revenue, loss of anticipated savings, loss of goodwill,
lost or wasted management time or time of other employees or contractors, and/or b) any indirect,
special, incidental or consequential damages, whether based on contract, tort or other legal theory, evenif such party has been advised of the possibility of such damages.
7.4.2 Except in cases of willful misconduct or gross negligence and in cases under the product liability
act, the total liability of Appeon and its Affiliates, if any, arising out of this Agreement whether based oncontract, tort or other legal theory, or Customer's use of the Program or related services shall not exceed
an amount equal to the license or service fees paid for the Program or service giving rise to the claim.

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7.4.3 Licensors of software components included in the Appeon products shall not be liable for direct
damages.
7.4.4 Neither Appeon, nor its Affiliates, nor any of its licensors shall be liable for damages caused by anegligent breach of a non-material contractual obligation or for damages considered atypical or
unforeseeable in the scope of this Agreement.
Japana) PAYMENT AND TAXES (Section 3.1): the terms of Section 3.1 are deleted in its entirety.
b) PAYMENT AND TAXES (Section 3.2): the following replaces the terms of Section 3.2 in its
entirety:
3.2 Unless otherwise agreed to in writing by Reseller, You shall pay all invoices issued by Reseller, inJapanese currency, no later than the due date specified on such invoices. You will reimburse Appeon or
Reseller for all reasonable costs incurred (including reasonable attorneys' fees) in collecting past due
amounts.
New Zealanda) Limitations on Liability (Section 7.4): the following replaces the terms of Section 7.4 in its entirety
and adds section 7.5:
7.4 NEITHER APPEON, NOR ITS AFFILIATES, NOR ANY OF ITS LICENSORS SHALL BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,INCLUDING, BUT NOT LIMITED TO, LOSS OR INACCURACY OF DATA, LOSS OF PROFITSOR EXPECTED SAVINGS, LOSS OF OR DAMAGE TO GOODWILL OR ANY OTHER FORM OF
EXPECTATION BENEFIT, OR LOSS OR DAMAGE ARISING FROM ANY LIABILITY TO ANY
THIRD PARTY, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL LIABILITY OF APPEON AND ITS AFFILIATES, IF ANY, ARISING OUT OF THISAGREEMENT OR YOUR USE OF THE PROGRAM OR RELATED SERVICES SHALL NOT
EXCEED AN AMOUNT EQUAL TO THE LICENSE OR SERVICE FEES PAID FOR THE
PROGRAM OR SERVICES GIVING RISE TO THE CLAIM. LICENSORS OF SOFTWARECOMPONENTS INCLUDED IN APPEON PRODUCTS SHALL NOT BE LIABLE FOR DIRECTDAMAGES.
7.5 In the event that any Program license or services supplied under this Agreement is deemed toconstitute a supply of goods or services to a consumer as defined in the Consumer Guarantees Act 1993
as amended or other legislation ("the Acts") nothing contained in this Agreement excludes, restricts ormodifies any condition, warranty or other obligation herein, where to do so is unlawful. To the full
extent permitted by law, where the benefit of any such condition, warranty or other obligation isconferred upon You pursuant to any of the Acts, Appeon's sole liability for breach of any suchcondition, warranty or other obligation shall be limited to: (a) in relation to goods: (i) replacement or
repair, or (ii) refund of the fees paid for such goods; and (b) in relation to services: (i) the supplying of
the services again, or (ii) refund of the fees paid for such services; as in each case Appeon may elect.

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South Africaa) Limitations on Liability (Section 7.4): The following replaces the terms of Section 7.4 in its entirety:
7.4 UNDER NO CIRCUMSTANCES SHALL APPEON, NOR ITS AFFILIATES, NOR ANY OF ITS
LICENSORS BE LIABLE TO THE CUSTOMER FOR ANY OF THE FOLLOWING TYPES OF
LOSS OR DAMAGE ARISING UNDER OR IN RELATION TO THIS AGREEMENT (WHETHERARISING OUT OF ANY INDEMNITY IN THIS AGREEMENT, BREACH OF CONTRACT,DELICT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE AND GROSS NEGLIGENCE),
MISREPRESENTATION (WHETHER UNDER THE LAW OF DELICT OR STATUTORY),
BREACH OF STATUTORY DUTY, BREACH OF WARRANTY, CLAIMS BY THIRD PARTIESFROM ANY REPUDIATORY, MATERIAL OR OTHER BREACH (HOWEVER MINOR) OF THISAGREEMENT (WHETHER OR NOT INTENTIONAL), FROM WILFUL MISCONDUCT OR
OTHERWISE): (a) (i) ANY LOSS OR INACCURACY OF DATA, (ii) LOSS OF PROFITS, (iii)
LOSS OF BUSINESS, (iv) LOSS RESULTING FROM BUSINESS DISRUPTION, (v) LOSS OF
CONTRACTS, (vi) LOSS OF REVENUE, (vii) LOSS OF ANTICIPATED SAVINGS, (viii) LOSS OF
GOODWILL, (ix) LOSS OF REPUTATION, (x) PAYMENTS MADE TO A THIRD PARTY, (xi)LOST OR WASTED MANAGEMENT TIME OR TIME OF OTHER EMPLOYEES OR
CONTRACTORS, (xii) CHARGES LEVIED BY ANY THIRD PARTY, (xiii) ANY ADDITIONALBANK BORROWINGS OR CHARGES RELATING TO BANK BORROWINGS, (xiv) COSTS OFRECOVERING DEBT (REGARDLESS OF WHETHER DUE) OR (xv) ANY ADMINISTRATIVECOSTS (REGARDLESS OF WHETHER THESE TYPES OF LOSS OR DAMAGE LISTED IN THIS
SUB-PARAGRAPH (a) ARE DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL); OR (b) ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGESWHATSOEVER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHLOSSES OR DAMAGES. UNDER NO CIRCUMSTANCES SHALL THE TOTAL AGGREGATE
LIABILITY OF APPEON (OR ITS AFFILIATES) TO THE CUSTOMER (HOWEVER ARISING)
UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING (BUT NOT LIMITEDTO) LIABILITY UNDER ANY INDEMNITY IN THIS AGREEMENT, FOR BREACH OF
CONTRACT, DELICT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE AND GROSSNEGLIGENCE), MISREPRESENTATION (WHETHER UNDER THE LAW OF DELICT ORSTATUTORY), BREACH OF STATUTORY DUTY, BREACH OF WARRANTY, CLAIMS BY
ANY THIRD PARTIES FROM ANY REPUDIATORY, MATERIAL OR OTHER BREACH(HOWEVER MINOR) OF THIS AGREEMENT (WHETHER OR NOT INTENTIONAL), FROMWILFUL MISCONDUCT OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE LICENSEOR SUPPORT FEES PAID FOR THE PROGRAM OR SERVICES GIVING RISE TO THE CLAIM.
LICENSORS OF SOFTWARE COMPONENTS INCLUDED IN APPEON PRODUCTS SHALL NOT
BE LIABLE FOR DIRECT DAMAGES. NOTWITHSTANDING ANY OTHER CLAUSE IN THISAGREEMENT, APPEON DOES NOT EXCLUDE OR LIMIT ITS LIABILITY FOR DEATH ORPERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR ANY LIABILITY WHICH CAN
NOT BE EXCLUDED BY LAW.
United Kingdom and Europe, Middle East, and Africa (except Belgium, Denmark, Germany,
Netherlands, Norway, South Africa, Sweden, and Switzerland)a)Limitations on Liability (Section 7.4): The following replaces the terms of Section 7.4 in its entirety:

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7.4.1 UNDER NO CIRCUMSTANCES SHALL APPEON, NOR ITS AFFILIATES, NOR ANY IF ITS
LICENSORS BE LIABLE TO THE CUSTOMER FOR ANY OF THE FOLLOWING TYPES OF
LOSS OR DAMAGE ARISING UNDER OR IN RELATION TO THIS AGREEMENT (WHETHERARISING OUT OF LIABILITY UNDER BREACH OF CONTRACT, TORT (INCLUDING BUT
NOT LIMITED TO NEGLIGENCE), ANY INDEMNITY IN THIS AGREEMENT,MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), BREACH OF STAUTORY
DUTY, BREACH OF WARRANTY, CLAIMS BY THIRD PARTIES FROM ANY REPUDIATORY,
MATERIAL OR OTHER BREACH (HOWEVER MINOR) OF THIS AGREEMENT (WHETHER ORNOT INTENTIONAL), FROM WILFUL MISCONDUCT OR OTHERWISE): (a) (i) ANY LOSS OR
INACCURACY OF DATA, (ii) LOSS OF PROFITS, (iii) LOSS OF BUSINESS (iv) LOSSRESULTING FROM BUSINESS DISRUPTION, (v) LOSS OF CONTRACTS, (vi) LOSS OF
REVENUE, (vii) LOSS OF ANTICIPATED SAVINGS, (viii) LOSS OF GOODWILL, (ix)LOSS OF
REPUTATION (x) PAYMENTS MADE TO A THIRD PARTY (xi) LOST OR WASTEDMANAGEMENT TIME OR TIME OF OTHER EMPLOYEES OR CONTRACTORS, (xii) CHARGESLEVIED BY ANY THIRD PARTY, (xiii) ANY ADDITIONAL BANK BORROWINGS OR
CHARGES RELATING TO BANK BORROWINGS, COSTS OF RECOVERING DEBT(REGARDLESS OF WHETHER DUE) OR (xiv) ANY ADMINISTRATIVE COSTS, (REGARDLESSOF WHETHER THESE TYPES OF LOSS OR DAMAGE LISTED IN THIS SUB-PARAGRAPH (a)ARE DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL); or (b) ANY INDIRECT, SPECIAL,INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
7.4.2 SUBJECT TO SECTION 7.4.4, UNDER NO CIRCUMSTANCES SHALL THE TOTALAGGREGATE LIABILITY OF APPEON (OR ITS AFFILIATES) TO YOU (HOWEVER ARISING)
UNDER OR IN RELATION TO THIS AGREEMENT OR IN CONNECTION WITH YOUR USE OF
THE PROGRAM OR RELATED SERVICES, INCLUDING (BUT NOT LIMITED TO) LIABILITY
FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER ANY INDEMNITY
IN THIS AGREEMENT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY),
BREACH OF STATUTORY DUTY, BREACH OF WARRANTY, CLAIMS BY THIRD PARTIESFROM ANY REPUDIATORY, MATERIAL OR OTHER BREACH (HOWEVER MINOR) OF THISAGREEMENT (WHETHER OR NOT INTENTIONAL), FROM WILFUL MISCONDUCT OR
OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE LICENSE OR SERVICE FEES PAID FOR
THE PROGRAM OR SERVICES GIVING RISE TO THE CLAIM.
7.4.3 FOR THE AVOIDANCE OF DOUBT, LICENSORS OF SOFTWARE COMPONENTS
INCLUDED IN APPEON PRODUCTS SHALL NOT BE LIABLE TO YOU IN ANY
CIRCUMSTANCES FOR DAMAGES (WHETHER DIRECT OR INDIRECT).
7.4.4 NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, APPEON DOES NOTEXCLUDE OR LIMIT ITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITSNEGLIGENCE OR FOR ANY LIABILITY WHICH CAN NOT BE EXCLUDED BY LAW.
11. ABBREVIATIONS AND DEFINITIONS.
"Affiliate" of a party – means (i) any legal entity that, directly or indirectly, owns more than fifty percent(50%) of the outstanding voting securities of that party, and (ii) any legal entity that, directly orPage 12 of 14

indirectly, is Controlled by that party. “Control” means the direct or indirect possession of the power todirect or cause the direction of the management and policies of an entity, whether through ownership, bycontract or otherwise.""Agreement" – means this software license agreement, together with each Order Form and/or Purchase
Order, any applicable supplements, amendments, addenda, and product-specific license terms.
"Appeon" – means Appeon Inc., a California corporation with corporate registration number C4021400.
"Business Application" – means the compiled or generated output from the Program that shall be Usedby You for Your internal business purposes only.
"Development and Test License" or "DT" – means a User Session License or Server License that is fordevelopment and testing purposes. You are not authorized to alter, remove, or circumvent watermarks orother mechanisms in the Program.
"Documentation" – means the installation instructions and user manuals supplied with the Program.
"Downgrade" – means migration from one edition of the Program to another edition with decreased
functionality.
"ESD" – means electronic software download.
"Fair Usage Policy" – means Appeon’s then-current policy, posted to the Appeon Website (/appeon-fairusage-policy.html), permitting reasonable usage of Redistributables (if applicable) and/or the Programs.
"Machine" – means a computer hardware system running a copy of the Operating System Software. For
the avoidance of doubt, a single instance of a virtualized Machine is considered a Machine.
"Maintenance Release" or "MR" – means a minor release of the Program containing error corrections fordefects of the Program or Documentation.
"Major Version" – means a major release of the Program containing new features and functions.
"Operating System Software" – means the operating system software on which the Program (orcomponent thereof) is designed to be Used, as specified in the Documentation.
"Order" – means an Order Form or Purchase Order signed by customer and accepted by Appeon, as
confirmed by an Appeon invoice.
"Order Form" – means a standard form purchase authorization document made available by Appeon, ina printed or electronic format, containing order information for each customer order.
"OT" – denotes "other", and is designated for products or services included on an Order or Reseller’sorder, which are not otherwise defined.
"Price List" – means Appeon's then-current price list for the country in which the Programs are installed.
"Program" – means the object code version of the software product(s) listed in the Order or Reseller’sorder, as well as any and all of its Updates and Redistributables. Although the Program media may
contain other software products, customer is licensed to Use only the designated Program.
"Purchase Order" – means a purchase order or other purchase-authorizing document issued by customerthat has been accepted by Appeon, as confirmed by an Appeon invoice.
"Redistributables" – means the client and/or server runtime libraries of the Program (as applicable),
including but not limited to the dynamic-link library pbvm###.dll, the NuGet package DWNet.Data, andthe NuGet package PowerScript.Bridge, which may only be used in accordance with the Fair Usage
Policy (/appeon-fair-usage-policy.html). The server runtime libraries of the Program marketed under the
trademark PowerServer are excluded from this definition.
"Reseller" – means a partner of Appeon authorized to resell the Program and Support.
"Seat" – means a specific, identifiable, person who has the right to access and use the Program on a
Machine.
"Seat License" or "ST" – means the right to Use the Program by the number of Seats equal to thequantity specified on the Order or Reseller’s order.

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"Server" – means a Machine containing software, which permits it to await and fulfill services to othercomputers and in case of a cluster or grid computing environment, each node or host Machine isconsidered an individual Server.
"Server License" or "SL" – means the limited right to Use the Program on the number of Servers as
specified on the Order or Reseller’s order, but only if such Servers reside at a single physical location or
hosting site. For the avoidance of doubt, each additional physical location or hosting site will require thepurchase of a separate Server License. You are not authorized to alter, remove, or circumvent
watermarks or other mechanisms in the Program.
"Subscription Term" – means the period of time, as set forth in the Order or Reseller’s order, that You
are permitted to Use a non-perpetual license to the Program and/or entitled to receive USP for the
Program, which commences on the date the Program is first made available to You or shipped, asapplicable.
"Support" – means technical support (including Updates) provided by Appeon for the Program inaccordance with Appeon’s then-current support policies posted to the Appeon Website (/appeonstandard-support-plan.html).
"Updates" – means error corrections, Maintenance Releases and Major Versions of the Program madeavailable to Appeon customers under certain Appeon Support plans.
"Upgrade" – means migration from one edition of the Program to another edition.
"Use" or "Using" – means to install, load, view, print, update, access, utilize, or store the Program.
"User Session" – means a specific, identifiable, unique Machine using a single instance of theRedistributables. See "User Session License".
"User Session License" or "UL" – means the limited right to Use the Programs on a Server or Servers by
the number of User Sessions equal to the quantity specified on the Order or Reseller’s order.
"USP" or "Update Subscription Plan" – means error corrections, Maintenance Releases, Major Releases,
and other Updates of the Program made available under certain subscription plans.
"You" or "Your" – means the person Using the Program, or, if the Program is being Used on behalf ofan organization, such as an employer, "You" or "Your" means such organization.

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