MASTER SOFTWARE SUBSCRIPTION AGREEMENT
Froala Labs SA
4001 W. Parmer Lane
Suite 125
Austin, TX, 78727
BY PROCEEDING TO DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE IN WHICH THIS AGREEMENT IS ELECTRONICALLYEMBEDDED 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, ACCESSING
OR USING THE SOFTWARE OR BY CLICKING ON “ACCEPT” YOU ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF AND YOUREMPLOYER YOU HAVE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY, THAT YOU AND YOUR EMPLOYER AGREE TO BE BOUND
BY THIS AGREEMENT AND THAT IF APPLICABLE YOUR EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF THISAGREEMENT WHICH MAY BE APPLICABLE TO YOU. THIS AGREEMENT, SHALL GOVERN YOUR INSTALLATION, ACCESS AND USE OF THE
SOFTWARE IN WHICH THIS AGREEMENT IS ELECTRONICALLY EMBEDDED. FROALA URGES YOU TO CAREFULLY READ THIS AGREEMENT
AND ASSESS YOUR USE OF THE SOFTWARE PRIOR TO INSTALLING, ACCESSING OR USING THE SOFTWARE OR MAKING ANY DECISIONTO USE OR PURCHASE IT.
THIS MASTER SOFTWARE SUBSCRIPTION 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 (as defined below), or in the case of any purchase of a license for use of the Licensed Software(as defined below), the date of the Purchase Order (as defined below) pursuant to which such license is purchased, is between Froala Labs SA, a joint
stock company organized under the laws of Romania (“Froala”), and, in the case of any Evaluation Software, the customer to whom temporary License
Keys are delivered or, in the case of any purchase of a license for use of the Licensed Software, the customer set forth on the purchase order pursuant towhich such license is purchased (in each case, herein “Customer”), and sets forth the terms and conditions whereby Froala agrees to provide to Customer
and Customer agrees to acquire from Froala one or more limited licenses to install and use certain software and use certain documentation andmaintenance services related thereto, owned or licensed by Froala, as set forth on the Purchase Order (as defined below) pursuant to which Customer
agrees to subscribe to the Licensed Software licensed hereby, which is hereby incorporated herein by reference and made a part of this Agreement. To
the extent any terms or conditions contained in the Purchase Order conflict with the terms or conditions contained in this Agreement, the terms andconditions of the Purchase Order shall supersede only those conflicting terms or conditions contained in this Agreement and only to the minimum extent
necessary to harmonize the terms in such Purchase Order with the terms contained herein. Each Purchase Order shall be executed separately and, whenso executed by both parties and delivered to Froala, shall constitute and be construed as a separate agreement consisting of the terms and conditions
contained in such Purchase Order together with the terms and conditions of this Agreement. This Agreement specifically supersedes and replaces theterms and conditions of all prior agreements between Froala 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 Froala’s products or which have been previously in force between
the parties. If Customer is evaluating Evaluation Software (as defined in Section 16 below), then only the terms and conditions of Section 16 below(including those Sections of this Agreement incorporated therein 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 purchase of a commercial license forsuch Evaluation Software, this entire Agreement, exclusive of Section 16, shall apply to Customer and govern all use of the Licensed Material (as defined
below). In consideration of the mutual promises and agreements contained herein, the parties hereto also agree as follows:
GENERAL TERMS AND CONDITIONS
recipient or (iv) to have been compelled to be produced by a courtof competent jurisdiction, provided that the recipient shall first give
1.
Definitions –notice to the disclosing party of any such request or order of the(a) “Affiliate” means with respect to any specified person or entity, any
court to give the disclosing party an opportunity to contest or limit
other person or entity controlling, controlled by or under common
said request or order of the court.
control with such person or entity, where “control” means theownership, directly or indirectly, of 50 percent or more of the(e) “Derivative Works” means any software programs which areownership interest of such specified entity.
developed by Customer and which incorporate or containmodifications to any part of the Licensed Software in Source Code(b) “Agreement” means this software subscription agreement, together
form, and including any revision, modification, translation (including
with all Exhibits, Schedules, Annexes, Purchase Orders made acompilation or recapitulation by computer), abridgement,
part hereof in accordance with the terms of this Agreement and allcondensation, expansion or any other form in which the Licensed
amendments, modifications, supplements and alterations thereto
Software in Source Code form may be recast, transformed, or
effected in accordance with the terms of this Agreement.
adapted.
(c)“Community Support” means all support provided by the Froalacommunity at large and not provided pursuant to Froala’s provisionof Maintenance Services.

(d)“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
breach of this Agreement by the recipient, (iii) to have been
disclosed to the recipient in good faith by a third party who is notunder any obligation of confidence or secrecy to the disclosing
party at the time such third party discloses the information to the

Froala Labs SA

-1-

(f)

“Domain” means a domain name, host name, URL, or IP address
assigned to a server and/or a device, accessible from the Internet.

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

(h)“Licensed Documentation” means the published user manuals that
Froala makes generally available for the Licensed Software.

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

(j)“Licensed Software” means the machine-readable object code version of (i) the software specified on each Purchase Order, whether
embedded on disc, tape, internet download site or other media and(ii) all Updates for the Licensed Software that Customer is entitled
Subscription SLA Ver. 050124ns

to receive in connection with its receipt of Maintenance Services
pursuant to Section 4 of this Agreement.
(k)“License Term” means (A) the initial period of time (the “Initial
Term”) (i) specified on the Purchase Order pursuant to which
Customer agreed to lease the Licensed Material or (ii) to the extent
no such initial period is specified on the Purchase Order, a oneyear period of time, in each case commencing on the Effective Dateand (B) all subsequent renewals and extensions thereof effected inaccordance with the terms of this Agreement (each, a “Renewal
Term”).

(l)“Maintenance Services” means the technical support services
provided by Froala pursuant to Section 4 hereof.

(m) Open Source Software” refers to any software, in either source orobject form, subject to a license or agreement that requires, as acondition of the use, modification or distribution of software subject
to such license or agreement, that such software or other software
linked with, called by, combined or distributed with such softwarebe (i) disclosed, distributed, made available, offered, licensed ordelivered in source code form, (ii) licensed for the purpose of
making derivative works, (iii) licensed under terms that allow
reverse engineering, reverse assembly, or disassembly of any
kind, or (iv) redistributable at no charge, including any license
defined as an open source license by the Open Source Initiative as
set forth on www.opensource.org.

2.

(n)

“Purchase Order” means (i) Froala’s standard price quote,purchase order, order form or purchase confirmation (including any
purchase confirmation delivered electronically through an online
store owned or controlled by Froala or its subsidiaries), as such
document may be amended, supplemented or modified from time
to time in accordance with this Agreement or (ii) any other nonFroala price quote, purchase order, order form or purchaseconfirmation delivered by Customer to Froala but solely to theextent permitted by and delivered in accordance with Section 15.

(o)“SaaS Application” means a software product or application on aremote server offered to users that generates revenue, directly or
indirectly, in any manner, including but not limited to subscription
fees, affiliate fees, advertising fees, third party referral fees, or any
other commercial arrangement.

(p)“Sencha” shall mean Sencha, Inc., a Delaware corporation, affiliate
and official reseller of the Licensed Software.

(q)“Source Code” means, computer programming code or any
computer instructions necessary to compile the Licensed Software.

(r)“Update” means any revision, enhancement, improvement or
modification to or programming fix for the Licensed Software or
Licensed Documentation which Froala makes generally available,
incorporates into and makes a part of the Licensed Software or
Licensed Documentation and does not separately price or market.

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 Purchase Order delivered
in connection with this Agreement, Froala hereby grants Customer
and Customer hereby accepts from Froala, a limited, non-exclusive
and non-transferable right and license during the License Term toinstall the Licensed Software on computer hardware that is owned
or operated by or on behalf of Customer and to access and use,
copy, modify or create Derivative Works based upon the Licensed
Material subscribed to by Customer in accordance with theapplicable restrictions and conditions contained in this Agreement
and to copy the Licensed Material as permitted by this Agreement;
provided, that in no event shall Customer create any Derivative
Froala Labs SA-2-

Work that is competitive with or offers substantially the samefunctionality as the Licensed Software or any other product orsoftware application commercially offered by Froala. Customer’s
right to use the Licensed Material shall extend to use by third
parties under a written agreement with Customer to provide
outsourcing services for Customer's own internal business
operations; provided, that (i) such third parties have agreed toabide by the terms of this Agreement and (ii) Customer shall remain
primarily liable for all acts and omissions by such third parties.
Customer’s right to use the Licensed Material shall also extend touse by Customer’s Affiliates, provided that (x) such third parties
have agreed to abide by the terms of this Agreement, and (y)Customer shall remain primarily liable for all acts and omissions bysuch Customer Affiliates. 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 Froala, Froala 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 Licensed Software and touse the Licensed Materials in accordance with the terms of thisAgreement and each applicable Purchase Order. 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 Purchase Order relating to the Licensed Software.
Customer is encouraged to carefully review all terms andrestrictions contained in this Section 2 and each Purchase Order.
Customer hereby agrees to the following license restrictions andconditions applicable to the Licensed Software as set forth in thePurchase Orders delivered by Customer under this Agreement:(i) For all Licensed Software made generally available byFroala and licensed hereunder by Customer on a “Basic
License” basis, Customer may (i) access and use theLicensed Software on any computer, platform, system or
environment, on up to one (1) Domain in conjunction withone (1) Derivative Work for which Customer must
manually generate the License Key for such Derivative
Work, and (ii) access Community Support;(ii)

For all Licensed Software made generally available byFroala and licensed hereunder by Customer on a “Pro
License” basis, Customer may (i) install and operatesuch Licensed Software on any computer, platform,
system and/or environment; in multiple environments; on
any Domain, or mobile application in conjunction withone (1) Derivative Work using a single License Key, and(ii) access Community Support; and(iii) For all Licensed Software made generally available byFroala and licensed hereunder by Customer on a
“Enterprise License” basis, Customer may (i) install andoperate such Licensed Software on any computer,platform, system, environment and/or environments, on
unlimited Domains, SaaS Applications or mobile
applications, in conjunction with an unlimited number ofDerivative Works, using a single License Key, (ii) accessand redistribute the minified Source Code in a Derivative
Work, and (iii) access Community Support.
Unless otherwise provided herein, Customer shall not have theright to use the Licensed Software or any part thereof as a part of
SaaS Application or to develop a SaaS Application unless
Subscription SLA Ver. 050124ns

Customer purchases an Enterprise license. For the avoidance of
doubt, Basic Licenses and Pro Licenses respectively do not grant
Customer the right to use the Licensed Software or any part thereof
as a part of a SaaS Application or to develop a SaaS Application.
This Agreement does not grant Customer the right to use or
distribute the Licensed Software or any part thereof in conjunction
with Open Source Software.
(c)Additional Terms Governing Source Code – The following
additional terms and conditions contained in this Section 2(c) shallapply to all Licensed Software licensed to Customer by Froala that
include a right to receive the Licensed Software in Source Codeform:(i) Customer may make modifications, enhancements,
Derivative Works and/or extensions to such Source Code; provided
however Customer shall not grant, either expressly or impliedly,
any rights, title, interest, or licenses to any such modifications,enhancements, Derivative Works and/or extensions to any third
party. Customer hereby agrees to assign all right, title and interest
in and to such modifications, enhancements, Derivative Works
and/or extensions that may be made to the licensed Source Codeto Froala. Customer shall not distribute any portion of the Licensed
Software in Source Code form, or any modification, enhancement,
Derivative Work and/or extension thereto, in Source Code form.

implementation services, training services and professional
services (collectively, “Ancillary Services”), shall be governedsolely by a separate written mutually acceptable services
agreement entered into by the parties or, in the absence of suchagreement, Froala’s standard professional services agreement,
and acceptance of the Licensed Material shall not be contingent
upon Customer’s acceptance of any such Ancillary Services.
3.

DELIVERY AND PAYMENT TERMS –(a)

Delivery – All Licensed Material shall be delivered by Froala 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 Froala 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.

(b)

Payment -- Upon delivery of a Purchase Order by Customer,
Froala shall deliver an invoice to Customer specifying thesubscription license fees payable for the Initial Term. Each year
thereafter during the License Term Froala 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 theevent that Customer elects to pay any fees due hereunder with acredit card, (i) Customer is required to provide Froala via Sencha
with a valid form of credit card payment and to keep all such credit
card information current and accurate in respect of all renewal fees,(ii) Customer shall promptly notify Froala if its credit card haschanged or has been declined and (iii) Customer hereby consents
to Froala, through its affiliate and authorized reseller, Sencha,
automatically processing 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 inrespect of any Ancillary Services may be separately invoiced.
Customer’s payment obligation with respect to all license fees
owing hereunder shall be independent of the provision of Ancillary
Services, whether or not such Ancillary Services are separately
invoiced. Any late payment of any amount owing hereunder shallaccrue interest at a rate equal to the lesser of (i) 15% per annumand (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
Froala’s income) shall also be payable by Customer in accordancewith applicable law.

(ii) The Source Code is provided to the Customer for the purposeof modification, education and troubleshooting. Under nocircumstances shall any portion of the Source Code be distributed,
disclosed or otherwise made available to any third party without theexpress, prior written consent of Froala. Under no circumstances
may the Licensed Software in Source Code form be used in whole
or in part, as the basis for creating a product that provides the sameor similar, or substantially the same or similar, functionality as any
Froala product, Froala’ affiliates’ product or that competes in any
manner with Froala products or Froala’ affiliates’ products.
(d)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
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.

(e)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 andFroala will invoice Customer at the then-current subscription-based
list price for such additional License Term unless Froala 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.

(f)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
Purchase Orders delivered hereunder. Unless otherwise agreed
by the parties in writing, all other services purchased by Customer
in respect of the Licensed Software, if any, including

Froala Labs SA-3-

4.
MAINTENANCE – Froala 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 Purchase Order, upon Customer’s payment of thelicense fees associated with such Licensed Software, as specified in each
Purchase Order, Froala shall provide Maintenance Services for such
Licensed Software during the License Term in accordance with this Section
4 and in accordance with the additional Maintenance Services terms specified
in such Purchase Order.
Maintenance Services is included in thesubscription license fee and is not separately charged or invoiced.
Maintenance Services includes problem determinations, reasonable problem
resolutions, provisioning of software program temporary fixes and newreleases.
Maintenance Services shall also include any additional
Maintenance Services terms specified in the Purchase Order pursuant towhich Customer purchased a license to use the Licensed Software.
Maintenance Services shall be provided in accordance with the additional
Maintenance Services terms specified in such Purchase Order. 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 Froala, except as provided in this Agreement. All
Subscription SLA Ver. 050124ns

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 Froala, including without limitation,
all rights under and with respect to patents, copyrights, trademarks and rights
under the trade secret laws of any jurisdiction shall remain the sole property
of Froala or its applicable licensor, whether recognized by or perfected underapplicable local law. Customer shall promptly notify Froala of any
infringement of Froala’s proprietary rights of which it becomes aware.
6.

(b)

Alternative Remedy - If a claim described in Paragraph 7(a) may
or has been asserted, Customer will permit Froala, at Froala's
option and expense, to (i) procure the right to continue using the
Licensed Material, (ii) replace or modify the Licensed Material toeliminate 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 - Froala 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
Froala or its authorized representative, (ii) the failure to promptly
install an Update, (iii) the combination of the Licensed Softwarewith other non-Froala software and (iv) continuing the allegedly
infringing activity after receiving written notice of such infringement
claim from Froala.

LIMITED WARRANTIES
(a)

(b)

(c)

7.

notifies Froala in writing no later than thirty (30) days after
Customer’s notice of any potential claim, (ii) Customer permits
Froala 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 Froala all available information, reasonable assistance, andauthority to enable Froala to do so.

Warranty - Froala 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. Froala 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.
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, Froala
breaches the warranty set forth in clause (a) above, then Customer
shall promptly notify Froala of such Error or breach and Froala 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,
Froala 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. Froala’s obligations under this Section 6(b) shall be
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 Froala's and its authorized representatives’sole and exclusive liability, for any breach of warranty, Error or
failure of the Licensed Software to function properly.
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 FROALA 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, Froala
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

Froala Labs SA-4-

8.
NO CONSEQUENTIAL DAMAGES - UNDER NO CIRCUMSTANCESWILL FROALA OR ITS AUTHORIZED REPRESENTATIVES BE LIABLE
FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE,
EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER FORESEEABLEOR UNFORESEEABLE, BASED ON CLAIMS BY CUSTOMER OR ANY
THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSSOF 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 OTHERASSETS), 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 PROCEEDINGBY FROALA OR ITS AUTHORIZED REPRESENTATIVE EXCEED THE
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 Froala and that all resultsof testing 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
Froala’s express prior written consent. A party that receives
Confidential Information (the “Receiving Party”) from the otherparty (the “Disclosing Party”) shall not: (i) export or re-export (within
the meaning of US laws or other 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 make available 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 thathave agreed in writing to be bound by terms and conditions
substantially similar to, and no less restrictive with respect tolimitations on use and disclosure, than those contained in thisAgreement and each of which have a “need to know” in order tocarry out the purposes set forth in this Agreement. Each party shalltake all reasonable precautions necessary to safeguard theconfidentiality of all Confidential Information disclosed by the otherparty, including those precautions (A) taken by the disclosing party
to protect its own Confidential Information and (B) which the
Subscription SLA Ver. 050124ns

disclosing party or its authorized representative may reasonably
request from time to time. 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 notconstitute publication or otherwise impair their confidential natureof such information.
(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 Froala,
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 thisAgreement. If Customer or any of Customer’s employees, consultants,
authorized representatives or permitted third parties breach any term or
condition of this Agreement, Froala may terminate this Agreement, without
judicial or administrative resolution or obligation to refund. This Agreement
will terminate 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 Froala an affidavit certifying that Customer has
complied with these termination obligations. The provision of Sections 1, 3,
8 through 15 and 17 shall survive the termination of this Agreement.

from 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 Froala. Customer shall not attempt to crack, alter orotherwise derive the License Key. Froala shall promptly (which in the eventof 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. Froala 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. Froala
expressly prohibits domain count overrides without prior written approval.
Customer hereby consents to Froala gathering and processing such usage
information and agrees not to block, electronically or otherwise, thetransmission of data required for compliance with this Agreement. Any
unauthorized use of the Licensed Software by Customer or other use by
Customer in violation of the restrictions contained herein shall be deemed amaterial breach of this Agreement. In addition to the foregoing, within ten (10)business days of Customer’s receipt of Froala’s written request, Customer
shall provide to Froala a written report certifying to Froala the number oflicenses for Licensed Software installed, used or accessed by Customer, theidentity of the applicable servers, hardware or computers upon which suchlicenses are installed and, to the extent applicable, the installation locationand location and number of users accessing such licenses, together withsuch other information as may be requested by Froala and necessary toconfirm Customer’s compliance with the terms of this Agreement. The
auditing, reporting and certification rights and obligations set forth in thisSection 13 shall survive termination of this Agreement for a period of eighteenmonths.
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
permissible so as to effect the intent of the parties, and the remainder of thisAgreement shall continue in full force and effect.
15.

ENTIRE AGREEMENT(a)

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 T-5 countries (currently, Cuba, Iran, North Korea, Sudan
and Syria), including any future changes to the government’s list of T-5
countries.
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 Froala 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 Software
Froala Labs SA-5-

Customer acknowledges that it has read this Agreement,
understands it and agrees to be bound by its terms. Customer andFroala further agree that, subject to clause (b) below, thisAgreement, together with all Purchase Orders delivered inconnection herewith and all exhibits, schedules and annexes
hereto, is the complete and exclusive statement of the agreement
between Customer and Froala and supersedes all proposals, oral
or written, and all other communications between the parties
relating to the subject 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 have been previously in force between the parties. Subject toclause (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 FROALA PURCHASE ORDER BE
AMENDED,
MODIFIED,SUPPLEMENTED,ALTERED,
SUPERSEDED OR REPLACED BY ANY NON-FROALAINVOICE OR NON-FROALA PURCHASE ORDER OR OTHERSIMILAR INSTRUMENT DELIVERED BY CUSTOMER TOFROALA. EACH PARTY ACKNOWLEDGES AND AGREES
THAT, AS A CONVENIENCE TO CUSTOMER AND ONLY FORCUSTOMER’S INTERNAL ACCOUNTING PROCEDURES,CUSTOMER MAY DELIVER TO FROALA A CUSTOMERINVOICE OR CUSTOMER PURCHASE ORDER OR OTHERSIMILAR
DOCUMENTFOR
ANY
TRANSACTIONCONTEMPLATED HEREUNDER AND THAT NO ACTION BY
FROALA, INCLUDING FROALA’S DELIVERY OF ANY
LICENSED MATERIALS OR ACCEPTANCE OF PAYMENT,
Subscription SLA Ver. 050124ns

SHALL BE DEEMED TO BE ACCEPTANCE OF ANY OF THE
TERMS OR CONDITIONS CONTAINED IN SUCH CUSTOMERINVOICE OR CUSTOMER PURCHASE ORDER OR OTHERSIMILAR INSTRUMENT AND SUCH TERMS AND CONDITIONSSHALL BE VOID AND OF NO FORCE OR EFFECT, UNLESSACCEPTED BY FROALA PURSUANT TO A WRITTENINSTRUMENT SIGNED BY BOTH PARTIES.
16.

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 FROALA OR ITS AUTHORIZED REPRESENTATIVESINCURRED IN ANY ACTION OR PROCEEDING RELATING TOCUSTOMER’S USE OF EVALUATION SOFTWARE EXCEEDONE HUNDRED DOLLARS.

TRIAL LICENSE
(a)

(b)

(c)

(d)

(e)

If Customer has installed Evaluation Software (as defined below)
and Customer is authorized by Froala 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.
Froala 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 Froala
and Customer is only permitted to use Evaluation Software during
the term of the temporary License Key or trial License Key issued
by Froala.
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, Froala hereby grants Customer a nontransferable, 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 Froala, 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.
Customer acknowledges that all Evaluation Software incorporates
confidential and proprietary information developed or acquired byor licensed to Froala 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 Froala’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.
ALL EVALUATION SOFTWARE PROVIDED BY FROALA IS
DELIVERED "AS IS, WHERE IS" AND FROALA SPECIFICALLYDISCLAIMS ANY AND ALL WARRANTIES OF ANY KINDINCLUDING WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. FROALA DOES
NOT WARRANT THAT THE EVALUATION SOFTWARE WILLOPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.
UNDER NO CIRCUMSTANCES WILL FROALA OR ITSAUTHORIZED REPRESENTATIVES BE LIABLE FOR ANYCONSEQUENTIAL,
INDIRECT,SPECIAL,
PUNITIVE,

Froala Labs SA

-6-

(f)

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.

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 thelaw, without Froala’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 Froala 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.

(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 Purchase Orderdelivered 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.
Unless otherwise specified herein, the rights and remedies of
Froala set forth in this Agreement are not exclusive and are in
addition to any other rights and remedies available to it at law or inequity.

(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.
FROALA 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
Froala set forth in this Agreement are not exclusive and are in
addition to any other rights and remedies available to it at law or inequity. In the event of Customer’s failure to pay any fees set forthin this Agreement, Froala shall be entitled to recover its costs andSubscription SLA Ver. 050124ns

expenses, including but not limited to reasonable attorneys’ fees,
incurred in any collection efforts or legal 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)parties 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 Froala or its
authorized representative, Customer shall not solicit, induce, hire,
engage, or attempt to hire or engage any employee of Froala, or in
any other way interfere with Froala’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 Froala at any time during such two-year period.

[END OF AGREEMENT]

In consideration of the mutual covenants contained herein,
including the rights and licenses granted to Customer herein, theFroala Labs SA-7-

Subscription SLA Ver. 050124ns