IPWorks Zip - Software License
End User License Agreement (EULA) related to the use of IPWorks Zip

THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT") IS BETWEEN /N SOFTWARE AND
YOU. BY CLICKING ON THE "I AGREE" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ,
UNDERSTOOD AND AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW. IF
YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, /N
SOFTWARE IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU MUST NOT INSTALL
THE SOFTWARE. THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DATE UPON WHICH YOU
CLICK THE "I AGREE" BUTTON. For the purpose of this Agreement, you and, if applicable, suchcompany (or other entity) constitutes "you", "your" or "Customer" and "/N SOFTWARE", "us","our" or "we" refers to /N SOFTWARE, Inc., 101 Europa Drive, Suite 150, Chapel Hill, NC 27517,
and its Affiliates, the owner and provider of the Software. Unless defined elsewhere in thisAgreement, terms in initial capital letters have the meanings set forth in Section 12.
1. LICENSE AND DELIVERY.
1.1 License Grants. The Software is offered in the following license types, as listed hereinunder
during the applicable Term and in consideration of your payment of the applicable fees, andsubject to the terms, conditions and restrictions set forth in this Agreement which. The license
grants may be combined, pursuant to the specific grant and restrictions set forth below and for
the Term noted in the Order Form. The following license types may also be available as Site,
Team or Enterprise licenses if noted on the Order Form. For the avoidance of doubt, if thelicense type listed below is not indicated on your Order Form then it does not apply to yourpurchase. The license covers any updates, upgrades, or new releases, if any are provided to you
by us and any copies you are permitted to make hereunder and any available Documentation.
Any references to a "sale" or a "purchase" of the Software in this or any other document means"license" in accordance with the terms contained in this Agreement. You may make areasonable number of backup copies of the Software and Documentation for internal, NonCommercial, Non-Production use. All titles, trademarks and copyright and restricted notices in
the Software must be reproduced in any copies you are permitted to make hereunder.
1.1.1 Trial License. We grant you a free-of-charge, non-assignable, non-sublicensable, nonexclusive, worldwide right and license for one (1) Authorized User to install and use one (1) copyof the Software solely for internal Non-Production purposes to evaluate the Software to
determine whether to purchase a license to the Software. You may not download more than one(1) copy of the Software unless otherwise authorized by us. You may not use the Software forany other purpose. You may only use the Software for thirty (30) days from the Effective Date,unless otherwise authorized by us ("Trial Period"). Unless you pay the applicable fee for the
Software, the Software may become inoperable and, in any event, your right to use Software
automatically expires at the end of the Trial Period. We may terminate your license to the trial
version of the Software upon written notice at any time for any reason and without liability of any
kind. If you subsequently license a non-trial version of the Software, your license to the trial
version of the Software shall immediately terminate.
1.1.2 Free Commercial License. We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license for one Authorized User to install the Software on one (1)Machine which may be restricted to a Desktop/Workstation or Server or in other ways as
communicated by us to you on the website and internally use the Software for Commercial
purposes.
1.1.3 Free Non-Commercial License. We grant you a non-assignable, non-sublicensable, nonexclusive, worldwide right and license to internally use and install the Software on (1)Desktop/Workstation as indicated on the Licensor's website for Non-Commercial purposes.
1.1.4 Development Workstation License. We grant you a non-assignable, non-sublicensable,
non-exclusive, worldwide right and license to use and install the Software on the number ofDevelopment Workstations indicated in the Order Form which are owned or controlled by you.
The total count of Development Workstations where the Software is installed must not exceed
the number of licenses purchased on the applicable Order Form.
1.1.5 Developer License. We grant you a non-assignable, non-sublicensable, non-exclusive,
worldwide right and license for the number of Developer(s) indicated in the Order Form to install
the Software on any number of Machines in order to internally use the Software to create,develop and test Applications. For clarity, a single Software license may be re-allocated toanother Developer in the event that the original Developer is no longer employed by you or has
been assigned to a new role where access to the Software will no longer be required on apermanent basis.
1.1.6 Royalty-Free Application Distribution. If the Order Form indicates "Royalty-Free" you may
distribute Applications that use the Software as a runtime component without owing additional
fees to us provided the Software is not licensed to you on a Trial or Non-Commercial basis andthe Application(s): (i) contain no modifications to the Software (including alterations to theoriginal proprietary notices); and (ii) are in compiled, executable form; (iii) do not provide
substantially the same functionality as the Software or have as one of their purposes to build
other software that would compete with the Software; (iv) do not reproduce or distribute any
portion of the Documentation or document the Application in a manner that identifies the
programmatic interface to the callable routines in the Software; (v) are not a softwaredevelopment application that is sold primarily to software developers or system integrators, or adevelopment environment of any kind; and (vi) are subject to a license agreement that limits
Application end-users use of the Software to a run-time component, restricts the Application
end-user from changing, altering or modifying the Software, creating derivative works,translations, reverse assembling, reverse compiling, disassembling, or in any way reverse
engineering the Software, and prevents the Application end-user from sublicensing, renting,
distributing, leasing or otherwise transferring or assigning any portion of the Software. For
clarity, you may not distribute the Software as a runtime component of your Application(s)without explicit permission from us either as set forth herein or in the Order Form.
1.1.7 Server License. We grant you a non-assignable, non-sublicensable, non-exclusive,
worldwide right and license to internally use and install the Software on the number of Server(s)listed in the Order Form for Commercial purposes. Unless stated otherwise in the Order Form,for the purposes of this license grant, you may install the Software on one (1) Machine as a
substitute for, and not in addition to, one (1) Server. The total count of Server(s) where theSoftware is installed must not exceed the number of licenses purchased on the applicableOrder Form(s).
1.1.8 Machine License. We grant you a non-assignable, non-sublicensable, non-exclusive,
worldwide right and license to internally use and install the Software on the number ofMachine(s) set forth in the Order Form for Commercial purposes.
1.1.9 User License. We grant you a non-assignable, non-sublicensable, non-exclusive,
worldwide right and license to internally use and install the Software for the number of user(s)set forth in the Order Form for Commercial purposes.
1.1.10 Site License. During the Subscription Term and subject to your payment of fees, we grant
you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license tointernally use and install the Software on any number of Development Workstations, Machines,
Servers or users at a single Site as listed in the Order Form for Commercial purposes.
1.1.11 Cloud License. During the Subscription Term and subject to your payment of fees, we
grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to
install the Software on the number of Instances indicated in the Order Form, operated by or on
your behalf, for Commercial purposes.
1.2 License Restrictions. All Software licenses are subject to the following restrictions: (a) For
each copy of the Software licensed, you may only install one (1) instance of the Software on
equipment located in the country identified on the applicable online order form. Additional
installations or quantities of the Software require additional licenses. Any relocation of the
Software outside the country indicated in the online order form or to different machines issubject to our transfer policy and applicable export laws. Software licenses may be reallocatedto different equipment provided that the Software is uninstalled from the original equipment. (b)If you install updates, upgrades, or new releases of the Software, if any are provided to you byus, you must uninstall and cease use of all previous versions of the Software, so that your actual
use and deployment of the Software corresponds to the quantities that you actually licensed
and paid for. (c) You can't make the Software available to your Affiliates or unauthorized third
parties without our express written consent. (d) You can't relicense, rent or lease the Software
for third-party training or commercial time-sharing. (e) You agree that you won't distribute, sell,
sublicense, subcontract or otherwise transfer copies of or rights to the Software or any portion
thereof, and shall not use the Software except as expressly permitted hereunder. (f) You agree to
not adapt, translate, reverse engineer, decompile or otherwise derive the source code for the
Software or any of the related features of the Software or to allow third parties to do so, unlessotherwise mutually agreed in writing and except to the extent specified by law. (g) You will not
use any third-party software, including any open source software, in conjunction with theSoftware, unless you ensure that such use does not cause the Software to become subject toany third party license applicable to such third party software or require the public disclosure or
distribution of the Software or the licensing of the Software for the purpose of making derivative
works. (h) You will not use the Software for any purpose other than as licensed under thisAgreement, including benchmarking or using the Software to create products or services similar
to, or competitive with, the Software. (i) You will not use the Software to develop any works
which provide substantially the same functionality as the Software or enables building otherprograms which could compete with the Software, including but not limited to, using a web
service to call and/or directly expose the functionality available in the Software.

1.3 Red Carpet Subscription. The terms in this Section only apply, and supersede any
conflicting terms herein, if the Order Form indicates "Red Carpet". Subject to your payment offees, during the Subscription Term we grant you a non-assignable, non-sublicensable, nonexclusive, worldwide right and license for the number of Developers indicated in the Order Form
to install the individual software products listed athttps://www.nsoftware.com/subscriptions/details.aspx as updated from time to time ("RedCarpet Subscription"), on any number of Machines used exclusively by the Developer, in orderto create, develop, build and test Applications. Upon expiration of the Subscription Term, theDeveloper may continue to perpetually use only the individual product keys which wereactivated and obtained by the Developer prior the expiration of the Subscription Term. For the
avoidance of doubt, any individual product keys included in the Red Carpet Subscription which
was not previously activated and obtained by the Developer during the Subscription Term will
expire. For clarity, the Red Carpet Subscription license may be re-allocated to another
Developer in the event that the original named Developer is no longer employed by you or has
been assigned to a new role where access to the Red Carpet Subscription will no longer berequired. Such transfers shall be limited to no more than one every (6) months. Any Applications
developed hereunder with the products included in the Red Carpet Subscription and which aredesignated on the list as "Royalty-Free", may be distributed according to the subsection entitled"Royalty-Free Application Distribution" above. Any Applications developed hereunder with the
products included in the Red Carpet Subscription which are designated on the list as a Machineor Server license are limited to deployment to a single Machine or Server.
1.4 Service Providers. We acknowledge and agree that the Software may, subject to the terms ofthis Agreement, be used by your service provider(s), including cloud hosting providers,
independent contractors, and consultants ("Service Provider(s)") solely for the purposes ofproviding services for your benefit and solely for the duration of such services. The rights
accorded to the Service Provider shall be those permitted in this Agreement and no duplicationof the quantities of Software purchased is permitted. You are fully responsible for the Service
Provider's use of the Software in accordance with the terms of this Agreement and any Service
Provider's breach of this Agreement.
1.5 Delivery and Acceptance. All Software provided hereunder will be delivered electronically.
We provide trial licenses of the Software for testing and pre-acceptance before purchase andtherefore, delivery is deemed complete and accepted when such Software is made available toyou. You are responsible for downloading, installing, registering, or otherwise using theSoftware.
1.6 Compliance. We, or our designee, has the right, with at least ten (10) business days' priorwritten notice and not more than once every twelve (12) months, to conduct an audit during
your normal business hours to verify your compliance with this Agreement. You agree tocomplete any request for information within ten (10) business days of the request in a form andformat reasonably satisfactory to us. You warrant to us that all information provided in thecourse of the audit is true, accurate and complete. You agree to immediately remit to us any
shortfall in payment disclosed by such software audit including any late charges. In lieu of suchaudit, and upon written request at any time, you will certify your compliance with the terms ofthis Agreement in writing, signed by an officer or senior executive.

2. PREMIUM SUPPORT. Upon payment of annual fees and if indicated on the Order Form, we will
provide you with the Premium Support services for the Software, valid at the time of signature ofthis Agreement and available at https://www.nsoftware.com/support/. Details of the Premium
Support services may be modified from time to time, but we warrant to you that no suchmodification will materially degrade the Premium Support services.
3. FINANCIAL TERMS. You agree to pay us the fees indicated in the Order Form. Fees are
exclusive of any taxes. You acknowledge and agree all Order Forms are non-cancelable and allfees are non-refundable. In the event that your credit card is declined for any reason, all fees arestill due and owing to us and you will promptly provide us with another credit card for payment
purposes. Your continued use of the Software or Premium Support on a subscription basis iscontingent upon annual payment of fees in advance. Fees are owed and are to be paid in
exchange for the rights granted and services made available hereunder and not based on youractual use of the Software, Premium Support or Professional Services. All invoices for Software,
Professional Services or Premium Support are due and payable within thirty (30) days of receipt.
If we don't receive timely payment, we reserve the right to charge a late fee equal to the lesser of
one and half percent (1.5%) compounded monthly of the amount due, or the maximum amountallowed by law in addition to our cost of collection. You are responsible for all applicable taxes
including, without limitation, federal, state, and local sales, use, goods, and services, valueadded, export or import or equivalent "indirect" taxes and duties on the Software, Premium
Support or Professional Services as provided herein.
4. OWNERSHIP. As between the parties, all right, title, and interest in the Software,
Documentation, Premium Support, our Confidential Information (as defined below), and anyother materials furnished or made available hereunder, including any copies made by you,corrections, bug fixes, enhancements, updates, upgrades, new releases or other modifications
and derivatives, including custom modifications, to the Software and all other deliverables,
modifications, enhancements, and derivative works thereof, and all Intellectual Property Rights
therein are and remain our property. No implied licenses are granted hereunder. We reserve allrights not expressly granted hereunder. As between the parties, all of your data processed
and/or analyzed through the use of the Software, and your Confidential Information (as defined
below) and all Intellectual Property Rights therein are and remain your property.
5. PROFESSIONAL SERVICES. You may request that we provide certain Professional Services
related to the Software. Any Professional Services to be provided will be included in Order Formor statement of work ("SOW"), which shall describe the fees, costs, and expenses payable by
you in connection with the performance of such Professional Services, and which shall describe
the scope of such services. The Order Form or SOW shall be binding upon the Parties only after
mutual execution or performance by us and payment of Professional Services fees by you. Each
such Order Form or SOW shall be considered an integral part of this Agreement.
6. DATA PRIVACY. You will install and use the Software on your premises and network
environment and as such we do not store, process, or have any access to any of your data whichis accessed and used as part of, or through your use of the Software. For business to businessdata collected during the sales, registration, and marketing process and for the telemetry data
which is automatically transmitted to us in the United States of America during installation, we
will process and store such information pursuant to our privacy policy available athttps://www.nsoftware.com/company/legal/privacy/.

7. CONFIDENTIALITY. "Confidential Information" means any non-public information that isdesignated "confidential" or that a reasonable person should understand is confidential,
including, but not limited to, the terms of this Agreement, the Software, or related performance
test results derived by you, including but not limited to benchmark test results. Neither party will
disclose Confidential Information to any third party without the disclosing party's prior consent.
Confidential Information may only be disclosed to individuals that need to know suchinformation, and on the condition that the individual is subject to a written agreement to protect
information with terms as protective as this Agreement. For the purposes of this section, thedefinition of /N SOFTWARE and Customer includes Affiliates of either party. Confidential
Information remains the sole property of the disclosing party; except for rights explicitly grantedin this Agreement, the receiving party does not acquire any rights to such Confidential
Information. The duty to protect Confidential Information does not apply to information that isshown to be: (a) available to the public other than by a breach of a confidentiality obligation; (b)rightfully received from a third party not in breach of a confidentiality obligation; (c)independently developed by one party without use of the Confidential Information of the other;(d) known to the recipient at the time of disclosure (other than under a separate confidentiality
obligation); (e) produced in compliance with applicable law or court order, provided the otherparty is given reasonable advance notice of the obligation to produce Confidential Information(to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if thedisclosing party wishes to contest the disclosure. Money damages may not be a sufficient
remedy for a breach of confidentiality. If either party breaches the confidentiality obligations,the non-breaching party may seek injunctive or other equitable relief without the necessity of
posting a bond even if otherwise normally required. Such injunctive or equitable relief is inaddition to all other rights and remedies available at law or in equity. You agree that if you
provide us with any suggestions, comments, or other feedback about our Confidential
Information ("Feedback") such Feedback is given voluntarily. You also agree that even if you
designate such Feedback as confidential, unless the parties enter into a separate subsequent
written agreement, the Feedback shall not be confidential and we shall be free to use, disclose,
reproduce, license, or otherwise distribute the Feedback in our sole discretion without any
obligations or restrictions of any kind, including without limitation, Intellectual Property Rights.
8. WARRANTY; DISCLAIMER. You represent and warrant that: (a) all users authorized by you will
abide by the terms of this Agreement; and (b) you will comply with all applicable laws,
regulations, rules, orders, and other requirements, now or hereafter in effect, of any applicablegovernmental authority, in your performance of this Agreement. Notwithstanding any terms to
the contrary in this Agreement, you will remain responsible for acts or omissions of all users
authorized by you to the same extent as if such acts or omissions were undertaken by you. THE
SOFTWARE, PREMIUM SUPPORT AND PROFESSIONAL SERVICES ARE PROVIDED ON AN "AS IS"
OR "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR
CONDITIONS OF ANY KIND. WE DO NOT WARRANT THAT SOFTWARE, PREMIUM SUPPORT OR
PROFESSIONAL SERVICES WILL BE FREE FROM ALL BUGS, ERRORS, OR OMISSIONS. WE
DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED,ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE, PREMIUM SUPPORT OR
PROFESSIONAL SERVICES WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASONOF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDINGANY AND ALL (I) WARRANTIES OF MERCHANTABILITY, (II) WARRANTIES OF FITNESS OR
SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW,HAVE BEEN ADVISED, OR ARE OTHERWISE AWARE OF ANY SUCH PURPOSE), AND (III)WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. YOU ACKNOWLEDGE AND
AGREE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES.
9. LIMITATION OF LIABILITY. EXCEPT FOR ANY ACTS OF FRAUD, GROSS NEGLIGENCE, OR
WILLFUL MISCONDUCT, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY
CLAIMING THROUGH YOU FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE,
LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL,INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISINGOUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, PREMIUM SUPPORTAND PROFESSIONAL SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OR ARE
OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY ACTS OFFRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT WILL OUR TOTAL
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE OF
THE AMOUNTS PAID OR PAYABLE BY YOU TO US, IF ANY, UNDER THIS AGREEMENT IN THE
TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILLNOT EXPAND THIS LIMITATION.
10. TERM; TERMINATION. Except as otherwise stated herein, this Agreement will remain in
effect until terminated. The term for any Software starts on the Effective Date of the Order Formand continues as indicated on the Order Form ("Term"). Except as otherwise specified in theapplicable Order Form, subscription terms are for twelve (12) months from the Effective Date("Subscription Term") and upon your payment of renewal fees will renew for successive twelve(12) month periods, starting the day following the expiration of the previous Subscription Term,
unless and until terminated by either party in accordance herewith or unless either party
provides written notice of nonrenewal to the other party at least 30 days prior to the end of thethen-current Subscription Term. We may increase pricing applicable to the renewal of any thencurrent Subscription Term by providing you with notice thereof, including by email, at least thirty(30) days prior to the end of such Term. Unless otherwise indicated on an Order Form, you may
terminate this Agreement or any Order Form at any time without cause. However, we will notprovide refunds if the Agreement or an Order Form is terminated without cause. Without limiting
other remedies, it may have, either party may terminate this Agreement or any Order Form
immediately on notice if (i) the other party materially breaches the Agreement or an Order Formand fails to cure the breach within thirty (30) days after receipt of notice of the breach; or (ii) theother party becomes insolvent. Upon termination of a Subscription, the following will apply: (a)All licenses granted, except for fully-paid, perpetual licenses, will terminate and you must stopusing, de-install and permanently delete all of the applicable Software, whether modified or
merged into other materials and/or Applications; (b) all updates and upgrades cease; (c) All
amounts due under any unpaid invoices will become due and payable immediately; and (d) If
we are in breach, you will receive a prorated refund for any fees paid in advance. We may
suspend your use of the Software and Premium Support as applicable without terminating thisAgreement during any period of material breach. We will give you reasonable notice and achance to cure the breach before suspending your use of the Software and Premium Support.
Suspension will only be to the extent reasonably necessary until the breach is cured. The
parties' rights and obligations under this section and sections entitled "Financial Terms","Ownership", "Confidentiality", "Warranty; Disclaimer", "Limitation of Liability", and "General"survive the termination of this Agreement and/or an Order Form.

11. GENERAL. (a) This Agreement, our Privacy Policy set forth athttps://www.nsoftware.com/company/legal/privacy/ and any Order Forms or SOWs agreed toby you, in writing or by your actions, constitutes the entire agreement between the Parties withrespect to the Software and supersedes any prior or contemporaneous understandings, oral or
written, and all other communications between the Parties. You acknowledge that you have notrelied on the availability of any future version of the Software or any future product in executing
this Agreement. Further, this Agreement may not be amended except by a writing signed by bothparties. Any inconsistent terms on Purchase Orders or other documents or portals regarding theSoftware, Professional Services or Premium Support provided under this Agreement issued byyou, are for your internal use only, and any provisions contained in any such document shallhave no effect whatsoever upon this Agreement. (b) A Party is not liable for non-performance ofobligations under this Agreement, if the non-performance is caused by events or conditions
beyond that Party's control, and the Party gives prompt notice and makes all reasonable efforts
to perform. In no event will this provision affect a Party's obligation to make payments under thisAgreement. (c) Unless you notify us within ten days of the Effective Date of this Agreement, we
can include your name and/or logo in a public list of current customers who use our Software,
provided that (1) your name and/or logo is not highlighted and does not stand out in comparison
to the names and/or logos of other customers; and (2) we don't make any representation or
attribute any endorsements to you without prior written consent. (d) This Agreement shall bebinding upon and inure to the benefit of the Parties hereto and their successors and assigns.
You may not assign (whether voluntary or involuntary or by merger, operation of law or change ofcontrol), delegate, novate or otherwise transfer your rights and obligations under thisAgreement without our prior knowledge and written consent. (e) This Agreement shall begoverned by North Carolina law, without regard to conflict of law provisions. The application of
Uniform Computer Information Transactions Act (UCITA), the Uniform Commercial Code (UCC)or the United Nations Convention on Contracts for the International Sale of Goods is expressly
excluded. (f) The waiver or failure of a party to exercise in any respect any rights provided for inthis Agreement shall not be deemed a waiver of any further right under this Agreement. If any
provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal,or unenforceable, such provision shall be severed from this Agreement and the other provisions
shall remain in full force and effect. (g) You agree to defend, indemnify, and hold us harmlessfrom and against liabilities, costs, damages, and expenses (including settlement costs andreasonable attorney fees) arising from any claims from anybody that result from or relate to you
and your third parties' use, reproduction or distribution of any permitted Applications herein. (h)If you are a branch or agency of the U.S. Government, use, duplication, or disclosure of the
Software is subject to the restrictions set forth in this Agreement except that this Agreement
shall be governed by federal law. Any additional rights or changes desired by the U.S.
Government shall be negotiated with us consistent with this Agreement. (i) Each party
acknowledges its obligation to comply with all applicable laws, rules, statutes, and regulations,
including specifically but not limited to export laws including Bureau of Export Administration
restrictions and anti-corruption legislation. Each party warrants that, to the best of its
knowledge no money or other consideration of any kind paid or payable under this Agreement orby separate Agreement is, has been or will be used for unlawful purposes, including purposesviolating anti-corruption laws, including making or causing to be made payments to any
employee of either party or anyone acting on their behalf to assist in obtaining or retaining
business with, or directing business to, any person, or securing any improper advantage. (j) We
are an independent contractor and our personnel are not and shall not be consideredemployees or agents of your company for any purpose whatsoever.
12. DEFINITIONS. Some defined terms that you should be familiar with are: (a) Affiliates means
entities, regardless of corporate status, controlled by, controlling or under common control witha party, respectively, or officers, directors, shareholders, employees, or agents of any of theforegoing. (b) Application means any application, program, or other software that you develop
using the Software. An Application must represent a significant functional and valueenhancement to the Software. (c) Authorized User means one named person, employee,
contractor, or temporary worker authorized by you to use the Software for personal use or while
performing duties within the scope of their employment or assignment. (d) Commercial means
any use or handling of the Software by any person or entity for financial reasons, whether or notprofitable. (e) Core means a core of a CPU made up of an independent processor combined
onto a single integrated circuit or silicon chip, in both virtualized and/or non-virtualized
environments, and regardless of whether used in a Production or Non-Production environment.
(f) Desktop/Workstation means a single physical machine, including but not limited to apersonal computer, workstation, laptop computer, desktop computer or mobile device,specifically excluding a Server, on which the Software is loaded or executed, that is operated,either attended or via remote access, by one person at a time, and cannot be used by more than
one person, directly or indirectly, simultaneously. (g) Developer means any named identifiable
individual person, not necessarily named at the time of a license grant, regardless of whether or
not the individual is actively using the Software at any given time, designated by you to do any of
the following: (1) build, compile, assemble, test or otherwise cause to be executed any
application programs that rely on the Software as a component; (2) use or execute any Software
programs for development, testing, or support purposes; (3) package or otherwise prepare
Software components for redistribution as part of another program or application; or (4) havepossession of any Software resources or files for any purposes other than archiving. (h)Development Workstation means a physical computer owned or controlled by you that isaccessed and used for software development and testing purposes by only one (1) Developer
and with respect to use of the Software does not participate in a shared development
environment meaning software development occurring in a network or computer infrastructure
shared by multiple people; and/or software development occurring on a computer that is notdedicated to be used only by your Developer. A Development Workstation may, for yourDeveloper's sole use, host one or more virtual machines containing the Software. (i) Instancemeans a loaded operating system running either on a physical computer or within a virtualenvironment or an equivalent environment. Each virtual environment on a physical computer isdeemed an instance. (j) Machine means an attended or remotely controlled desktop,
workstation, or computer where the Software is loaded, that is operated by no more than one
person at a time. (k) Non-Commercial means any use of the Software which (1) is notundertaken for profit; (2) is not intended to produce software, works, services, or data forcommercial use; or (3) is neither conducted, or funded, by a person or an entity engaged in thecommercial use, application, development, or exploitation of works similar to the Software. (l)Non-Production means a non-operational environment into which the Software may beinstalled, which is not processing live data, which is not running any of your operations andwhich has not been deployed to permit any users to access live data. Non-Production
environments include development, quality assurance and test environments. (m) Order Formmeans any written order, whether in physical or electronic format, for Software, Premium
Support or Professional Services, including any document issued by you requesting Software,
Premium Support or Professional Services ("Purchase Order"), on-line orders, or other form of

an ordering document delivered to or made available to us through a medium or channel
approved by us, which is subject to, and incorporates by reference this Agreement or otherterms negotiated by the parties. (n) Production means an operational environment into which
the Software has been installed, which is processing live data and which has been deployed sothat the intended users of the environment are able to access the live data. Production
environments include disaster recovery, failover, and high availability environments. (o)Professional Services means consulting, development or training services provided by us
remotely via phone or the Internet. (p) Server means a physical or virtual machine, which may
be limited by a certain number of Cores as set forth in an Order Form, which has a server
operating system and/or where more than one person can simultaneously use the computer
either by direct or remote access. (q) Site means the single physical location that corresponds
to a single physical mailing address, where your Developers are licensed to use the Software as
designated in an Order Form. (r) Software means our proprietary software as indicated on an
Order Form which you may install on equipment owned or operated by you or a third party on
your behalf.
Last Revised 02/21/2024