MASTER SOFTWARE SUBSCRIPTION LICENSE AGREEMENT
Idera, Inc.
4001 W. Parmer Lane
Suite 125
Austin, Texas 78727
BY PROCEEDING TO DOWNLOAD, INSTALL OR USE THE SOFTWARE IN WHICH THIS AGREEMENT IS ELECTRONICALLY EMBEDDED OR BY
OBTAINING A LICENSE KEY FOR THIS SOFTWARE, YOU HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY THE FOLLOWING TERMS
AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN CLICK “DO NOT ACCEPT,” DO NOT INSTALL OR
USE THE SOFTWARE AND DELETE THE SOFTWARE FROM YOUR COMPUTER SYSTEM. BY INSTALLING OR USING THE SOFTWARE OR BY
CLICKING ON “ACCEPT” YOU ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF AND YOUR EMPLOYER YOU HAVE READ THISSOFTWARE LICENSE AGREEMENT CAREFULLY, THAT YOU AND YOUR EMPLOYER AGREE TO BE BOUND BY THIS AGREEMENT AND THATIF APPLICABLE YOUR EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF THIS AGREEMENT WHICH MAY BE APPLICABLETO YOU. THIS AGREEMENT SHALL GOVERN YOUR INSTALLATION AND USE OF THE SOFTWARE IN WHICH THIS AGREEMENT IS
ELECTRONICALLY EMBEDDED. IDERA URGES YOU TO CAREFULLY READ THIS AGREEMENT AND ASSESS YOUR USE OF THE SOFTWAREPRIOR TO INSTALLING OR USING THE SOFTWARE OR MAKING ANY DECISION TO USE OR PURCHASE IT.
THIS MASTER SOFTWARE SUBSCRIPTION LICENSE AGREEMENT, is dated as of the date of, in the case of any Evaluation Software (as defined in
Section 16 below), the date of Customer’s acquisition of a License Key, or in the case of any purchase of a license for use of the Licensed Software (asdefined below), the date of the Order Form (as defined below) pursuant to which such license is purchased, is between Idera, Inc., a Delaware corporation(“Idera”), and, in the case of any Evaluation Software, the customer to whom temporary Licenses Keys are delivered or, in the case of any purchase of alicense for use of the Licensed Software, the customer set forth on the purchase order pursuant to which such license is purchased (in each case, herein“Customer”), and sets forth the terms and conditions whereby Idera agrees to provide to Customer and Customer agrees to acquire from Idera one ormore limited licenses to install and use certain software and use certain documentation and maintenance services related thereto, owned or licensed by
Idera, as set forth on the Order Form (as defined below) pursuant to which Customer agrees to subscribe to the Products licensed hereby, which is hereby
incorporated herein by reference and made a part of this Agreement. Each Order Form shall be executed separately and, when so executed by bothparties and delivered to Idera, shall constitute and be construed as a separate agreement consisting of the terms and conditions contained in such Order
Form together with the terms of this Agreement. To the extent any terms or conditions contained in the Order Form conflict with the terms or conditions
contained in this Agreement, the terms and conditions of the Order Form shall supersede only those conflicting terms or conditions contained in thisAgreement and only to the minimum extent necessary to harmonize the terms in such Order Form with the terms contained herein. This Agreement
specifically supersedes and replaces the terms and conditions of all prior agreements between Idera and Customer, including, but not limited to, any
shrink-wrap agreements, click-wrap agreements or demo or trial agreements which may accompany or are embedded in Idera’s products or which havebeen previously in force between the parties. If Customer is evaluating Evaluation Software (as defined in Section 16 below), then only the terms andconditions of Section 16 below (including those Sections of this Agreement incorporated therein by reference) will govern Customer’s temporary use ofsuch Evaluation Software (and no other terms of this Agreement shall apply to Customer or govern Customer’s use of Evaluation Software) and uponpurchase of a commercial license for such Evaluation Software, this entire Agreement, exclusive of Section 16, shall apply to Customer and govern all useof the Licensed Material (as defined below). In consideration of the mutual promises and agreements contained herein, the parties hereto also agree asfollows:
GENERAL TERMS AND CONDITIONS
breach of this Agreement by the recipient, (iii) to have been
disclosed to the recipient in good faith by a third party who is not
1.
Definitions –under any obligation of confidence or secrecy to the disclosing(a) “Agreement” means this master software subscription license
party at the time such third party discloses the information to theagreement, together with all Exhibits, Schedules, Annexes, Order
recipient or (iv) to have been compelled to be produced by a court
Forms made a part hereof in accordance with the terms of thisof competent jurisdiction, provided that the recipient shall first give
Agreement and all amendments, modifications, supplements andnotice to the disclosing party of any such request or order of thealterations thereto effected in accordance with the terms of thiscourt to give the disclosing party an opportunity to contest or limit
Agreement.
said request or order of the court.
(b)“Americas Territory” means those geographical areas found within
the boundaries of North America and South America (but excludingCuba).

(c)“Asia Pacific Territory” or “AsiaPac Territory” means thosegeographical areas found within the boundaries of Asia andAustralia/Pacific (but excluding North Korea).

(d)"CLU" means (i) with respect to non-virtual environments, one (1)physical CPU Unit as calculated pursuant to Section 2(c) below;
and (ii) with respect to virtual environments, up to four (4) virtual
CPUs allocated to a virtual machine as calculated pursuant to
Section 2(c) below.

(e)“Confidential Information” means all technical and non-technicalinformation in both tangible and intangible form, including, but notlimited to, product design information, software code, technicalinformation, customer information, discounting, cost and pricing
information, financial information and the results derived from or
methodology employed by Customer in conducting any benchmark
testing of the Licensed Software; provided that the term
“Confidential Information” shall not include information which therecipient can show by reasonable proof (i) to have been known by
the recipient prior to the time of disclosure by the disclosing party,(ii) to have become part of the public domain through no fault or
-1-

(f)

"CPU" means the logic circuitry that responds to and processes the
instructions that run a computer and/or that access or runs the
Licensed Software and each CPU may be comprised of multiple
processing cores, each of which may be configured toindependently act as an individual CPU and shall, when so
configured, be deemed a separate CPU under this definition for
purposes of this Agreement.

(g)“Error” means any error, defect or omission that (i) is discovered in
the Licensed Software, (ii) is reproducible and (iii) prevents its
operation substantially in accordance with the Licensed
Documentation.

(h)“Europe, Middle East and Africa Territory” or “EMEA Territory”
means those geographical areas found within the boundaries ofEurope, Middle East and Africa, including countries in the former
Soviet Union (but excluding Syria, Iran and Sudan).

(i)“Licensed Country” means, with respect to any Single Seat
License, Workstation License, Concurrent Users License, Network
Named User License, Named User License or CPU License, thecountry designated in the applicable Order Form or, in the absenceof such designation, the country listed in such Order Form as the“ship to” address; provided that in the case of a country within the
OFFICIAL Subscription SLA Ver. 050124ns

European Union, the “Licensed Country” shall be the European
Union.
(j)“Licensed Documentation” means the published user manuals that
Idera makes generally available for the Licensed Software.

(k)“Licensed Material” means the Licensed Software and theLicensed Documentation.

(l)“Licensed Software” means the machine-readable object code version of (i) the software specified on each Order Form, whether
embedded on disc, tape, internet download site or other media and(ii) all Updates for the Licensed Software that Customer is entitled
to receive in connection with its receipt of Maintenance Services
pursuant to Section 4 of this Agreement.

(m) “License Term” means (A) the initial period of time (the “Initial
Term”) (i) specified on the Order Form pursuant to which Customer
agreed to lease the Licensed Material or (ii) to the extent no suchinitial period is specified on the Order Form, a one-year period oftime, in each case commencing on the Effective Date and (B) all
subsequent renewals and extensions thereof effected inaccordance with the terms of this Agreement (each, a “Renewal
Term”).
(n)“Maintenance Services” means the technical support services
provided by Idera pursuant to Section 4 hereof.

(o)“Monitored Element” or “Monitored Device” means a physicalserver, virtual server, network device or any system or device withan IP address.

(p)“Order Form” means (i) Idera’s standard price quote, purchaseorder, order form or purchase confirmation (including any purchaseconfirmation delivered electronically through an online store owned
or controlled by Idera or its subsidiaries), as such document may
be amended, supplemented or modified from time to time inaccordance with this Agreement or (ii) any other non-Idera pricequote, purchase order, order form or purchase confirmationdelivered by Customer to Idera but solely to the extent permitted
by and delivered in accordance with Section 15.

(q)

(r)

2.

“Territory” means, with respect to a Concurrent User License, thegeographical area in which the Licensed Software may beaccessed and used, which geographical area may be any one, andonly one, of the following three geographic areas: Americas
Territory, the EMEA Territory or the AsiaPac Territory, as specified
pursuant to Section 2(b) below.
“Update” means any revision, enhancement, improvement or
modification to or programming fix for the Licensed Software or
Licensed Documentation which Idera makes generally available,
incorporates into and makes a part of the Licensed Software or
Licensed Documentation and does not separately price or market.

have agreed to abide by the terms of this Agreement and (ii)
Customer shall remain primarily liable for all acts and omissions bysuch third parties. Upon expiration of the License Term thisAgreement and all rights and licenses granted under thisAgreement shall automatically terminate.
(b)

License Usage and Restrictions – Customer acknowledges andagrees that, as between Customer and Idera, Idera or its
subsidiaries owns and shall continue to own all right, title, andinterest in and to the License Material, including associatedintellectual property rights under copyright, trade secret, patent, ortrademark laws. This Agreement does not grant Customer any
ownership interest in or to the Licensed Material, but only a limited
right and license to install and use the License Software and to use
the Licensed Materials in accordance with the terms of thisAgreement and each applicable Order Form. Customer further
acknowledges and agrees that the license granted hereunder shall
expire automatically upon expiration or termination of the License
Term and the restrictions applicable to Customer’s installation anduse of the License Software will vary according to the type ofLicensed Software purchased by Customer and the type of licensepurchased by Customer. One or more of the restrictions set forth in
this Section 2 may apply to the Licensed Software depending upon
the type of licensed purchased and the terms contained in theapplicable Order Form relating to the Licensed Software. Customer
is encouraged to carefully review all terms and restrictions
contained in this Section 2 and each Order Form. Customer
hereby agrees to the following license restrictions and conditions
applicable to the Licensed Software as set forth in the Order Forms
delivered by Customer under this Agreement:(i)

For all Licensed Software made generally available by
Idera on a “per-instance” basis and licensed hereunderby Customer on a “per-instance” basis, Customer may
install, operate and use such Licensed Software on one(1) instance per license purchased by Customer.

(ii)

For all Licensed Software made generally available by
Idera on a “per-database” basis and licensed hereunderby Customer on a “per-database” basis, Customer may
install, operate and use such Licensed Software on one(1) database per license purchased by Customer;(iii)

For all Licensed Software made generally available by
Idera on a “per-server” basis and licensed hereunder by
Customer on a “per-server” basis, Customer may install,
operate and use such Licensed Software on one (1)physical or one (1) virtual server per license purchased
by Customer;(iv)

For all Licensed Software made generally available by
Idera on a “per-user” or “per-seat” basis and licensed
hereunder by Customer on a “per-user” or “per-seat”
basis, Customer may install and operate such Licensed
Software on up to two (2) physical servers or virtual
servers but Customer shall not access and use such
Licensed Software by more than one (1) user per licensepurchased by Customer;(v)

For all Licensed Software made generally available by
Idera on a “per-Monitored Element” or “per-Monitored
Device” basis and licensed hereunder by Customer on a“per-Monitored Element” or “per-Monitored Device”
basis, Customer may install, operate and use such
Licensed Software to monitor one (1) Monitored Element
or Monitored Device per license purchased by Customer;(vi)

For all Licensed Software expressly specified in an Order
Form as a “Site-License,” Customer may install, operate
and use the Licensed Software on any number of
instances, CPUs, seats, workstations, physical servers
or virtual servers physically located at the building orcomputing facilities specified in the Order Form by

LICENSE –(a)

Use – Subject to the terms and conditions of this Agreement
including, but not limited to the applicable licensing restrictions set
forth in Section 2(b) below, and subject further to Customer’s fullcompliance herewith and according to the scope, time period andother terms indicated on the applicable Order Form delivered inconnection with this Agreement, Idera hereby grants Customer andCustomer hereby accepts from Idera, a limited, non-exclusive andnon-transferable right and license during the License Term to install
the Licensed Software on computer hardware that is owned or
operated by or on behalf of Customer and to access and use theLicensed Material subscribed to by Customer in accordance withthe applicable restrictions and conditions contained in thisAgreement and to copy the Licensed Material as permitted by thisAgreement. Customer’s right to use the Licensed Material shallextend to use by third parties under written agreement with
Customer to provide outsourcing services for Customer's own
internal business operations; provided, that (i) such third parties-2-

OFFICIAL Subscription SLA Ver. 050124ns

address as the site and may do so with any number ofusers or seats;(vii)(viii)(ix)

For all Licensed Software expressly specified in an Order
Form as an “Enterprise-License,” Customer may install,
operate and use the Licensed Software on any numberof instances, CPUs, physical servers or virtual servers
and may do so with any number of users or seats;
provided, that periodically upon Idera’s written request
Customer shall provide Idera with a written report
evidencing actual installation and usage of the License
Software and pay for all excess license usage inaccordance with the terms of Idera’s standard true-up
addendum (the terms of which are incorporated hereinby reference upon Customer purchasing such enterpriselicense);For all Licensed Software made generally available by
Idera on a “per-CLU” basis and licensed hereunder by
Customer on a “per-CLU” basis (each, a “CLU License”),
Customer may install, operate and use such Licensed
Software on one (1) CLU per license purchased by
Customer and the additional terms and conditions set
forth in Section 2(c) below shall apply;
For all Licensed Software made generally available by
Idera on a “single seat” or “workstation” basis andlicensed hereunder by Customer on a “single seat” or“workstation” basis (a “Single Seat License” or“Workstation License”), Customer may install andoperate such Licensed Software on one (1) computer for
use by one (1) end user within the Licensed Country;(x)

For all Licensed Software made generally available by
Idera on a “concurrent users” basis (each, a “Concurrent
License”) and licensed hereunder by Customer as a
Concurrent License, Customer may install and operatesuch Licensed Software on a network within the
Licensed Country to be used concurrently on different
computers by up to the authorized number of users forwhich Customer has purchased a license, provided that
the Licensed Software is accessed and used only in the
Territory;(xi)

For all Licensed Software made generally available by
Idera on a “network named user” or “named user” basis
and licensed hereunder by Customer on a “network
named user” or “named user” basis (a “Network Named
User License” or “Named User License”), Customer may
install and operate such Licensed Software on up to two(2) computers and designate one (1) person in
Customer’s organization (the "Named User") who shallhave the right to use the Licensed Software within the
Licensed Country, provided that only the Named User
uses the Licensed Software and such use is notconducted on more than one such computer
simultaneously;(xii)(xiii)For all Licensed Software made generally available by
Idera on a “CPU” basis and licensed hereunder by
Customer on a “CPU” basis (a “CPU License”),
Customer may install and operate such Licensed
Software on any number of computers within the
Licensed Country, provided that at no time may the
Licensed Software be used to monitor more than theauthorized number of CPUs for which Customer has
purchased a license;
If Customer has purchased a license for ER/Studio Team
Server or ER/Studio Portal, such license is an exclusive
connection license and may only be installed on
Customer’s computers up to the total number of licenses
purchased to connect to a single server; provided, that-3-such licenses may be reapportioned to different users up
to the total number of licenses purchased;(xiv)

Customer may not mix and match or use ER/Studio
Team Edition licenses with ER/Studio Enterpriselicenses or other ER/Studio editions which can connect
to the repository applicable to ER/Studio; and(xv)

Customer shall not connect non-Team Edition of
ER/Studio, such as ER/Studio Enterprise, to the Team
Edition repository applicable to ER/Studio and if
Customer has purchased a license for ER/Studio Team
Edition, Customer must upgrade all existing ER/Studiolicenses having repository connectivity to ER/Studio
Team Edition.

For any Licensed Software that is restricted by a Licensed Country or
Territory, temporary usage of such Licensed Software by a user outside
the Licensed Country or Territory is permitted while such user istraveling provided that all such usage does not exceed thirty (30) daysin any twelve-month period. In no event shall Customer install, operate,use or access the Licensed Software in contravention of the foregoing
restrictions applicable to the Licensed Software or any other restrictions
contained in this Agreement.
(c)Additional Terms Governing CLU Licenses – The following
additional terms and conditions contained in this Section 2(c) shallapply to all Licensed Software licensed to Customer by Idera on a
per-CLU basis.
(i) In non-virtual environments, the total physical CPUs eachrequiring an individual CLU License is calculated as the sum of (A)the number of licensed physical CPU sockets on the system
motherboard that are populated with physical CPUs, each of which
may have up to four (4) cores without requiring an additional CLU
License in respect of Excess Cores (as defined below) as provided
in clause (B) below (such initial four cores, the “Base Cores”), and(B) the sum of all Excess Cores calculated in accordance with thisSection 2(c)(i). The term “Excess Cores” means, with respect toeach physical CPU populated in a socket, the quotient of theaggregate number of all additional cores in excess of the Base
Cores for such CPU divided by four (4) and rounded up to thenearest whole number. For example, if there is a two-socket serverwith each physical CPU socket populated with an eight-coreprocessor, four (4) Physical CPU Units are counted (two in respectof the physical CPUs and two in respect of the cores in excess of
the Base Cores per CPU) and four (4) CLU Licenses for the
Licensed Software are required. If there is a two-socket server witheach physical CPU socket populated with a six-core processor,
four (4) Physical CPU Units are counted (two in respect of thephysical CPUs and two in respect of the cores in excess of theBase Cores per CPU) and four (4) CLU Licenses for the Licensed
Software are required.
(ii) In virtual environments, a virtual CPU requiring an individual
CLU License is defined as up to four (4) virtual CPUs allocated toa virtual machine. For example, if four (4) virtual CPUs areallocated to a virtual machine, four (4) Virtual CPU Units arecounted and one (1) CLU License for the Licensed Software isrequired. If seven (7) virtual CPUs are allocated to a virtual
machine, seven (7) virtual CPUs are counted and two (2) CLU
Licenses for the Licensed Software are required.

(a)

(b)

Additional Terms Governing Server Licenses – Customer may
re-assign a Server-Based License to a different server; provided,that (i) such Server-Based License may not be installed or operated
on more than one server simultaneously and (ii) except for a reassignment in connection with a hardware failure, a Server-Based
License may not be re-assigned on a different server within the firstninety (90) days following its most recent installation.
Copies & Disaster Recovery -- Customer may make a reasonable
number of back-up archival copies of the Licensed Software. In theevent of any outage that results in the complete failure of thecomputer system upon which Customer has installed the Licensed
OFFICIAL Subscription SLA Ver. 050124ns

Software, Customer’s right to use the Licensed Software shall
include, during the pendency of such outage, the temporary rightto use the Licensed Software in a replacement computing
environment substantially similar to the original computing
environment upon which the Licensed Software was installed
immediately prior to such outage. Customer shall reproduce allconfidentiality and proprietary notices on each of the copies
permitted hereunder and maintain an accurate record of thelocation of each of the copies. Customer shall not otherwise copy
or duplicate the Licensed Material. Customer shall not reverse
engineer, disassemble, translate, modify, adapt, or decompile theLicensed Material or apply any procedure or process to the
Licensed Material in order to ascertain, derive, and/or appropriate
the source code or source listings for the Licensed Software or any
trade secret or other proprietary information contained in the
Licensed Software.

3.

(c)

Renewal of License - Upon expiration of the Initial Term and each
Renewal Term, all licenses granted under this Agreement shall
automatically renew for an additional 12-month Renewal Term andIdera will invoice Customer at the then-current subscription-based
list price for such additional License Term unless Idera or its
authorized representatives are notified by Customer in writing atleast thirty (30) days prior to the expiration of the Initial Term or
then-current Renewal Term, as applicable, that Customer will notrenew the licenses granted hereunder for another Renewal Term.

(d)Other Services – All licenses and Maintenance Services
purchased by Customer in respect of the Licensed Material shallbe governed by this Agreement, together with the applicable Order
Forms delivered hereunder. Unless otherwise agreed by theparties in writing, all other services purchased by Customer inrespect of the Licensed Software, if any, including implementation
services, training services and professional services (collectively,“Ancillary Services”), shall be governed solely by a separate written
mutually acceptable services agreement entered into by the parties
or, in the absence of such agreement, Idera’s standard
professional services agreement, and acceptance of the Licensed
Material shall not be contingent upon Customer’s acceptance ofany such Ancillary Services.

rate equal to the lesser of (i) 15% per annum and (ii) the maximum
rate permitted by law.
(c)Taxes – All payments referred to in this Agreement are exclusiveof value added tax, sales tax and any other applicable taxes, duties
or imposts which (with the exception only of those based on Idera’s
income) shall also be payable by Customer in accordance withapplicable law.

4.
MAINTENANCE – Idera does not warrant that the Licensed Software
will operate error-free or may be used error-free. With respect to the Licensed
Software specified in each Order Form, upon Customer’s payment of thelicense fees associated with such Licensed Software, as specified in each
Order Form, Idera shall provide Maintenance Services for such Licensed
Software during the License Term in accordance with this Section 4 and inaccordance with the additional Maintenance Services terms specified in such
Order Form. Maintenance Services is included in the subscription license fee
and is not separately charged or invoiced. Maintenance Services includes
problem determinations, reasonable problem resolutions, provisioning ofsoftware program temporary fixes and new releases. Maintenance Services
shall also include any additional Maintenance Services terms specified in theOrder Form pursuant to which Customer purchased a license to use theLicensed Software. Maintenance Services shall be provided in accordancewith the additional Maintenance Services terms specified in such Order Form.
Maintenance Services shall entitle Customer to receive, at no additional cost,
all Updates.
5.
PROPRIETARY RIGHTS – Customer shall not acquire, by virtue of thisAgreement, any right or license other than as expressly provided herein.
Customer shall not reproduce the Licensed Material or other confidential or
proprietary information of Idera, except as provided in this Agreement. All
proprietary rights in and to the Licensed Material and all Evaluation Software(as defined in Section 16 below), all derivatives, translations, modifications,
adaptations, improvements, enhancements or developments thereof and all
confidential or proprietary information of Idera, including without limitation, allrights under and with respect to patents, copyrights, trademarks and rights
under the trade secret laws of any jurisdiction shall remain the sole propertyof Idera or its applicable licensor, whether recognized by or perfected underapplicable local law. Customer shall promptly notify Idera of any infringementof Idera’s proprietary rights of which it becomes aware.

DELIVERY AND PAYMENT TERMS –
(a)

(b)

Delivery – All Licensed Material shall be delivered by Idera to
Customer via electronic delivery using a secure internet downloadsite. Ownership of all licenses purchased hereunder and risk ofloss for the related Licensed Materials shall be deemed to havepassed to Customer once Idera has made the Licensed Material
available for download by Customer, notified Customer of theavailability of the Licensed Material for download and provided
Customer with all License Keys necessary for the installation andoperation of the Licensed Software.
Payment -- Upon delivery of an Order Form by Customer, Idera
shall deliver an invoice to Customer specifying the subscription
license fees payable for the Initial Term. Each year thereafter
during the License Term Idera shall invoice Customer for all
renewal subscription fees due in respect of each Renewal Term.
Customer shall pay all license fees specified in each invoice within
thirty (30) days of Customer’s receipt of such invoice. In the eventthat Customer elects to pay any fees due hereunder with a credit
card, (i) Customer is required to provide Idera with a valid form ofcredit card payment and to keep all such credit card information
current and accurate in respect of all renewal fees, (ii) Customer
shall promptly notify Idera if its credit card has changed or has been
declined and (iii) Customer hereby consents to Idera automaticallyprocessing and charging all fees due by Customer hereunder,
including all renewal subscription fees, to the credit card submitted
by Customer. All fees payable by Customer in respect of any
Ancillary Services may be separately invoiced. Customer’s
payment obligation with respect to all license fees owing hereundershall be independent of the provision of Ancillary Services, whether
or not such Ancillary Services are separately invoiced. Any latepayment of any amount owing hereunder shall accrue interest at a-4-

6.

LIMITED WARRANTIES(a)

Warranty - Idera warrants to Customer that during the first thirty(30) days of the Initial Term (the “Warranty Period”) the Licensed
Software shall perform substantially as described in theaccompanying Licensed Documentation. Idera does not warrant
that (i) the Licensed Software will satisfy or may be customized tosatisfy any of Customer's requirements or any other particular useor (ii) the use of the Licensed Software will be uninterrupted or
error-free. Laws from time to time in force may imply warranties
that cannot be excluded or can only be excluded to a limited extent.
This Agreement shall be read and construed subject to any suchstatutory provisions.

(b)Remedies – If (i) at any time during a License Term, the Licensed
Software contains Errors which make the Licensed Software
unable to perform substantially as described in the accompanying
Licensed Documentation or (ii) during the Warranty Period, Idera
breaches the warranty set forth in clause (a) above, then Customer
shall promptly notify Idera of such Error or breach and Idera shall(A) use all commercially reasonable efforts to correct such Error or
breach within thirty (30) days of notification or (B) provide Customer
within thirty (30) days of notification with a plan acceptable to
Customer for correcting such Error or breach. If such Error or
breach is not corrected or if an acceptable plan for correcting such
Error or breach is not established within such thirty (30) day period,
Idera shall replace the defective Licensed Software or, if notpracticable, accept the return of the defective Licensed Softwareand refund to Customer the pro rata pre-paid amount for theremaining portion of the Initial Term or Renewal Term, as
applicable. Idera’s obligations under this Section 6(b) shall be
OFFICIAL Subscription SLA Ver. 050124ns

waived in the event such Error or breach is due to (I) any defect inor misconfiguration of the computer hardware upon which the
Licensed Software is installed, (II) improper handling or use of thesoftware media by Customer, or (III) an unauthorized alteration,
revision or configuration of the Licensed Software or to Customer’s
computer system by Customer or its employees. Customer
acknowledges that this Section 6(b) sets forth Customer's sole andexclusive remedy, and Idera's and its authorized representatives’sole and exclusive liability, for any breach of warranty, Error or
failure of the Licensed Software to function properly.
(c)7.

Disclaimer - EXCEPT AS EXPRESSLY PROVIDED IN THISAGREEMENT, ALL WARRANTIES, REPRESENTATIONS,INDEMNITIES AND GUARANTEES WITH RESPECT TO THE
LICENSED MATERIAL, WHETHER EXPRESS OR IMPLIED,ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTENSTATEMENTS
BY
IDERA
OR
ITS
AUTHORIZEDREPRESENTATIVES OR OTHERWISE (INCLUDING, BUT NOT
LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE) ARE HEREBYOVERRIDDEN AND DISCLAIMED.

INDEMNITY(a)

Indemnity – Subject to this Section 7 and Section 8 below, Idera
agrees to indemnify, defend and hold harmless Customer from andagainst all claims, damages, losses, liabilities and expenses(including, but not limited to, reasonable attorneys’ fees) arising outof any claim by a third party asserting that the Licensed Material or
any of Customer’s use thereof, infringes upon any third party's
patent, copyright or trademark, provided that (i) Customer promptly
notifies Idera in writing no later than thirty (30) days after
Customer’s notice of any potential claim, (ii) Customer permits
Idera to defend, compromise or settle the claim, and provided
further that no settlement intended to bind Customer shall be madewithout Customer’s prior written authorization and (iii) Customer
gives Idera all available information, reasonable assistance, andauthority to enable Idera to do so.

(b)

Alternative Remedy - If a claim described in Paragraph 7(a) may
or has been asserted, Customer will permit Idera, at Idera's option
and expense, to (i) procure the right to continue using the Licensed
Material, (ii) replace or modify the Licensed Material to eliminate
the infringement while providing functionally equivalent
performance or (iii) accept the return of the Licensed Material andrefund to Customer the pro rata pre-paid amount for the remaining
portion of the Initial Term or Renewal Term, as applicable.

(c)Limitation - Idera shall have no indemnity obligation to Customer
hereunder if the violation or infringement claim results from (i) acorrection or modification of the Licensed Material not provided by
Idera or its authorized representative, (ii) the failure to promptly
install an Update, (iii) the combination of the Licensed Softwarewith other non-Idera software and (iv) continuing the allegedly
infringing activity after receiving written notice of such infringement
claim from Idera.

8.
NO CONSEQUENTIAL DAMAGES - UNDER NO CIRCUMSTANCESWILL IDERA OR ITS AUTHORIZED REPRESENTATIVES BE LIABLE FOR
ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY
OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY(INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA,GOODWILL, PROFITS, USE OF MONEY OR USE OF THE LICENSED
MATERIAL, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS),ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY,
BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL
PROPERTY RIGHT, MISREPRESENTATION, NEGLIGENCE, STRICTLIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OFPERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE
LAW REQUIRES SUCH LIABILITY.
IN NO EVENT WILL THE
AGGREGATE LIABILITY INCURRED IN ANY ACTION OR PROCEEDING
BY IDERA OR ITS AUTHORIZED REPRESENTATIVE EXCEED THE-5-

TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC
LICENSED SOFTWARE THAT DIRECTLY CAUSED THE DAMAGE.
9.

CONFIDENTIALITY(a)

Confidentiality. – Customer acknowledges that the Licensed
Materials incorporate confidential and proprietary information
developed or acquired by or licensed to Idera and that all results oftesting of the Licensed Software, whether performed by Customer
or another third party, are confidential. In no event will Customer
publish or disclose the results of any testing or performance
specifications of the Licensed Software without Idera’s expressprior written consent. A party that receives Confidential Information(the “Receiving Party”) from the other party (the “Disclosing Party”)
shall not: (i) export or re-export (within the meaning of US laws orother export control laws or regulations) any Confidential
Information, except in strict compliance with US laws; (ii) reverse
engineer any Confidential Information; or (iii) disclose or makeavailable the Disclosing Party’s Confidential Information to any of
the Receiving Party’s employees, agents, contractors or
consultants or to any third parties, except those that have agreed
in writing to be bound by terms and conditions substantially similar
to, and no less restrictive with respect to limitations on use anddisclosure, than those contained in this Agreement and each ofwhich have a “need to know” in order to carry out the purposes set
forth in this Agreement. Each party shall take all reasonableprecautions necessary to safeguard the confidentiality of all
Confidential Information disclosed by the other party, including
those precautions (A) taken by the disclosing party to protect its
own Confidential Information and (B) which the disclosing party or
its authorized representative may reasonably request from time totime. Neither party shall allow the removal or defacement of any
confidentiality or proprietary notice placed on the Confidential
Information disclosed by the disclosing party. The placement of
copyright notices on Confidential Information shall not constitutepublication or otherwise impair their confidential nature of suchinformation.

(b) Disclosure - If an unauthorized use or disclosure of the disclosing
party’s Confidential Information occurs within the recipient party’s
enterprise, the recipient party will immediately notify the disclosing
party or its authorized representative and take, at recipient party’s
expense, all steps which may be available to recover such
Confidential Information and to prevent its subsequent
unauthorized use or dissemination.
10. TERMINATION – Upon 30-days prior written notice to Idera, Customer
may terminate this Agreement; provided, however that Customer shall not be
entitled to a refund (except as expressly set forth in Section 6(b) and 7(b)) of
any amounts paid or a release from or cancellation, waiver or novation of any
amount payable, and all such amounts payable or promised to be paid
through the License Term shall automatically accelerate and be immediately
due and payable and shall survive such termination of this Agreement. If
Customer or any of Customer’s employees, consultants, authorized
representatives or permitted third parties breach any term or condition of thisAgreement, Idera may terminate this Agreement, without judicial oradministrative resolution or obligation to refund. This Agreement willterminate automatically if Customer ceases to do business, becomesinsolvent, goes or is put into receivership or liquidation, passes a resolution
for its winding up (other than for the purpose of reconstruction or
amalgamation) or for any of the foregoing, makes an arrangement for the
benefit of its creditors, enters into bankruptcy, suspension of payments,
moratorium, reorganization or any other proceeding that relates to insolvency
or protection of creditors’ rights or takes or suffers any similar action inconsequence of debt. Upon the termination of this Agreement for any reason
and upon expiration of the License Term, all rights granted to Customer
hereunder will cease, and Customer will promptly (i) purge the Licensed
Software and any related Updates from all of Customer’s computer systems,
storage media and other files, (ii) destroy the Licensed Material and all copies
thereof and (iii) deliver to Idera an affidavit certifying that Customer has

OFFICIAL Subscription SLA Ver. 050124ns

complied with these termination obligations. The provision of Sections 1, 3,
8 through 15 and 17 shall survive the termination of this Agreement.

permissible so as to effect the intent of the parties, and the remainder of thisAgreement shall continue in full force and effect.

11. U.S. EXPORT RESTRICTIONS - Customer acknowledges that the
Licensed Materials and all related technical information, documents andmaterials are subject to export controls under the U.S. Export Administration
Regulations. Customer covenants and agrees to comply with all import andexport control regulations of the United States with respect to the Licensed
Material. Customer acknowledges that it may not re-export or divert the
Licensed Material or any related technical information, document or material,or direct derivatives thereof, to any country set forth on the U.S. Departmentof Commerce’s list of State Sponsors of Terrorism (currently, Cuba, Iran,North Korea, and Syria), including any future changes to the government’s
list of State Sponsors of Terrorism.

15.

12. EQUITABLE RELIEF – The parties recognize that Sections 5, 9, 11
and 17(h) are necessary for the protection of the business and goodwill of theparties and are considered by the parties to be reasonable for such purpose.
The parties agree that any breach of such Sections would cause the otherparty substantial and irreparable damage and therefore, in the event of any
such breach, in addition to other remedies which may be available, the nonbreaching party shall have the right to seek specific performance and otherinjunctive and equitable relief in a court of law.
13. LICENSE KEY & USE REPORTING - Customer acknowledges that asecurity code owned and controlled by Idera or its subsidiaries (the "LicenseKey") is required to render the Licensed Software operational on Customer’s
computer hardware during the License Term. Once utilized to install the
Licensed Software on Customer’s computer hardware, no other security code
will be required for the Licensed Material to operate on such computer
hardware in accordance with the terms and restrictions contained in thisAgreement and no other disabling device will prevent the Licensed Softwarefrom operating on Customer’s computer hardware during the License Term.
Further, Customer acknowledges that the License Key shall expire upon the
expiration of the current License Term and that upon such expiration the
Licensed Software shall cease to operate unless and until another License
Key is obtained from Idera. Customer shall not attempt to crack, alter orotherwise derive the License Key. Idera shall promptly (which in the event of
any renewal of a License Term shall be prior to expiration of the current
License Term) provide Customer with all necessary License Keys uponrenewal of each License Term and upon any authorized transfer of theLicensed Software to any other hardware equipment permitted under Section
2(b) of this Agreement. Idera reserves the right to gather data on license
usage by Customer for each item of Licensed Software, including License
Key numbers, server IP addresses, email addresses of users, domain counts
and other information deemed relevant, to ensure that the Licensed Softwareis being used in accordance with the terms of this Agreement. Idera expressly
prohibits domain count overrides without prior written approval. Customer
hereby consents to Idera gathering and processing such usage information
and agrees not to block, electronically or otherwise, the transmission of datarequired for compliance with this Agreement. Any unauthorized use of theLicensed Software by Customer or other use by Customer in violation of therestrictions contained herein shall be deemed a material breach of thisAgreement. In addition to the foregoing, within ten (10) business days of
Customer’s receipt of Idera’s written request, Customer shall provide to Ideraa written report certifying to Idera the number of licenses for Licensed
Software installed, used or accessed by Customer, the identity of theapplicable servers, hardware or computers upon which such licenses are
installed and, to the extent applicable, the installation location and locationand number of users accessing such licenses, together with such otherinformation as may be requested by Idera and necessary to confirm
Customer’s compliance with the terms of this Agreement. The auditing,reporting and certification rights and obligations set forth in this Section 13
shall survive termination of this Agreement for a period of eighteen months.
14. ENFORCEABILITY - If for any reason a court of competent jurisdiction
finds any provision of this Agreement, or portion thereof, to be unenforceable,
void, invalid or illegal, that provision shall be enforced to the maximum extent-6-

ENTIRE AGREEMENT(a)

Customer acknowledges that it has read this Agreement,
understands it and agrees to be bound by its terms. Customer andIdera further agree that, subject to clause (b) below, thisAgreement, together with all Order Forms delivered in connection
herewith and all exhibits, schedules and annexes hereto, is thecomplete and exclusive statement of the agreement between
Customer and Idera and supersedes all proposals, oral or written,
and all other communications between the parties relating to thesubject matter of this Agreement, including any shrink-wrap
agreements, click-wrap agreements or demo or trial agreements
which may accompany the Licensed Material or which may havebeen previously in force between the parties. Subject to clause (b)below, this Agreement may not be amended, modified,
supplemented or altered except by a written agreement that issigned by both parties.

(b) UNDER NO CIRCUMSTANCES MAY THE TERMS OF THISAGREEMENT OR ANY IDERA PURCHASE ORDER BE
AMENDED,
MODIFIED,SUPPLEMENTED,ALTERED,
SUPERSEDED OR REPLACED BY ANY NON-IDERA INVOICEOR NON-IDERA PURCHASE ORDER OR OTHER SIMILAR
INSTRUMENT DELIVERED BY CUSTOMER TO IDERA. EACH
PARTY ACKNOWLEDGES AND AGREES THAT, AS A
CONVENIENCETO
CUSTOMER
AND
ONLY
FOR
CUSTOMER’S INTERNAL ACCOUNTING PROCEDURES,CUSTOMER MAY DELIVER TO IDERA A CUSTOMER INVOICEOR CUSTOMER PURCHASE ORDER OR OTHER SIMILAR
DOCUMENT FOR ANY TRANSACTION CONTEMPLATEDHEREUNDER AND THAT NO ACTION BY IDERA, INCLUDINGIDERA’S DELIVERY OF ANY LICENSED MATERIALS OR
ACCEPTANCE OF PAYMENT, SHALL BE DEEMED TO BE
ACCEPTANCE OF ANY OF THE TERMS OR CONDITIONSCONTAINED IN SUCH CUSTOMER INVOICE OR CUSTOMERPURCHASE ORDER OR OTHER SIMILAR INSTRUMENT AND
SUCH TERMS AND CONDITIONS SHALL BE VOID AND OF NOFORCE OR EFFECT, UNLESS ACCEPTED BY IDERAPURSUANT TO A WRITTEN INSTRUMENT SIGNED BY BOTH
PARTIES.
16.

TRIAL LICENSE(c)

If Customer has installed Evaluation Software (as defined below)
and Customer is authorized by Idera to evaluate such Evaluation
Software (as defined below), then only the terms and conditions of
this Section 16 (including those Sections of this Agreement
incorporated in this Section 16 by reference) will govern
Customer’s temporary use of such Evaluation Software (and noother terms of this Agreement shall apply to Customer or govern
Customer’s use of Evaluation Software) and upon subscription to
a commercial license for such Evaluation Software, this entire
Agreement, exclusive of this Section 16, shall apply to Customer
and govern all use of such commercial Licensed Material.

(d)Idera is the owner and provider of certain proprietary software anddocumentation that Customer may request to use, from time totime, on a temporary basis for the sole purpose of testing andevaluating such software prior to purchasing a commercial term
license for such software (“Evaluation Software”). All installation
and usage of Evaluation Software by Customer requires atemporary License Key or trial License Key to be issued by Idera
and Customer is only permitted to use Evaluation Software during
the term of the temporary License Key or trial License Key issued
by Idera.

(e)

Evaluation Software is provided to Customer solely for evaluation
purposes for Customer’s own testing and evaluation purposes (an“Evaluation”) and upon delivering a temporary License Key or trial
License Key to Customer, Idera hereby grants Customer a nonOFFICIAL Subscription SLA Ver. 050124ns

law, without Idera’s prior written consent. In the event of any
merger of Customer or a sale of substantially all of the assets ofCustomer in which Customer is not the surviving entity, Customer
may assign or transfer any licenses granted under this Agreement;
provided, that Customer provides Idera with written notice of suchtransfer within thirty days of such merger or sale. Any assignment
or delegation in breach of this Section 17(a) shall be void. This
Agreement shall be binding upon the parties hereto and shall inure
to the benefit of the parties hereto and their respective permitted
successors and assigns.

transferable, nonexclusive, limited license to operate and use the
Evaluation Software for such Evaluation during the period
commencing on the date Customer downloads the Evaluation
Software and ending on the expiration of the temporary License
Key or trial License Key (including any extensions thereofauthorized by Idera, the “Evaluation Period”). Customer agrees not
to cause or permit the reverse engineering, disassembly,
modification, translation or decompilation of any Evaluation
Software. Customer shall not copy the Evaluation Software, or
create or develop any derivative software based upon the
Evaluation Software.
(f)

Customer acknowledges that all Evaluation Software incorporates
confidential and proprietary information developed or acquired byor licensed to Idera and that all results of testing of the Evaluation
Software, whether performed by Customer or another third party,
are confidential. In no event will Customer publish or disclose theresults of any testing or performance specifications of the
Evaluation Software without Idera’s express prior written consent.
Customer shall not remove or deface of any confidentiality or
proprietary notice placed on the Evaluation Software. The
placement of copyright notices on Evaluation Software shall notconstitute publication or otherwise impair their confidential natureof such information.

(g) ALL EVALUATION SOFTWARE PROVIDED BY IDERA IS
DELIVERED "AS IS, WHERE IS" AND IDERA SPECIFICALLYDISCLAIMS ANY AND ALL WARRANTIES OF ANY KINDINCLUDING WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IDERA DOES NOTWARRANT THAT THE EVALUATION SOFTWARE WILLOPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.
UNDER NO CIRCUMSTANCES WILL IDERA OR ITSAUTHORIZED REPRESENTATIVES BE LIABLE FOR ANYCONSEQUENTIAL,
INDIRECT,SPECIAL,
PUNITIVE,
EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE OR WHETHER BASED ON
CLAIMS BY CUSTOMER OR ANY THIRD PARTY, ARISING OUT
OF OR RELATED TO CUSTOMER’S USE OF EVALUATIONSOFTWARE. IN NO EVENT WILL THE AGGREGATE LIABILITYOF IDERA OR ITS AUTHORIZED REPRESENTATIVESINCURRED IN ANY ACTION OR PROCEEDING RELATING TOCUSTOMER’S USE OF EVALUATION SOFTWARE EXCEEDONE HUNDRED DOLLARS.
(h)The Evaluation and the evaluation license granted under thisSection 16 shall automatically terminate immediately upon theearliest of (i) the expiration of the Evaluation Period, (ii) the dateupon which Customer purchases a commercial license for such
Evaluation Software and (iii) the date upon which either party
notifies the other party of its termination of the Evaluation. Upon
expiration of the Evaluation Period or the Evaluation, Customer
shall cease using and shall uninstall and destroy the Evaluation
Software unless Customer has purchased a commercial license forsuch Evaluation Software on or prior to such expiration.

Sections 1, 5, 8, 11, 14, 15 and 17(a) through 17(g) of this Agreement shallbe deemed incorporated by this reference in this Section 16 and the
Evaluation license granted under this Section 16.
17.

(b)

All notices or approvals required or permitted under this Agreement
must be given in writing and delivered to the appropriate party at
the address set forth in this Agreement or in any Order Formdelivered in connection with this Agreement.

(c)

The waiver of compliance with or breach of any term or conditionof this Agreement or the failure of a party to exercise any rightunder this Agreement shall in no event constitute a waiver as toany other failure to comply or breach, whether similar or dissimilarin nature, or prevent the exercise of any right under this Agreement.

(d) THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATEOF TEXAS WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW RULES.
IDERA AND CUSTOMER HEREBYIRREVOCABLY AGREE ON BEHALF OF THEMSELVES THATTHE SOLE AND EXCLUSIVE JURISDICTION AND VENUE FOR
ANY LITIGATION ARISING FROM OR RELATING TO THISAGREEMENT OR THE SUBJECT MATTER HEREOF SHALL BE
IN AN APPROPRIATE FEDERAL OR STATE COURT IN THE
STATE OF TEXAS LOCATED IN TRAVIS COUNTY.
(e)

Unless otherwise specified herein, the rights and remedies of Idera
set forth in this Agreement are not exclusive and are in addition to
any other rights and remedies available to it at law or in equity. In
the event of Customer’s failure to pay any fees set forth in thisAgreement or any applicable Purchase Order, Idera shall beentitled to recover its costs and expenses, including but not limited
to reasonable attorneys’ fees, incurred in any collection efforts orlegal action.

(f)This Agreement is not intended to be nor shall it be construed as a
joint venture, association, partnership or other form of businessorganization or agency relationship.

(g)

Headings used in this Agreement are for reference purposes onlyand shall not be used to modify the meaning of the terms andconditions of this Agreement. This Agreement may be executed incounterparts, all of which shall constitute one single agreement
between the parties hereto.

(h)

In consideration of the mutual covenants contained herein,
including the rights and licenses granted to Customer herein, theparties hereto do hereby agree that for a period of two years
following Customer’s most recent purchase of any licenses orservices, including Maintenance Service, from Idera or its
authorized representative, Customer shall not solicit, induce, hire,
engage, or attempt to hire or engage any employee of Idera, or in
any other way interfere with Idera’s contractual or employment
relations with any of its employees, nor will Customer hire orengage or attempt to hire or engage any individual who was an
employee of Idera at any time during such two-year period.

MISCELLANEOUS(a)

Customer shall not assign, delegate or otherwise transfer thisAgreement or any of its rights or obligations hereunder to any otherperson or entity, whether by contract, merger or by operation of the[END OF AGREEMENT]-7-

OFFICIAL Subscription SLA Ver. 050124ns

-8-

OFFICIAL Subscription SLA Ver. 050124ns