MadCap Software, Inc. Terms and Conditions
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”) CAREFULLY. THESE TERMSTOGETHER WITH ANY APPLICABLE ORDER FORM (DEFINED BELOW) AND ALL SUPPLEMENTAL TERMSTHAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE“AGREEMENT”) CONSTITUTE THE AGREEMENT BETWEEN THE ENTITY OR THE INDIVIDUALACCESSING OR USING THE PRODUCTS (AS DEFINED BELOW) (“YOU” OR “CUSTOMER”) AND MADCAPSOFTWARE INC. (“MADCAP”). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENTCONCERNING THE PRODUCTS BETWEEN THE PARTIES AND IT SUPERSEDES ANY PRIOR PROPOSAL,REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.
BY EXECUTING AN ORDER FORM, OR BY DOWNLOADING, INSTALLING, ACCESSING OR USING, OR
SUBSCRIBING TO USE, THE PRODUCTS, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ANDCOMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT (PERSONALLY AND ON
BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT WHEN USING THE
PRODUCTS OR THAT YOU NAME AS THE USER WHEN YOU CREATE AN ACCOUNT), AND YOU
REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO
THIS AGREEMENT AND TO BIND ANY SUCH COMPANY OR LEGAL ENTITY TO THIS AGREEMENT. EACH
ORDER IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE WITH ALL OF THE
PROVISIONS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL, USE OR ACCESS THE
PRODUCTS.
UNLESS OTHERWISE AGREED TO IN WRITING, YOUR SUBSCRIPTION FOR ACCESS AND USE OF THE
PRODUCTS WILL BE AUTOMATICALLY RENEWED AT EXPIRATION OF THE INITIAL TERM FOR
ADDITIONAL PERIODS OF THE SAME DURATION AND AT THE SAME LEVEL OF ACCESS AS THE INITIALTERM AT MADCAP SOFTWARE’S THEN CURRENT FEES UNLESS YOU OPT OUT OF THE AUTO RENEWAL
IN ACCORDANCE WITH SECTION 17.1 (TERM) BELOW.
MadCap may change these Terms from time to time at its sole discretion, and if it makes any materialchanges, it will attempt to notify You by sending You an email to the last email address You provided
to MadCap and/or posting a notice on MadCap’s website. Therefore, You agree to promptly notify
MadCap of any changes in your email address. Any material changes to these Terms will be effective
upon the earlier of (1) your acceptance of the new Terms if MadCap provides a mechanism for Your
immediate acceptance in a specified manner (such as a click-through review and acceptancemechanism) or (2) the next renewal date of the Agreement pursuant to the applicable Order Form.
1. Definitions. The following terms have the meanings set forth below, unless otherwise
indicated:
1. “Affiliate” means an entity that directly or indirectly controls, is controlled by, or isunder common control by either party. For purposes of the preceding sentence,“control” means direct or indirect ownership or control of more than fifty percent(50%) of the voting interests of the subject entity.
2. “Authorized Users” means Customer’s employees and Third Party Users (as definedin Section 3 (Third Party Users)), if applicable, authorized by Customer to access anduse the Products on behalf of Customer and for whom use and access has beenpurchased in the applicable Order Form.

3. “Auxiliary Program” means any software provided by or on behalf of MadCap
Software in executable code form to Customer for purposes of facilitating access to,operation of, and/or use with, the Products.
4. “MadCap Materials” all documentation, materials, methodologies, processes,
techniques, inventions, ideas, concepts, trade secrets, and know-how embodied in
the Products, Auxiliary Programs, or Deliverables, or that MadCap Software may
develop or supply in connection with the Products, Auxiliary Programs, orDeliverables.
5. “MadCap Offerings” means the Products and Professional Services.
6. “MadCap Properties” means the Products, Auxiliary Programs, Deliverables,
Documentation, and MadCap Materials, including all copies, portions, extracts,
selections, arrangements, compilations, adaptations, modifications, andimprovements thereof, and all derivative works of any of the foregoing.
7. “Customer Data” means all data, content, and materials (i) uploaded or transmitted
to the SaaS Service by Customer or any Authorized User, (ii) created, uploaded,transmitted or otherwise made available through the On-Premise Software by
Customer or any Authorized User or visitor to Customer’s webpage(s), and (iii)
Tracking Code Data.
8. “Deliverable” means all works of authorship, formulas, algorithms, databases,
scripts, modifications, configurations, logos, symbols, designs, and inventions that
MadCap Software authors, makes, conceives, reduces to practice, develops orotherwise creates, either alone or jointly with others, while performing Professional
Services.
9. “Documentation” means the then-current technical specifications for a Productcontained in the user and system documentation made generally available by
MadCap Software to its customers.
10. “Education Version” means a version, so identified on the applicable Order Form, of
the On-Premise Software for use by students and faculty of educational institutions
only.
11. “Intellectual Property Rights” means registered and unregistered rights in
intellectual or industrial property recognized in any jurisdiction in the world,
including rights in: (i) patents and patent rights, rights of priority, works ofauthorship, copyrights, mask work rights, moral rights, trade secrets, know-how, andproprietary information; (ii) trademarks, service marks, designs, and otherdesignations of source; and in each case of (i) and (ii), all extensions and renewals
thereof, and all applications for registration in connection therewith.
12. “MadCap Software” means MadCap and its Affiliates.
13. “Not For Resale (NFR) Version” means a version, so identified on the applicable
Order Form, of the On-Premise Software for use only to review and evaluate the OnPremise Software.
14. “On-Premise Software” means software provided by or on behalf of MadCap
Software in executable code form to Customer pursuant to an Order Form, and ifapplicable, new releases, versions, and updates to the foregoing provided by
MadCap Software during the Term.
15. “Open Source Software” means any open source, community, or other free code or
libraries of any type, including any code licensed under licenses approved by theOpen Source Initiative at https://opensource.org/licenses.
16. “Order Form” means each MadCap Software order form (including any webpage
order form), renewal quote, or other order document utilized by Customer topurchase or signup for Products or MadCap Software quote which by its terms is
accepted by the issuance of a purchase order by Customer or its authorized
representative, which identifies the Products and/or Professional Services orderedby Customer. Each Order Form is incorporated into and forms a part of thisAgreement.
17. “Personal Information” means any Customer Data that by itself or in combination
with other information identifies or is capable of identifying a specific individual.
18. “Privacy Laws” means laws that govern the collection, use, processing, privacy,
security, protection, loss, disclosure, storage, transmission, transfer, breach
notification, or unauthorized access of Personal Information.
19. “Privacy Policy” means the MadCap Software Privacy Policy, the current version ofwhich is located on the MadCap Software website at
http://www.madcapsoftware.com/privacy/.
20. “Products” means the On-Premise Software and SaaS Service.
21. “Professional Services” means any implementation, training, consulting, or otherprofessional services provided by MadCap Software, as set forth on an Order Formor in a Statement of Work.
22. “Restricted Information” means any confidential or personal information that is
protected by law and that requires the highest level of access control and security
protection, whether in storage or in transit. Restricted Information includes, but is
not limited to: electronic protected health information (ePHI as defined by the HIPAA
and HITECH Acts), credit, debit or payment card information regulated by thepayment card industry, information subject to the Children’s Online Privacy
Protection Act of 1998, 15 U.S.C. 6501-6505, and information classified as “sensitivedata” (or similar term) under applicable Privacy Laws.
23. “SaaS Service” means the hosted software-as-a-service provided by or on behalf of
MadCap Software to Customer pursuant to an Order Form, including the electronic
reports, analyses, and statistical and performance related information generated
thereby.
24. “Statement of Work” means a written description of the Professional Services to beprovided to Customer pursuant to the terms of this Agreement.
25. “Suite” a bundle of Products licensed to or purchased by Customer pursuant to an
Order Form.

26. “Tracking Code” means the proprietary MadCap tracking code, which is voluntarily
enabled by Customer within the Product(s) with respect to desired documentation
for the purpose of collecting Tracking Code Data.
27. “Tracking Code Data” means the data concerning the characteristics and activities ofvisitors, including Customer’s internal traffic, to Customer’s web pages,
documentation, or any other content made available by Customer through theProducts, including characteristics of the devices being used by visitors to accessCustomer Data, any user comments and ratings provided by visitors using Customer
Data, which is collected through use of the Tracking Code and then forwarded,
analyzed and saved using the SaaS Service.
28. “Trial Version” means a version, so identified, of the SaaS Service or On-Premise
Software to be used only to review, demonstrate and evaluate the SaaS Service or
On-Premise Software for a limited time period. The Trial Version may have limited
features, scrambled output, may lack the ability for the end-user to save content orwork product, and will cease operating after a predetermined amount of time due toan internal mechanism within the Trial Version.
2. Agreement; Order of Precedence. This Agreement governs the use by Customer and its
Authorized Users of the MadCap Offerings. In the event of a conflict between an Order Formand the body of this Agreement or any attachment hereto, the body of this Agreement orsuch attachment will take precedence, except for any specific provision in an Order Form that
expresses an intent to supersede a specified provision in the body of this Agreement or any
attachment hereto.
3. Third Parties.
1. Third Party Users. Customer may designate certain of its third party contractors as
Authorized Users as necessary to facilitate Customer’s use of the Products for
Customer’s internal business operations (each, a “Third Party User”), provided thatthe use and access by each Third Party User must be under obligation of nondisclosure and use consistent with Section 15 (Confidentiality), solely for Customer’s
benefit, and otherwise subject to the terms of this Agreement. Customer accepts
responsibility for the acts and omissions of each Third Party User as if they were its
own, and agrees to enforce (and to enable MadCap Software to enforce) the termsof this Agreement against Third Party Users.
2. Tracking Code. If Customer provides access to Customer Data or any portion thereof
to any third party or uses the Tracking Code to collect information on behalf of any
third party, this Section 3.2 shall apply. If Customer uses the Tracking Code on behalfof any third party, Customer (a) represents and warrants that Customer is authorized
to act on behalf of such third party, (b) shall ensure that each such third party isbound by and abides by the terms of this Agreement, (c) as between MadCap
Software and Customer, shall be fully liable and responsible for any and all of suchthird party’s data contained in the Customer Data, (d) shall not disclose such third
party’s data to any other party without such third party’s consent; and (e) has
obtained all necessary authorizations, rights and consents to collect such third
party’s data. Customer shall take all measures necessary to disclaim any and all
representation or warranties that may pertain to MadCap Software, the Tracking

Code, the Products or use thereof. MadCap Software makes no representations or
warrantied for the direct or indirect benefit of any third party.
4. License and Rights Grants. The license and use rights in the Products granted hereunder are
subject to compliance by Customer and its Authorized Users with this Agreement, and may
be suspended or terminated as set forth herein.
1. Documentation. MadCap Software grants Customer, during the Term, a limited, nonexclusive, non-transferable right and license (without the right to grant or authorize
sublicenses) to use the Documentation solely in connection with Customer’s
authorized use of the Products. Customer may reproduce the Documentation asreasonably necessary to support such authorized use, provided such copies include
all MadCap Software trademarks and proprietary rights notices present on theDocumentation as made available by MadCap Software.
2. On-Premise Software. Customer’s rights to use the On-Premise Software and thelicense granted in this Section 4.2 are subject to the terms and conditions set forth in
Exhibit A and dependent upon the type of license identified in the Order Form.
Subject to Exhibit A, MadCap Software grants Customer, during the On-PremiseTerm, a limited, non-exclusive, non-transferable license (without the right to grant orauthorize sublicenses) for its Authorized Users to install and use the On-Premise
Software and Auxiliary Programs on computer systems controlled by Customer solely
for Customer’s internal business operations, in accordance with the Documentationand this Agreement. Customer may reproduce the On-Premise Software and
Auxiliary Programs only as reasonably necessary to support its authorized use of theOn-Premise Software and Auxiliary Programs, and for routine backup and archival
purposes, provided such copies include all MadCap Software trademarks andproprietary rights notices present on the On-Premise Software and Auxiliary
Programs as made available by MadCap Software.
1. Mandatory Product Activation. The license rights granted under thisAgreement may be limited to a specified number of days after you first
install the On-Premise Software unless you supply information required toactivate your licensed copy of the On-Premise Software within the time andthe manner described during the On-Premise Software setup sequence
and/or the dialog boxes appearing during use of the On-Premise Software.
You may need to activate the On-Premise Software through the use of theInternet or telephone; toll charges may apply. You may need to reactivate
the On-Premise Software if you modify your computer hardware or alter the
On-Premise Software. On-Premise Software activation is based on theexchange of information between your computer and MadCap Software.
None of this information contains personally identifiable information nor canit be used to identify any personal information about you or any
characteristics of your computer configuration. YOU ACKNOWLEDGE AND
UNDERSTAND THAT THERE ARE TECHNOLOGICAL MEASURES IN THE ONPREMISE SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED OR
ILLEGAL USE OF THE ON-PREMISE SOFTWARE. YOU AGREE THAT MADCAPSOFTWARE MAY USE SUCH MEASURES AND YOU AGREE TO FOLLOW ANYREQUIREMENTS REGARDING SUCH TECHNOLOGICAL MEASURES. YOU
ACKNOWLEDGE AND AGREE THAT THE ON-PREMISE SOFTWARE WILL CEASETO FUNCTION UNLESS AND UNTIL YOU ACTIVATE THE APPLICABLE ONPREMISE SOFTWARE ACTIVATION KEY.
2. Upgrades. If the On-Premise Software is an upgrade from an earlier versionof the On-Premise Software, it is provided to you on a license exchange
basis. You agree by your installation and use of such copy of the On-Premise
Software to voluntarily terminate your earlier Agreement with respect to theapplicable earlier version of the On-Premise Software and that you will notcontinue to use the earlier version of the On-Premise Software or transfer it
to another person or entity unless such transfer is pursuant to Section 21(Assignment).
3. Prior Same Version License. If the On-Premise Software is licensed as part ofa Suite, and you have a prior license to the same version of the On-Premise
Software, and the Suite was licensed to you with a discount based, in whole
or in part, on your prior license to the same version, the On-Premise
Software is provided to you on a license exchange basis. You agree by yourinstallation and use of this copy of the On-Premise Software to voluntarily
terminate your License Agreement with respect to such prior license andthat you will not continue to install or use such prior license of the OnPremise Software or transfer it to another person or entity.
3. SaaS Service. MadCap Software grants Customer, during the SaaS Term, a limited,
non-exclusive, non-transferable right for its Authorized Users to access and use the
SaaS Service solely for Customer’s internal business operations, in accordance with
the Documentation and this Agreement. MadCap Software will provide the SaaS
Service in accordance with its then-current Service Level Agreement which can befound at https://www.madcapsoftware.com/company/service-level-agreement/, asmay be updated from time to time.
4. Open Source Software; Third Party Software. Notwithstanding the foregoing license
and rights grants, this Agreement is not meant to change or supersede the terms of
any Open Source Software license applicable to any portion of the Products. The
terms of any such Open Source Software licenses are available from MadCap
Software upon Customer’s request. The On-Premise Software may contain third
party software which may require notices and/or additional terms and conditions.
Such required third party software notices, if any, and/or additional terms andconditions are located within the application Readme.txt file and are made a part ofand incorporated by reference into this Agreement. By accepting this Agreement,
Customer also accepts such additional terms and conditions, if any, set forth therein.
5. Modifications; Maintenance & Support.
1. Modifications. Customer acknowledges that MadCap Software may continuallydevelop, deliver, and provide to Customer on-going innovation to the Products in theform of new features, functionality, and efficiencies. Accordingly, MadCap Software
reserves the right to modify the Products from time to time. Some modifications will
be provided to Customer at no additional charge. In the event MadCap Softwareadds new features or functionality to the Products, MadCap Software may condition
the implementation of such features or functionality on Customer’s payment of

additional fees, provided Customer may continue to use the version of the Productsthat MadCap Software makes generally available (without such features orfunctionality) without paying additional fees.
2. Maintenance & Support. Customer’s license to On-Premise Software entitles
Customer to purchase maintenance and support from MadCap Software, Inc.
pursuant to the standard maintenance and support programs available for theapplicable On-Premise Software, as identified in the Order Form. If Customer
acquired a Subscription License, as identified in the Order Form, maintenance andsupport shall be included for all licensed users as specified in the applicable Order
Form. If Customer acquired a Subscription License, as identified in the Order Form,basic maintenance and support shall be included for all licensed users during theapplicable On-Premise Term.
6. Evaluation of Products. This Section 6 (Evaluation of Products) applies only if Customer has
been provided evaluation access to the Products by MadCap Software through a Trial Version
or Not for Resale Version (“Evaluation Access”). Evaluation Access to the Products is subject
to all restrictions set forth in this Agreement. In addition, Evaluation Access is provided forthe sole and exclusive purpose of enabling Customer to evaluate the Products and will not be
put into productive use or included as part of Customer’s business processes in any manner,unless and until a license or subscription, as applicable, is purchased by Customer. Customer
agrees not to remove any automatically created MadCap Software branding included in any
output created, produced or generated by the Products while using the Products under
Evaluation Access. Evaluation Access is provided “AS IS,” with no warranties of any kind,
express or implied. Certain features may not be available for use during the period of
Evaluation Access. Unless otherwise agreed by the parties in writing, the period for
Evaluation Access will be thirty (30) days, beginning on the date MadCap Software provides
such access. Evaluation Access will automatically time-out at the end of the relevant
evaluation period without further notice, and may be terminated by MadCap Software at any
time and for any reason.
7. Professional Services. This Section 7 (Professional Services) applies only to an Order Formthat includes Professional Services.
1. Statements of Work. MadCap Software will provide the Professional Services
identified on an Order Form, which may be further described in one or moreStatements of Work, subject to this Agreement. Such Order Form and, if applicable,
Statement of Work, may include: (i) a description of the scope and type ofProfessional Services; (ii) the location where the Professional Services will be
performed; (iii) any Deliverables; (iv) the schedule for performance and delivery ofDeliverables; and (v) additional fees and payment terms applicable to theProfessional Services. MadCap Software and Customer will cooperate to enable
MadCap Software to perform the Professional Services according to the performanceschedule and delivery terms set forth therein, if any, and Customer agrees to timely
perform any Customer obligations specified therein. MadCap Software will not beliable to the extent its performance of Professional Services is affected by Customer’s
failure to fulfill such Customer obligations.
2. Deliverables. Unless otherwise expressly agreed in the applicable Order Form and/orStatement of Work, MadCap Software retains all Intellectual Property Rights in theDeliverables and MadCap Materials prepared by MadCap Software in connection
therewith. Subject to Customer’s compliance with this Agreement, MadCap Software
hereby grants Customer, during the Term, a limited, non-exclusive, non-transferable,license to use and reproduce the Deliverables, solely for Customer’s internalbusiness operations in connection with Customer’s related authorized use of the
Products. Notwithstanding any other provision of this Agreement, nothing herein
will be construed to assign or transfer any Intellectual Property Rights in the MadCap
Materials used by MadCap Software to develop the Deliverables, and to the extent
such MadCap Materials are delivered with or as part of the Deliverables, they arelicensed, not assigned, to Customer, on the same terms as the Deliverables.
8. Pricing, Invoices, and Payments.
1. Pricing and Invoicing. Prices and invoice instructions for the MadCap Offerings andMaintenance & Support are set forth in the applicable Order Form. Fees may beinvoiced in advance, as set forth in the applicable Order Form.
2. Payments. Unless otherwise specified in an Order Form, Customer will pay MadCap
Software the amounts set forth on any invoice issued pursuant to this Agreement in
the specified currency within thirty (30) days of the date of the invoice and arepayable in advance at the beginning of a billing term or, if applicable, following
completion of a Trial Version. If the Order Form indicates selection of an auto-pay
option, Customer hereby authorizes MadCap Software to collect payments due from
Customer’s credit card or debit the account through ACH debit as indicated by
Customer in any Order Form, invoice, webpage or other payment authorization form
submitted by Customer to MadCap Software for the Products. Payment obligations
for all MadCap Offerings are non-cancelable, and fees paid are non-refundable,
except as otherwise provided in this Agreement. MadCap Software may impose alate payment charge not to exceed the maximum rate allowed by law. If Customer
fails to pay any fee due under an Order Form or this Agreement, without limitationof any of its other rights or remedies, MadCap Software may suspend performance
until MadCap Software receives all past due amounts from Customer. Customer
understands that one or more invoices may be issued under each Order Form, thatmultiple Order Forms may be executed under this Agreement, and that Customer
shall have no right to set-off, deduct from, or reduce payments owed under thisAgreement. In the event of a good faith dispute for payment on any invoice,
Customer will, within fifteen (15) days of receipt of the invoice, notify MadCap
Software in writing of the dispute and the parties will use good faith efforts toresolve such dispute. Undisputed amounts remain payable as provided herein and in
the relevant Order Form.
3. No Requirement for Purchase Order. Customer acknowledges that Customer may
provide a purchase order number or copy of its purchase order to MadCap Software
for Customer’s administrative convenience, and that MadCap Software has the rightto issue an invoice and collect payment without a corresponding purchase order. If
Customer issues a purchase order, MadCap Software hereby rejects and Customer
hereby retracts any additional or conflicting terms appearing in a purchase order or
any other ordering materials submitted by Customer and conditions are solely basedon the terms and conditions of this Agreement and the applicable Order Form, asoffered by MadCap Software. On request, MadCap Software will reference thepurchase order number on its invoices (solely for administrative convenience),
provided the purchase order references the Order Form and is received reasonably
prior to the date of the invoice.
4. Delivery. Products are made available by electronic delivery. Products are deemed to
be delivered and accepted on issuance of the license key or when electronic notice issent that the purchased Products are available.
9. Taxes. MadCap Software’ fees do not include any local, state, federal, or foreign taxes, levies,
or duties of any nature, including value-added, sales, use, or withholding taxes ("Taxes").
Customer is responsible for paying all Taxes, excluding only taxes based on MadCap Software’
income. If MadCap Software has the legal obligation to pay or collect Taxes for which
Customer is responsible under this Section, the appropriate amount shall be invoiced to andpaid by Customer unless Customer provides MadCap Software with a valid tax exemption
certificate authorized by the appropriate taxing authority.
10. Restrictions.
1. General. Customer will not directly or indirectly, and will not permit any AuthorizedUser or any other person or entity, to: (i) use any of the MadCap Properties incontravention of any applicable laws or government regulations, including, without
limitation, applicable Privacy Laws or in violation of this Agreement; (ii) except and to
the extent specifically permitted by applicable law, reverse engineer, decompile,
disassemble, or otherwise attempt to derive or gain access to the object code,source code, or underlying ideas, methodologies, or algorithms of any of the
MadCap Properties; (iii) modify, adapt, translate, or create derivative works based on
any of the MadCap Properties; (iv) sublicense, rent, lease, distribute, publish, sell,resell, assign, or otherwise transfer its rights to use any of the MadCap Properties,
including on or in connection with the internet or any time-sharing, service bureau,software as a service, cloud, or other technology or service; (v) commercially exploit
any of the MadCap Properties; (vi) use any of the MadCap Properties for any
purpose other than their intended purposes; (vii) introduce any Open Source
Software into any of the MadCap Properties; (viii) disclose passwords, usernames, orother account information to any third party, except to the applicable Authorized
User; (ix) access or use any MadCap Properties for competitive analysis or to design,
create, offer, or build a product or service that is competitive with any MadCap
Properties or that uses ideas, features, or functions similar to any MadCap
Properties; or (x) remove or alter any proprietary notices, labels, or marks in the
MadCap Properties. Customer will not make the SaaS Service or any portion thereofavailable for use, access, display, searching, or retrieval by, or on behalf of, any third
party, or make the SaaS Service available in any “public” or “free” area or area
accessible on the internet.
2. On-Premise Software. Customer may receive the On-Premise Software in more than
one media form, however Customer shall only install or use one such form and may
use only the form that is appropriate for the server or computer on which the OnPremise Software is to be installed. Customer may receive the On-Premise Software
in more than one platform but you shall only install or use one platform. If the OnPremise Software is delivered in multiple versions or languages, you may only run

one version or language of the On-Premise Software, and you may not run the
additional versions in any other language on any other computer.
3. Tracking Code. Customer shall not, and shall not allow any third party to: use theTracking Code to track or unlawfully collect personally identified information ofInternet users, nor associate any data gathered from Customer’s website(s) (or such(or such third parties’ website(s)) with any personally identifying information fromany source as part of Customer’s use (or such third parties’ use) of the Tracking
Code. Customer shall have and abide by an appropriate privacy policy and comply
with all applicable laws relating to the collection of information. Customer shall post
a privacy policy and that policy must provide notice of Customer’s use of a cookie
that collects anonymous traffic data.
11. Ownership.
1. General. Customer acknowledges and agrees that this is not an agreement forcustom development or “work for hire”, and as such, Customer will not acquire any
ownership rights in any of the MadCap Properties.
2. MadCap Properties; Feedback. As between MadCap Software and Customer, allright, title, and interest in and to the MadCap Properties, and all suggestions, ideas,
and feedback proposed by Customer regarding any of the MadCap Properties(collectively, “Feedback”), including all Intellectual Property Rights in all of theforegoing, belong to and are retained exclusively by MadCap Software or its
suppliers, as applicable. Customer hereby assigns to MadCap Software all Feedback
and all Intellectual Property Rights therein. Certain Products may be protected bypatents, including without limitation, the following U.S. patents: U.S. Patent No.
7,934,153; U.S. Patent No. 9,058,312; and U.S. Patent No. 11,126,787.
3. Customer Data. As between MadCap Software and Customer, all right, title andinterest in and to the Customer Data and all Intellectual Property Rights therein,
belong to and are retained solely by Customer. Customer hereby grants to MadCap
Software a limited, non-exclusive, royalty-free, worldwide license to (i) use andreproduce the Customer Data as may be necessary for MadCap Software to provide
any MadCap Offerings to Customer and (ii) retain and use the Tracking Code Data inaccordance with MadCap Software’s Privacy Policy.
4. Use of Aggregate or Anonymized Data. Notwithstanding anything else in thisAgreement or otherwise, MadCap Software may, in accordance with applicable
Privacy Laws, monitor use of the SaaS Service by its customers and use the data
generated by such use in the aggregate (the “Aggregate Data”) in the pursuit of its
legitimate commercial interests, including for analysis, benchmarking, analytics, andmarketing. Customer agrees that MadCap Software may collect, use, and disclosesuch information that does not incorporate Customer Data or Personal Information,or otherwise identify Customer or its Authorized Users.
12. Warranties.
1. Mutual Warranty. Each party represents, warrants and covenants that: (i) it has thefull power and authority to enter into this Agreement and to perform its obligations
hereunder, without the need for any consents, approvals or immunities not yetobtained; and (ii) its acceptance of and performance under this Agreement will notbreach any oral or written agreement with any third party or any obligation owed by
it to any third party.
2. Limited Warranties and Remedies. The following limited warranties apply only tothe extent that Customer has purchased the applicable MadCap Software Offering:
1. Products. MadCap Software warrants that the Products will operate
substantially in compliance with the applicable Documentation for the firstthirty (30) days of the Initial On-Premise Term and the Initial SaaS Term (eachas defined below), as applicable, provided that the Products have been
properly used as described in the applicable Documentation, and have notbeen modified or added to other than by MadCap Software. If the Productdoes not perform as warranted during the warranty period, MadCap
Software will undertake, at its sole option and as Customer’s exclusive
remedy for breach of this warranty, to correct or replace the non-conformity.
If MadCap Software determines that it is not commercially reasonable orpossible to correct a substantial non-conformity within a commerciallyreasonable time from receipt of written notice from Customer detailing thewarranty claim, the Order Form for the affected Product will be cancelled
and MadCap Software will refund any unused prepaid fees for the affected
Product.
2. Professional Services. MadCap Software will use commercially reasonable
efforts to perform the Professional Services and deliver the Deliverables
according to the specifications, if any, set forth in the relevant Order Formand Statement of Work, as applicable. If MadCap Software fails to do so andCustomer notifies MadCap Software within thirty (30) days of the date theProfessional Services were performed, MadCap Software will, as Customer’s
exclusive remedy for breach of this warranty, re-perform the nonconforming Professional Services. If MadCap Software determines that reperformance is not commercially reasonable, Customer may cancel theapplicable Order Form and/or Statement of Work as to the affected
Professional Services and MadCap Software will refund to Customer any fees
paid for the affected Professional Services.
3. SaaS Service. Customer acknowledges that factors such as changes by
Customer to its IT environment, and corrupted, incomplete and/orinterrupted data received by MadCap Software from Customer, may have amaterial impact on the accuracy, reliability and/or timeliness of results, andMadCap Software shall not be responsible for any such factors. Customer
shall be responsible for the legality, accuracy, and completeness of all
Customer Data and for complying with reasonable instructions and/or
specifications provided to Customer by MadCap Software with respect to the
SaaS Service.
4. Exclusions. The warranties set forth in this Section 12 shall not apply to any
Sample Application Code (as defined in Exhibit A), MadCap Software Inc.
Redistributables (as defined in Exhibit A), MS Redistributables (as defined in
Exhibit A), Trial Version and/or NFR Version of the Products.

3. WARRANTY DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED ABOVE IN SECTION 12.1 (MUTUALWARRANTY) AND 12.2 (LIMITED WARRANTIES AND REMEDIES), MADCAP SOFTWAREDISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED,OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. MADCAP SOFTWARE DOES NOT WARRANT THAT: (A) THE USE OF
ANY PRODUCT OR DELIVERABLE WILL OPERATE IN COMBINATION WITH ANY OTHER
HARDWARE, SOFTWARE, SYSTEM, OR DATA UNLESS EXPRESSLY IDENTIFIED IN THE
DOCUMENTATION; (B) THE PRODUCTS OR DELIVERABLES OR ANY INFORMATIONOBTAINED THROUGH THE PRODUCTS OR DELIVERABLES WILL MEET CLIENT’SREQUIREMENTS OR EXPECTATIONS; OR (C) THE PRODUCTS OR DELIVERABLES WILL
BE UNINTERRUPTED OR ERROR-FREE. MADCAP OFFERINGS MAY BE SUBJECT TO
LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE
INTERNET AND ELECTRONIC COMMUNICATIONS. MADCAP SOFTWARE IS NOTRESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGESRESULTING FROM SUCH LIMITATIONS, DELAYS, OR PROBLEMS. ANY SAMPLEAPPLICATION CODE, TRIAL VERSION AND THE NOT FOR RESALE VERSION OF THE
SOFTWARE ARE PROVIDED “AS IS.”
4. ADDITIONAL CONTENT AND ON-PREMISE SOFTWARE DISCLAIMER. FOR THE
AVOIDANCE OF DOUBT, MADCAP SOFTWARE IS NOT RESPONSIBLE FOR ANY
CONTENT CREATED USING THE PRODUCTS. FURTHERMORE, THE ON-PREMISE
SOFTWARE MAY ENABLE THIRD PARTIES TO ADD COMMENTS, ATTACHMENTS OR
OTHER CONTENT (“THIRD PARTY CONTENT”) TO AN INSTANCE OF THE ON-PREMISE
SOFTWARE OPERATED BY CUSTOMER, CUSTOMER WILL BE RESPONSIBLE FOR
MODERATING AND CONTROLLING SUCH CONTENT AND CUSTOMER, NOT MADCAPSOFTWARE, ASSUMES THE RISK OF ALL SUCH THIRD PARTY CONTENT. MADCAPSOFTWARE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY
SUCH THIRD PARTY CONTENT OR ITS EFFECTS. THE ON-PREMISE SOFTWARE IS NOTDESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTSREQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN,CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFTNAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE
SUPPORT OR WEAPONS SYSTEMS. MADCAP SOFTWARE SPECIFICALLY DISCLAIMSANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
13. MADCAP SOFTWARE INDEMNITY.
1. Indemnity. MadCap Software, at its expense, will defend Customer and its Affiliates
and their respective officers, directors and employees (the “Customer Indemnified
Parties”) from and against all actions, proceedings, claims, and demands brought bya third party (a “Third Party Claim”) alleging that the Products received by Customer
under the applicable Order Form, as of the delivery date, infringe or misappropriate
any Intellectual Property Rights of such third party, and will pay all damages, costs,
and expenses, including reasonable attorneys’ fees, incurred by the Customer
Indemnified Parties from any such Third Party Claim. Notwithstanding anything to
the contrary in this Agreement, the foregoing obligations will not apply with respect
to a claim of infringement or misappropriation to the extent that claim arises out of

or relates to (i) the Customer Data or specifications or requirements provided by oron behalf of Customer; (ii) use of the Products in combination with any software,
hardware, network, technology, or system not supplied by MadCap Software; (iii) any
modification of the Products other than by MadCap Software; or (iv) use of the
Products other than as authorized under this Agreement.
2. Mitigation. If any Third Party Claim which MadCap Software is obligated to defend
has occurred, or in MadCap Software’ determination, is likely to occur, MadCap
Software may, at its option (i) obtain for Customer the right to continue using the
Products; (ii) replace or modify the Products so that they avoid such claim; or if such
remedies are not reasonably available, (iii) terminate the applicable Order Form andprovide Customer with a refund of any unused fees Customer prepaid to MadCap
Software for the infringing Products.
3. Procedures. MadCap Software’ obligations under this Section 13 (MadCap Software
Indemnity) are conditioned upon (i) being promptly notified in writing of any Third
Party Claim under this Section, (ii) having the sole and exclusive right to control thedefense and settlement of the Third Party Claim, and (iii) the Customer Indemnified
Parties providing all reasonable assistance (at MadCap Software’ expense andreasonable request) in the defense of such Third Party Claim. In no event will a
Customer Indemnified Party settle any claim without MadCap Software’ prior written
approval. The Customer Indemnified Party may, at its own expense, engage separate
counsel to advise it regarding a Third Party Claim and participate in the defense of
the Third Party Claim, subject to MadCap Software’ right to control the defense andsettlement.
4. Sole Remedy. THE TERMS OF THIS SECTION 13 (MADCAP SOFTWARE INDEMNITY)STATE MADCAP SOFTWARE’S ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND
EXCLUSIVE REMEDY WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY OR PROPRIETARY RIGHTS BY THE PRODUCTS.
14. CUSTOMER Indemnity.
1. Indemnity. Customer will, at its expense, defend MadCap and its Affiliates and theirrespective officers, directors, and employees (the “MadCap Software Indemnified
Parties”) from and against any and all Third Party Claims (i) alleging that theCustomer Data infringes, misappropriates, or violates any third party’s privacy orIntellectual Property Rights; (ii) arising out of or relating to (x) any representations or
warranties made by Customer to any third party or (y) any claims made by or on
behalf of any third party pertaining to Customer’s use of the Tracking Code or
Customer Data; or (iii) alleging violation of Customer’s obligations of privacy to any
third party, and will pay all damages, costs, and expenses, including reasonable
attorneys’ fees, incurred by the MadCap Software Indemnified Parties from any such
Third Party Claim.
2. Procedures. Customer’s obligations under this Section 14 (Customer Indemnity) areconditioned upon (i) being promptly notified in writing of any Third Party Claim
under this Section, (ii) having the sole and exclusive right to control the defense andsettlement of the Third Party Claim, and (iii) the MadCap Software Indemnified
Parties providing all reasonable assistance (at Customer’s expense and reasonablerequest) in the defense of such Third Party Claim. In no event will a MadCap
Software Indemnified Party settle any claim without Customer’s prior written
approval. The MadCap Software Indemnified Party may, at its own expense, engage
separate counsel to advise it regarding a Third Party Claim and to participate in the
defense of the Third Party Claim, subject to the Customer’s right to control thedefense and settlement.
15. Confidentiality.
1. Definition of Confidential Information. “Confidential Information” means any andall non-public information disclosed by one party or its Affiliates (the “Disclosing
Party”) to the other party or its Affiliates (the “Receiving Party”) in any form or
medium, whether oral, written, graphical, or electronic, pursuant to this Agreement,that is designated confidential or proprietary, or that a reasonable person should
understand is confidential or proprietary. Confidential Information includes, but is
not limited to: the terms of this Agreement, information related to either party’s
technology, products, know-how, trade secrets, specifications, customers, businessplans, pricing information, promotional and marketing activities, finances, and otherbusiness affairs, and with respect to MadCap Software, the MadCap Properties.
2. Nondisclosure Obligations. The Receiving Party will not use the Confidential
Information of the Disclosing Party for any purpose other than as necessary to fulfill
its obligations or to exercise its rights under this Agreement, and by MadCap
Software to improve the MadCap Offerings (the “Purpose”). The Receiving Party will
not disclose Confidential Information of the Disclosing Party to any third party;
provided that the Receiving Party may disclose Confidential Information to its
employees, contractors, advisors, or representatives who need access to such
Confidential Information for the Purpose and who are subject to written
confidentiality obligations at least as stringent as the obligations set forth in thisSection 15 (Confidentiality). Each party accepts responsibility for the actions of any
individual or entity to whom it provides the other party’s Confidential Information,
and will protect the other party’s Confidential Information in the same manner as it
protects its own valuable confidential information, but with no less than reasonablecare. The Receiving Party will promptly notify the Disclosing Party upon becoming
aware of a breach or threatened breach hereunder, and will cooperate with any
reasonable request of the Disclosing Party in enforcing its rights.
3. Exceptions to Confidential Information. Confidential Information does not include
information which: (i) is known by the Receiving Party prior to receipt from theDisclosing Party, free of any obligation of confidentiality; (ii) becomes known to the
Receiving Party from a third party free of any obligation of confidentiality; (iii)
lawfully becomes publicly known or otherwise publicly available, except through a
breach of this Agreement; or (iv) is independently developed by the Receiving Party
without use of or access to the Disclosing Party’s Confidential Information. The
Receiving Party may disclose Confidential Information pursuant to the requirements
of applicable law, legal process, or government regulation, but only after it notifies
the Disclosing party (if legally permissible) to enable the Disclosing party to seek aprotective order or otherwise to contest such required disclosure, at the Disclosing
Party’s expense.

4. Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential
Information would cause immediate and irreparable injury to the Disclosing Party
and that, in the event of such breach, the Receiving Party will be entitled, in addition
to any other available remedies, to seek immediate injunctive and other equitablerelief, without bond and without the necessity of showing actual monetary damages.
16. Limitation of Liability.
1. LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF MADCAP AND ITS AFFILIATESAND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHERLEGAL OR EQUITABLE THEORY, EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE(12) MONTHS PRECEDING THE INITIAL INCIDENT GIVING RISE TO LIABILITY. THE
EXISTENCE OF MULTIPLE CLAIMS UNDER THIS AGREEMENT WILL NOT ENLARGE
SUCH LIMIT.
2. EXCLUSION OF CERTAIN DAMAGES. TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, IN NO EVENT WILL MADCAP SOFTWARE BE LIABLE FOR
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES, OR ANY DAMAGES FOR BUSINESS INTERRUPTION, LOST PROFITS, LOSTREVENUE, OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT, EVEN IF MADCAP SOFTWARE KNEW OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MADCAP SOFTWARE BE LIABLE
FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE
FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIALPURPOSE.
3. EXCEPTIONS. THE FOREGOING LIMITATIONS ON LIABILITY AND DISCLAIMERS OFDAMAGES SHALL NOT APPLY TO LIABILITY OF MADCAP SOFTWARE FORINTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.
17. Term and Termination.
1. Term. Each Order Form and Statement of Work begins on its effective date and,
unless earlier terminated in accordance with the terms of this Agreement, continues
in effect through the term set forth therein. Unless earlier terminated in accordancewith the terms of this Agreement, this Agreement will become effective on the
Effective Date and continue in effect until all Order Forms have expired or been
terminated (the “Term”).
1. SaaS Service Term. Unless otherwise agreed in writing, the term for SaaS
Services will commence on the effective date of the applicable Order Formand continues in effect until the expiration of the subscription term indicatedin the applicable Order Form (the “Initial SaaS Term”), after which the term
shall automatically renew for additional successive terms of length equal to
the Initial SaaS Term (each a “SaaS Renewal Term,” and together with theInitial SaaS Term, the “SaaS Term”) at MadCap Software’s then-current
renewal pricing, unless a party gives the other party written notice of nonrenewal at least sixty (60) days prior to the expiration of the then-current
SaaS Term. Customer agrees to be invoiced or charged for the applicablerenewal fees in accordance with the same payment schedule and for thesame level of SaaS Services as Customer’s then-current SaaS Services
subscription.
2. On-Premise Software Term. Notwithstanding anything to the contrary, theterm for On-Premise Software shall commence on the date of license key
generation and unless earlier terminated in accordance with the terms ofthis Agreement, shall remain in effect for an initial subscription period as
indicated on the Order Form (the “Initial On-Premise Term”). In the event
the Initial On-Premise Term is for a finite length of time, unless otherwise
agreed on the Order Form, the term shall automatically renew for additional
successive terms of length equal to the Initial On-Premise Term (each an“On-Premise Renewal Term,” and together with the Initial On-Premise Term,the “On-Premise Term”) at the then-current renewal pricing, unless earlier
terminated in accordance with the terms of this Agreement or a party gives
the other party written notice of non-renewal at least sixty (60) days prior to
the expiration of the then-current On-Premise Term. Customer agrees to be
invoiced or charged for the applicable renewal fees in accordance with thesame payment schedule and for the same level of On-Premise Software
license as the Initial On-Premise Term.
3. On-Premise Software Return Policy. You may return your purchase of theOn-Premise Software by delivering written notice to MadCap Software (the“Cancellation Notice”) as set forth in this section 17.1.3. If the Cancellation
Notice is delivered to MadCap Software within fourteen (14) days of theapplicable Order Form’s effective date, your access to the On-Premise
Software shall terminate immediately, MadCap Software shall issue you a fullrefund of amounts paid to MadCap Software under the applicable Order
Form for the canceled On-Premise Software, and you shall not owe any
further fees for the canceled On-Premise Software. If the Cancellation Notice
is delivered to MadCap Software more than fourteen (14) days after theapplicable Order Form’s effective date, your access to the On-Premise
Software shall continue until the end of the then-current monthly billing
period and (i) if you pre-paid fees to MadCap Software for the entirety of theOn-Premise Term of the canceled On-Premise Software (the “Pre-PaidFees”), MadCap Software shall refund to you fifty percent (50%) of the PrePaid Fees on a pro rata basis for the number of months remaining in the OnPremise Term after the effective termination date or (ii) if you did not prepay for the On-Premise Term, you shall pay to MadCap Software within thirty(30) days of giving the Cancellation Notice an amount equal to fifty percent(50%) of MadCap Software’s then-current monthly subscription price for the
On-Premise Software multiplied by the number of months for which you
contracted use of the On-Premise product. For the avoidance of doubt, thisSection 17.1.3 applies only to stand-alone purchases of the On-Premise
Software and does not apply to any bundled or combination purchase ofother MadCap Offerings.
2. Termination for Cause. Either party may terminate this Agreement or any Order
Form or Statement of Work (i) on at least thirty (30) days’ written notice to the otherparty of a material breach of this Agreement by such other party if such breachremains uncured at the expiration of such period (or immediately if the material
breach is not capable of being remedied); or (ii) immediately upon written notice if
the other party becomes the subject of a petition in bankruptcy or any otherproceeding relating to insolvency, receivership, liquidation, or an assignment for the
benefit of creditors.
3. Effect of Termination or Expiration.
1. Termination of Rights to Use. On termination or expiration of any Order
Form, Customer’s license or subscription to the Products under theapplicable Order Form will terminate and Customer and all Authorized Users
will immediately cease use of such Products and either uninstall or destroy
the On-Premise Software and Auxiliary Programs. Upon request by MadCap
Software, Customer will certify in writing to MadCap Software that all copies
of such On-Premise Software and Auxiliary Programs have been uninstalledor destroyed, and are no longer in use. On termination or expiration of thisAgreement, each Receiving Party will return or destroy all Confidential
Information of the Disclosing Party in the Receiving Party’s possession orcontrol. Notwithstanding the foregoing, MadCap Software will retain andmake any Customer Data stored in the SaaS Service available on request by
Customer in the format in which it is stored in the SaaS Service for a periodof thirty (30) days following the effective date of termination. After such
thirty (30)-day period, MadCap Software will have no obligation to maintainor provide any Customer Data and may thereafter, unless legally prohibited,
delete all Customer Data in its systems or otherwise in its possession orunder its control. For the avoidance of doubt, termination of one Order Formwill not terminate any other Order Form.
2. Payment upon Termination. Subject to Section 17.1.3, on expiration or
termination of any Order Form, Customer will pay MadCap Software any
unpaid fees and expenses covering the remainder of the term of such Order
Form.
3. Survival. The following provisions will survive expiration or termination ofthis Agreement: (i) any payment obligations of Customer hereunder; and (ii)
8 (Pricing, Invoicing, and Payments), 9 (Taxes), 10 (Restrictions), 11(Ownership), 13 (MadCap Software Indemnity), 14 (Customer Indemnity), 15(Confidentiality), 16 (Limitation of Liability), 17 (Term and Termination), 23(Data Protection and Security), 24 (Notices), and 26 (Governing Law). The
expiration or termination of this Agreement does not affect any rights which
accrued before the date of expiration or termination.
18. Audit. Customer grants MadCap Software, or its designated agent, the right to audit
Customer’s use of the Products, on reasonable notice and during normal business hours,
once in any twelve (12)-month period. Customer will reasonably cooperate with the audit
and provide access to all records reasonably requested to verify Customer’s use of the
Products as permitted by this Agreement. Customer will, without prejudice to other rights of
MadCap Software, promptly address any non-compliance identified by the audit.

19. Independent Contractors. The parties are independent contractors and will so represent
themselves in all regards.
20. Force Majeure. Except for Customer’s payment obligations hereunder, neither party will be
responsible for any failure to perform due to causes beyond its reasonable control, including
acts of God, war, acts of terrorism (whether actual or threatened), riot or civil unrest, failureof electrical, Internet, co-location or telecommunications service, non-MadCap Software
applications, denial of service or similar attacks, acts of civil or military authorities, fire,
floods, earthquakes, accidents, strikes, epidemics, quarantines, or energy crises.
21. Assignment. Neither party may transfer or assign this Agreement, in whole or in part,without the other’s prior written consent. Notwithstanding the foregoing, MadCap Software,
Inc. may, without Customer’s consent, assign this Agreement in its entirety to an entity who
acquires all or substantially all of its business or assets, or in connection with a change incontrol (through merger, consolidation, reorganization, operation of law or otherwise). Any
assignment in violation of this Section will be void and of no effect. Subject to the foregoing,
this Agreement is binding upon and inures to the benefit of the parties and their respective
successors and permitted assigns.
22. Compliance with Laws.
1. By MadCap Software. MadCap Software will comply with all laws and regulations
that apply to its provision of the MadCap Offerings, including applicable Privacy
Laws. However, MadCap Software is not responsible for compliance with any laws or
regulations that apply to Customer or Customer’s industry that are not generally
applicable to information technology service providers. MadCap Software does notdetermine whether Customer Data includes information subject to any specific law
or regulation.
2. By Customer. Customer will comply with all laws and regulations that apply to its useof the MadCap Offerings, including applicable Privacy Laws. Customer is responsiblefor implementing and maintaining privacy protections and security measures forcomponents that Customer provides or controls, and for determining whether the
SaaS Service is appropriate for storage and processing of information subject to any
specific law or regulation. Customer acknowledges and agrees that the On-Premise
Software may communicate automatically with cloud-based technology to function
and to make any On-Premise Software or other services offered by MadCap Software
more effective. Customer further acknowledges and agrees that Customer may
withdraw consent to such communication only by uninstalling and/or deactivating
the On-Premise Software.
23. Data Protection and Security.
1. As between MadCap Software and Customer, Customer is the data controller of the
Personal Information and MadCap Software shall process Personal Information only
as a data processor acting on behalf of Customer in order to perform its obligations
under this Agreement.
2. MadCap Software will process Personal Information in accordance with the terms ofthis Agreement and its Privacy Policy. The parties agree that the Customer’s
complete and final instructions are set out in this Agreement. Processing outside thescope of these instructions (if any) will require prior written agreement between
Customer and MadCap Software with additional instructions for processing. In theevent of a conflict between the terms of this Agreement and the Privacy Policy, theterms of this Agreement will control with respect to the MadCap Software Offering
being purchased under this Agreement.
3. MadCap Software has implemented and will maintain and follow commerciallyreasonable technical and organizational measures intended to protect Personal
Information against accidental, unauthorized, or unlawful access or disclosure.
Notwithstanding the above, Customer is responsible for its secure use of the
Products, including securing its account authentication credentials, protecting thesecurity of Personal Information when in transit to and from the SaaS Service, andtaking any appropriate steps to securely encrypt or backup any Personal Information
uploaded to the SaaS Service.
4. If MadCap Software becomes aware of any loss, disclosure, or unauthorized use of
Personal Information under the custody or control of MadCap Software (a “Security
Incident”), MadCap Software will (i) promptly notify Customer of the Security
Incident (provided that such notification may be delayed as required by a law
enforcement agency); (ii) take reasonable steps to address any Security Incident andprevent any further Security Incident; and (iii) at Customer’s request, takecommercially reasonable steps to assist Customer in complying with its obligations
under applicable Privacy Laws pertaining to responding to a Security Incident.
5. Notification(s) of Security Incidents will be delivered to one or more of Customer’s
administrators by any means MadCap Software selects including via email. It is
Customer’s sole responsibility to ensure Customer’s administrators maintainaccurate contact information with MadCap Software. MadCap Software’ obligation
to report or respond to a Security Incident under this Section is not an
acknowledgement by MadCap Software of any fault or liability with respect to the
Security Incident. Customer must notify MadCap Software promptly about any
possible misuse of its accounts or authentication credentials or any security incident
related to the SaaS Service.
6. MadCap Software may transfer Personal Information to its Affiliates as necessary for
MadCap Software to perform its obligations under this Agreement. Customer
expressly acknowledges that Personal Information may be transferred to the UnitedStates, and Customer authorizes MadCap Software (where applicable) to transfer
Personal Information to and process it in the United States, which may not have thesame level of data protection as the country from which the Personal Information
originated.
7. Customer represents and warrants that it has the authority to provide the Customer
Data, including Personal Information therein, to MadCap Software for processing as
contemplated by this Agreement. If any applicable law requires a data subject toreceive notice of or to provide consent to the processing and/or transfer of his/her
Personal Information, Customer will provide such notice and obtain such consent
from the applicable data subjects.

8. MadCap Software will abide by applicable Privacy Laws pertaining to any relevant
individual’s exercise of his or her rights to access, correct, or object to the processingof Personal Information. Notwithstanding the foregoing, unless otherwise requiredby applicable Privacy Laws, MadCap Software will promptly notify Customer if
MadCap Software receives a request from a data subject to have access to Personal
Information or any other complaint or request relating to Customer’s obligations
under applicable Privacy Laws. MadCap Software will provide reasonable assistanceto Customer to facilitate Customer’s ability to respond to such request or complaint(including, without limitation, by allowing data subjects to have access to their
Personal Information if such access is required by the applicable data protection
laws, and where the Personal Information is not already available to the Customer).
9. Customer consents to MadCap Software’ engaging third party sub-processors toprocess the Personal Information for the permitted purpose provided that: (i)MadCap Software maintains an up-to-date list of its sub-processors, which such list isavailable from MadCap Software at Customer’s request; (ii) MadCap Software
imposes data protection terms on any sub-processor it appoints that require it toprotect the Personal Information to the standard required by applicable Privacy
Laws; and (iii) MadCap Software remains liable for any breach of this Section that iscaused by an act, error, or omission of its sub-processor.
10. Customer will provide MadCap Software with only the Personal Informationnecessary for MadCap Software to perform its obligations under this Agreement. The
Customer acknowledges that the MadCap Offerings do not require the need toprocess Restricted Information; therefore, under no circumstances will Customer
upload or otherwise transmit o the SaaS Service any Restricted Information. In theevent that Customer provides MadCap Software with any Restricted Information
inadvertently, MadCap Software will treat it in the same way in which it treats
Personal Information under this Agreement.
11. Following termination or expiration of the subscription to the SaaS Service, MadCap
Software will, where required by applicable Privacy Laws and at the option of the
Customer, return to Customer or securely delete all Personal Information processedin connection with the SaaS Service. This requirement shall not apply to the extent
that MadCap Software is required by applicable law to retain some or all of the
Personal Information, or to Personal Information it has archived on back-up systems,
in which event MadCap Software shall securely protect from any further processing
except to the extent required by such law.
24. Notices; Complaints. Except as otherwise set forth in Section 23 (Data Protection and
Security) regarding notification of a Security Incident, either party may give notice by written
communication, sent by first class postage prepaid mail or nationally recognized overnightdelivery service, to Customer at the address as specified in the latest Order Form or to
MadCap Software at 9171 Towne Centre Dr #335, San Diego, CA, 92122, Attention: Support.
In addition, MadCap Software may provide notices related to the SaaS Service andMaintenance & Support either through the SaaS Service or to the email address on record
with MadCap Software. Either party may from time to time change its address for notices
under this Section by giving the other party notice of the change in accordance with thisSection. In accordance with California Civil Code §1789.3, you may report complaints to theComplaint Assistance Unit of the Division of Consumer Services of the California Department

of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112,
Sacramento, CA 95834, or by telephone at (800)-952-5210.
25. Customer Reference. Customer agrees that MadCap Software may reference Customer as a
MadCap Software customer on its website and marketing materials, subject to any Customer
trademark and logo usage guidelines provided by Customer.
26. Governing Law. This Agreement will be governed by and construed in accordance with thelaws of the State of California without regard to its conflicts of law principles. The parties
hereby consent to the personal and exclusive jurisdiction of the state courts sitting in San
Diego County, California or the federal courts located in the Southern District of California.
The parties agree that the United Nations Convention on Contracts for the International Saleof Goods is specifically excluded from application to this Agreement.
27. Export Controls. Customer agrees to comply with applicable export and re-export laws,
regulations and requirements. Customer further certifies that it will not export or re-export
any software that may be subject to such laws, regulations and requirements, to any
location, or to any end-user, or for any end-use, without first obtaining any export license,
permit, or other approval that may be required. Without limiting the foregoing, Customer
specifically agrees that it will not export or re-export any software subject to export and reexport laws to (1) any Group E country listed in SUPPLEMENT NO. 1 TO PART 740 – COUNTRYGROUPS and the Crimea Region of Ukraine or (2) any company, entity or person listed as aparty of concern found here http://2016.export.gov/ecr/eg_main_023148.asp.
28. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND. The On-Premise Software andDocumentation are provided with “RESTRICTED RIGHTS” applicable to private and public
licenses alike. The On-Premise Software is a “commercial item,” as that term is defined at 48
C.F.R. 2.101 (Oct 1995), consisting of “commercial computer software” and “commercial
computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sep 1995)
and is provided to the U.S. Government only as a commercial end item. Any technical data
provided with such On-Premise Software is commercial technical data as defined in 48 C.F.R.
12.211 (Sep 1995). Consistent with 48 C.F.R. 12.211 through 12.212, 48 C.F.R. 227.7202-1
through 227.7202-4 (Jun 1995), and 48 C.F.R. 252.227-7015 (Nov 1995), all U.S. Government
End Users acquire the On-Premise Software with only those rights expressly set forth in thisAgreement. Without limiting the foregoing, use, duplication, or disclosure by the U.S.
Government is subject to restrictions as set forth in this Agreement and as provided in DFARS
227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (c)(1)(ii)(OCT 1988), FAR
12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable. For purposes of theseregulations the Manufacturer of the On-Premise Software is MadCap Software, Inc., 9171
Towne Centre Dr #335, San Diego, CA, 92122.
29. Entire Agreement. This Agreement sets forth the entire agreement and understanding
between the parties with respect to the subject matter hereof, and supersedes any otheragreements, discussions, proposals, representations or warranties, written or oral, withrespect to the subject matter hereof. Each party acknowledges that it has participated innegotiating this Agreement, and agrees that contractual ambiguities are not to be construed
in favor of or against any party based on its role in drafting this Agreement. As used herein,
the words “include” and “including” shall be deemed to be followed by the words “without
limitation.” Performance of any obligation required by a party hereunder may be waived only
by a written waiver signed by an authorized representative of the other party. Failure ordelay by either party in exercising any right or remedy will not constitute a waiver. If any
provision of this Agreement will be declared invalid, the entire Agreement will not fail on its
account, and that provision will be severed, with the balance of this Agreement continuing infull force and effect. This Agreement may only be amended in writing signed by both parties.
EXHIBIT A
SUPPLEMENTAL ON-PREMISE SOFTWARE LICENSE TERMS
Customer’s right and license to use the On-Premise Software, including the license granted in Section
4.2, are subject to the terms and conditions set forth:
1. On-Premise License Type.
1. Subscription License. If Customer acquired a Subscription License, as identified on
the Order Form, Customer is entitled to use the On-Premise Software within
Customer’s organization for up to the total number of Authorized Users for theapplicable period of the license as set forth in the Order Form. Customer’s
subscription shall continue so long as Customer remains in full compliance with theterms of this Agreement and has paid all applicable license fees.
2. Standard Perpetual License. If Customer acquired a Standard Perpetual License, as
identified on the Order Form, the Initial On-Premise Term of your license isperpetual, subject to continued full compliance with the terms of this Agreement
and payment of all applicable license fees.
3. Floating License. If Customer acquired a Floating License, as identified on the Order
Form, Customer i entitled to use the On-Premise Software within Customer’sorganization without restriction up to the total number of concurrent Authorized
Users that are specified in the Order Form, provided that Customer’s use is limited tothe business entity or division that is specified in such Order Form. The Initial OnPremise Term of Customer’s Floating License shall continue so long as Customer
remains in full compliance with the terms of this Agreement and has paid allapplicable license fees. Customer’s Floating License requires activation andcontinued connectivity to the Internet to remain active.
4. Enterprise Floating License. If Customer acquired an Enterprise Floating License, as
identified on the Order Form, Customer is entitled to use the On-Premise Software
within Customer’s organization up to the total number of concurrent Authorized
Users that are specified in the Order Form, provided that Customer’s use is limited tothe business entity or division that is specified in such Order Form. The Initial OnPremise Term of Customer’s Enterprise Floating License shall continue so long as
Customer remains in full compliance with the terms of this Agreement and has paid
all applicable license fees. Customer’s Floating License requires activation andcontinued connectivity to the Internet to remain active. Customer may install
Customer’s Enterprise Floating License on a central network server in order to beaccessed remotely by the specified number of concurrent users as specified in theOrder Form.
1. Additional On-Premise Software Terms.

1. Source Code. Unless otherwise expressly set forth in the Documentation or in a
separate written agreement between you and MadCap Software, you may notmodify MadCap Software’s source code except for the source code form of thoseportions of such software programs that are expressly identified by MadCap
Software in the accompanying Documentation as sample code, sample application
code, or components (each, “Sample Application Code”). You are permitted to copy
and distribute the Sample Application Code (modified or unmodified) only if all of
the following conditions are met: (1) you distribute the compiled object Sample
Application Code with your application; (2) you do not include the Sample
Application Code in any product or application designed for website development;and (3) you do not use MadCap Software's name, logos or other MadCap Software
trademarks to market your application. You agree to indemnify, hold harmless anddefend MadCap Software from and against any loss, damage, claims or lawsuits,
including attorney's fees, that arise or result from the use or distribution of the
Sample Application Code or your application containing some or all of the Sample
Application Code.
2. MadCap Software, Inc. Redistributables. Subject to the terms and conditions of thisAgreement, MadCap Software, Inc. grants you the non-exclusive, royalty-free right toreproduce and distribute, in executable object code form only, any MadCap
Software, Inc. Redistributables identified expressly as such in the REDISTRB.TXT filelocated 1) on the On-Premise Software CD-ROM, 2) if the On-Premise Software wasdownloaded, in the unpacked installation folder or 3) in the On-Premise Software
folder on the computer hard drive, provided, that you (a) do not distribute the
MadCap Software, Inc. Redistributables as a stand-alone product, except however,that you may distribute updates of the MadCap Software, Inc. Redistributables
separately for purposes of updating an existing end user of your previouslydistributed product that uses the MadCap Software, Inc. Redistributables; (b) include
MadCap Software's copyright notice for the MadCap Software, Inc. Redistributableson the title page of any documentation, on the product CD, and/or in the “About”
box for any software product that incorporates the MadCap Software, Inc.
Redistributables; (c) except as required above, do not use MadCap Software's name,logo, or trademarks in connection with any product that incorporates the MadCap
Software, Inc. Redistributables; (d) agree to and shall indemnify, defend and hold
MadCap Software harmless from any and all liabilities (including attorney's fees)
arising from any claims, lawsuits, or other legal proceedings that arise from or are
related to the use or distribution of any software application product that you
reproduced and/or distributed that incorporates the MadCap Software, Inc.
Redistributables; and (e) do not incorporate the MadCap Software, Inc.
Redistributables into any competitive software product to the Product.
3. MS-Redistributables. Subject to the terms and conditions of this Agreement,
MadCap Software, Inc. grants you the non-exclusive, royalty-free right to reproduce
and distribute, in executable object code form only, any MS-Redistributables
expressly identified as such in the REDISTRB.TXT located 1) on the On-Premise
Software CD-ROM, 2) if the On-Premise Software was downloaded, in the unpacked
installation folder or 3) in the On-Premise Software folder on the computer hard
drive, provided that you (a) do not distribute the MS-Redistributables as a standalone product, provided, however, that you may distribute updates of the MS-

Redistributables separately for purposes of updating an existing end user of yourpreviously-distributed product that uses MS-Redistributables; (b) include thefollowing copyright notice for the MS-Redistributables “Portions copyright ©
Microsoft Corporation. All rights reserved.” on the product CD, disk label, the title
page of the documentation, and/or the “About” box for any software application
product that incorporates the MS-Redistributables; (c) except as required above, do
not use Microsoft's or MadCap Software’s name, logo, or trademarks to market any
Help system that incorporates the MS-Redistributables; (d) agree to and shallindemnify, defend and hold MadCap Software and Microsoft harmless from any andall liabilities (including attorney's fees) arising from any claims, lawsuits, or otherlegal proceedings that arise from or are related to the use or distribution of any
software application product that you reproduced and/or distributed thatincorporates the MS-Redistributables; (e) do not incorporate the MSRedistributables into any competitive software product to the On-Premise Software,and (f) if Microsoft makes a new release of the MS-Redistributables (other than an
update release), use all reasonable efforts to cease distribution of the older version
and commence distribution of the new release. You may continue to distributeexisting inventory that contains the older release for up to 3 months following suchnew release.
4. Education Version. Education Versions of the On-Premise Software shall be used for
educational purposes only and may not be used for, or distributed to any party for,any commercial purpose.
5. Trial Version. Unless otherwise expressly provided herein, you shall not (A) in theaggregate, install or use more than one copy of the Trial Version of the On-Premise
Software, (B) download the Trial Version of the On-Premise Software under morethan one username, (C) alter the contents of a hard drive or computer system toenable the use of the Trial Version of the On-Premise Software for an aggregate
period in excess of the trial period for one license to such Trial Version, or (D) use the
Trial Version of the On-Premise Software for a purpose other than the sole purposeof determining whether to purchase a license to a commercial or education versionof the On-Premise Software; provided, however, notwithstanding the foregoing, you
are strictly prohibited from installing or using the Trial Version of the On-Premise
Software for any commercial training purpose.