MASTER SOFTWARE LICENSE AGREEMENT
Froala Labs SA
4001 W. Parmer Lane
Suite 125
Austin, TX, 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. FROALA URGES YOU TO CAREFULLY READ THIS AGREEMENT AND ASSESS YOUR USE OF THE
SOFTWARE PRIOR TO INSTALLING OR USING THE SOFTWARE OR MAKING ANY DECISION TO USE OR PURCHASE IT.
THIS MASTER SOFTWARE 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 (as defined below), or in the case of any purchase of a license for use of the Licensed Software (asdefined below), the date of the Purchase Order (as defined below) pursuant to which such license is purchased, is between Froala Labs SA, a joint stockcompany organized under the laws of Romania (“Froala”), 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 a license for use of the Licensed Software, the customer set forth on the purchase order pursuant to whichsuch license is purchased (in each case, herein “Customer”), and sets forth the terms and conditions whereby Froala agrees to provide to Customer andCustomer agrees to acquire from Froala one or more licenses to install and use certain software and use certain documentation and maintenance services
related thereto, owned or licensed by Froala, as set forth on the Purchase Order delivered in connection with 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 and conditions 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 theterms in such Purchase Order with the terms contained herein. Each Purchase Order shall be executed separately and, when so executed by both partiesand 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 the terms and conditions of allprior agreements between Froala and Customer relating to the software licensed hereunder, including, but not limited to, any shrink-wrap agreements,
click-wrap agreements or any demo or trial agreements which may accompany or are embedded in Froala’ products or which have been previously inforce between the parties. If Customer is evaluating Evaluation Software, then only the terms and conditions of Section 16 below (including those Sectionsof this Agreement incorporated therein by reference) will govern Customer’s temporary use of such Evaluation Software (and no other terms of thisAgreement shall apply to Customer or govern Customer’s use of Evaluation Software) and upon purchase of a commercial license for such 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:

1.

GENERAL TERMS AND CONDITIONS
produced by a court of competent jurisdiction, provided that therecipient shall first give notice to the disclosing party of any suchDefinitions –request or order of the court to give the disclosing party an(a) “Affiliate” means with respect to any specified person or entity,
opportunity to contest or limit said request or order of the court.
any other person or entity controlling, controlled by or undercommon control with such person or entity, where “control”(e) “Derivative Works” means any software programs which aremeans the ownership, directly or indirectly, of 50 percent or moredeveloped by Customer and which incorporate or containof the ownership interest of such specified entity.
modifications to any part of the Licensed Software in Source(b)“Agreement” means this software license agreement, together
with all exhibits, schedules, annexes and Purchase Orders madea part hereof in accordance with the terms of this Agreement andall amendments, modifications, supplements and alterations
thereto effected in accordance with the terms of this Agreement.

(c)“Community Support” means all support provided by the Froalacommunity at large and not provided pursuant to Froala’s
provision of 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 theterm “Confidential Information” shall not include information
which the recipient can show by reasonable proof (i) to havebeen known by the recipient prior to the time of disclosure by thedisclosing 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 not under any obligation of confidence or secrecy tothe disclosing party at the time such third party discloses theinformation to the recipient or (iv) to have been compelled to be
Froala Labs SA-1-

Code form, and including any revision, modification, translation(including compilation or recapitulation by computer),abridgement, condensation, expansion or any other form inwhich the Licensed Software in Source Code form may be recast,transformed, or adapted.
(f)“Domain” means a domain name, host name, URL, or IP address
assigned to a server and/or a device, accessible from theInternet.

(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 othermedia and (ii) all Updates for the Licensed Software that
Perpetual SLA Ver. 050124ns

Customer is entitled to receive in connection with its receipt ofMaintenance Services pursuant to Section 4 of this Agreement.
(k)“Maintenance Services” means the technical support services
provided by Froala pursuant to Section 4 hereof.

(l)“Maintenance Term” means the period of time for which
Customer has purchased Maintenance Services, as evidenced
by the Purchase Order delivered by Customer in connection
therewith, together with all renewals effected in accordance with
Section 4 of this Agreement.

the Licensed Software or any other product or software
application commercially offered by Froala. Customer’s right touse 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 to abide by theterms 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 to use by
Customer’s Affiliates, provided that (x) such third parties haveagreed to abide by the terms of this Agreement, and (y)Customer shall remain primarily liable for all acts and omissions
by such Customer Affiliates.

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

2.

(n)

“Purchase Order” means (i) Froala’ 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), assuch document may be amended, supplemented or modified
from time to time in accordance with this Agreement or (ii) any
other non-Froala price quote, purchase order, order form orpurchase confirmation delivered by Customer to Froala but solely
to the extent 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 tosubscription 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.

(b)(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
with one (1) Derivative Work for which Customer must
manually generate the License Key for such Derivative
Work, and (ii) access Community Support;(ii)

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
full compliance herewith and according to the scope, time period
and other terms indicated on the applicable Purchase Orderdelivered in connection with this Agreement, Froala hereby
grants Customer and Customer hereby accepts from Froala, aperpetual, non-exclusive and non-transferable right and license
to install the Licensed Software on computer hardware that is
owned or operated by or on behalf of Customer, to access, use,
copy, modify or create Derivative Works based upon the
Licensed Material in accordance with the applicable restrictions
and conditions contained in this Agreement and to copy the
Licensed Material as permitted by this Agreement; provided, thatin no event shall Customer create any Derivative Work that iscompetitive with or offers substantially the same functionality as

Froala Labs SA

License Usage and Restrictions – Customer acknowledges
and agrees that, as between Customer and 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,
or trademark laws. This Agreement does not grant Customer any
ownership interest in or to the Licensed Material, but only alimited right and license to install and use the Licensed Softwareand to use the Licensed Materials in accordance with the termsof this Agreement and each applicable Purchase Order.
Customer further acknowledges and agrees that the licenses
granted hereunder and the restrictions applicable to Customer’s
installation and use of the License Software will vary according
to the type of Licensed Software purchased by Customer and thetype of license purchased by Customer. One or more of therestrictions set forth in this Section 2 may apply to the Licensed
Software depending upon the type of licensed purchased and theterms contained in the applicable Purchase Order relating to the
Licensed Software. Customer is encouraged to carefully review
all terms and restrictions contained in this Section 2 and each
Purchase Order. Customer hereby agrees to the following
license restrictions and conditions applicable to the Licensed
Software as set forth in the Purchase Orders delivered by
Customer under this Agreement:

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
with one (1) Derivative Work using a single Wildcard
Activation 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) installand operate 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 numberof Derivative Works, using a single License Key, (ii)
access and redistribute the minified Source Code in a
Derivative Work, and (iii) access Community Support.

-2-

Unless otherwise provided herein, Customer shall not have theright to use the Licensed Software or any part thereof as a partof SaaS Application or to develop a SaaS Application unlessCustomer purchases an Enterpriselicense. For the avoidance of
doubt, Basic Licenses and Pro Licenses respectively do not grant
Perpetual SLA Ver. 050124ns

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 rightto use or distribute the Licensed Software or any part thereof in
conjunction with Open Source Software.
(c)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
download site. Ownership of all licenses purchased hereunderand risk of loss for the related Licensed Materials shall bedeemed to have passed to Customer once Froala has made theLicensed Material available for download by Customer, notified
Customer of the availability of the Licensed Material for download
and provided Customer with License Keys necessary for the
installation and operation of the Licensed Software.

(b)

Payment – Upon delivery of a Purchase Order by Customer,
Froala shall deliver an invoice to Customer specifying the license
fees and Maintenance Services fees payable pursuant to such
Purchase Order. Customer shall pay all license fees andMaintenance Services fees specified therein within thirty (30)days of Customer’s receipt of such invoice. In the event that
Customer elects to pay any fees due hereunder with a credit
card, (i) Customer is required to provide Froala via Sencha witha 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
has changed 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, tothe credit card submitted by Customer. All fees payable by
Customer in respect of such Ancillary Services may beseparately invoiced. Customer’s payment obligation with respect
to all license fees and Maintenance Services 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 basedon Froala’ income) shall also be payable by Customer inaccordance with applicable law.

Additional Terms Governing Source Code – The following
additional terms and conditions contained in this Section 2(c)shall apply to all Licensed Software licensed to Customer by
Froala that include a right to receive the Licensed Software in
Source Code form:(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 suchmodifications, 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 bemade to the licensed Source Code to Froala. Customer shall not
distribute any portion of the Licensed Software in Source Codeform, or any modification, enhancement, Derivative Work and/or
extension thereto, in Source Code form.
(ii) The Source Code is provided to the Customer for the
purpose of modification, education and troubleshooting. Underno circumstances shall any portion of the Source Code be
distributed, disclosed or otherwise made available to any third
party without the express, prior written consent of Froala. Underno circumstances may the Licensed Software in Source Codeform be used in whole or in part, as the basis for creating a
product that provides the same or similar, or substantially thesame 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 areasonable number of back-up archival copies of the Licensed
Software. In the event of any outage that results in the complete
failure of the computer system upon which Customer has
installed the Licensed Software, Customer’s right to use theLicensed Software shall include, during the pendency of suchoutage, the temporary right to use the Licensed Software in a
replacement computing environment substantially similar to theoriginal computing environment upon which the Licensed
Software was installed immediately prior to such outage.
Customer shall reproduce all confidentiality and proprietary
notices on each of the copies permitted hereunder and maintainan accurate record of the location 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 the Licensed Material orapply any procedure or process to the Licensed Material in order
to ascertain, derive, and/or appropriate the source code orsource listings for the Licensed Software or any trade secret orother proprietary information contained in the Licensed Software.

(e)

Maintenance Optional – Customer’s right to use the Licensed
Software shall survive any election by Customer to terminate or
not renew Maintenance Services from Froala.

(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
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’ standard professional services agreement,

Froala Labs SA

4.
MAINTENANCE – Froala does not warrant that the Licensed
Software will operate error-free or may be used error-free. Upon
Customer’s payment of the Maintenance Services fees associated with theMaintenance Term purchased by Customer for the Licensed Software
specified in a Purchase Order, Froala shall provide Maintenance Services
in accordance with this Section 4 and in accordance with any additional
Maintenance Services terms specified in such Purchase Order.

-3-

(a)

Maintenance Agreement – Froala or its authorized
representative will provide Maintenance Services for the
Licensed Software during each Maintenance Term.
Maintenance Services includes problem determinations,reasonable problem resolutions, provisioning of software
program temporary fixes and new releases. Maintenance
Services shall also include the additional Maintenance Service
terms expressly set forth in writing in the Purchase Orderdelivered by Customer, which are hereby incorporated herein byreference. Maintenance Services shall entitle Customer toreceive, at no additional cost, all Updates.

(b)

Additional Maintenance Term – Upon expiration of each
Maintenance Term, Maintenance Services shall automaticallyrenew for an additional 12-month Maintenance Term and Froalawill invoice Customer unless Froala or its authorized
representative is notified by Customer in writing at least sixty (60)days prior to the expiration of the current Maintenance Term that
Customer will not purchase Maintenance Services for another
Maintenance Term.
Perpetual SLA Ver. 050124ns

(c)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.

Reinstatement – If Customer terminates Maintenance Services
or elects not to renew Maintenance Services, Customer may, at
its option, purchase Maintenance Services within one year ofsuch termination or non-renewal by providing notice to Froalaand making payment of Froala’ then-current list maintenancefees for the upcoming 365-day period plus an amount equal to
1.5 times the Maintenance Services fees that would haveaccrued during the period subsequent to such termination or nonrenewal, had Customer not terminated or elected not to renew
Maintenance Services.

7.

INDEMNITY(a)

Indemnity – Subject to this Section 7 and Section 8 below,
Froala agrees to indemnify, defend and hold harmless Customer
from and against all claims, damages, losses, liabilities andexpenses (including, but not limited to, reasonable attorneys’fees) arising out of 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 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 theclaim, and provided further that no settlement intended to bind
Customer shall be made without Customer’s prior written
authorization and (iii) Customer gives Froala all available
information, reasonable assistance, and authority to enable
Froala to do so.

(b)

Alternative Remedy - If a claim described in Paragraph 7(a)may or has been asserted, Customer will permit Froala, at Froala’
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 amount actually paid to Froala or its
authorized representative for such Licensed Material, lessdepreciation based on a 3-year straight-line depreciation
schedule.

(c)Limitation - Froala shall have no indemnity obligation to
Customer hereunder if the violation or infringement claim resultsfrom (i) a correction or modification of the Licensed Material notprovided by Froala or its authorized representative, (ii) the failure
to promptly install an Update, (iii) the combination of the Licensed
Software with other non-Froala software and (iv) continuing theallegedly infringing activity after receiving written notice of such
infringement claim from Froala.

5.
PROPRIETARY RIGHTS – Customer shall not acquire, by virtue of
this Agreement, any right or license other than as expressly provided
herein. Customer shall not reproduce the Licensed Material or otherconfidential or proprietary information of Froala, except as provided in thisAgreement. 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 ordevelopments thereof and all confidential or proprietary information of
Froala, including without limitation, all rights under and with respect topatents, 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 under applicable local law.
Customer shall promptly notify Froala of any infringement of Froala’
proprietary rights of which it becomes aware.
6.

LIMITED WARRANTIES
(a)

(b)

(c)

Warranty - Froala warrants to Customer that during the first thirty(30) days after purchase of the Licensed Software (the “Warranty
Period”) such Licensed Software will perform substantially as
described in the accompanying Licensed Documentation. Froala
does not warrant that (i) the Licensed Software will satisfy or may
be customized to satisfy any of Customer's requirements or any
other particular use or (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 andconstrued subject to any such statutory provisions.
Remedies – If (i) at any time during a Maintenance Term, theLicensed Software contains Errors which make the Licensed
Software unable to perform substantially as described in theaccompanying Licensed Documentation or (ii) during theWarranty 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 commerciallyreasonable 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 forcorrecting such Error or breach. If such Error or breach is notcorrected 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 amount paid for the defective
Licensed Software, less depreciation based on a 3-year straightline schedule. Froala’ obligations under this Section 6(b) shall be
waived in the event such Error or breach is due to (I) any defectin or misconfiguration of the computer hardware upon which the
Licensed Software is installed, (II) improper handling or use of
the software media by Customer, or (III) an unauthorizedalteration, 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 and exclusive remedy, and Froala’ and its
authorized representatives’ sole and exclusive liability, for any
breach of warranty, Error or failure of the Licensed Software tofunction properly.

8.
NO
CONSEQUENTIAL
DAMAGESUNDERNOCIRCUMSTANCESWILLFROALAORITSAUTHORIZEDREPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTALDAMAGES, 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 THATAPPLICABLE LAW REQUIRES SUCH LIABILITY. IN NO EVENT WILL
THE AGGREGATE LIABILITY INCURRED IN ANY ACTION OR
PROCEEDING BY FROALA OR ITS AUTHORIZED REPRESENTATIVE
EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER FOR
THE SPECIFIC LICENSED SOFTWARE THAT DIRECTLY CAUSED THE
DAMAGE.
9.

(a)Disclaimer – EXCEPT AS EXPRESSLY PROVIDED IN THISAGREEMENT, ALL WARRANTIES, REPRESENTATIONS,

Froala Labs SA

CONFIDENTIALITY-4-

Confidentiality. – Customer acknowledges that the Licensed
Materials incorporate confidential and proprietary information
Perpetual SLA Ver. 050124ns

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’ 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 that have agreed in writing to be bound byterms and conditions substantially similar to, and no lessrestrictive with respect to limitations on use and disclosure, thanthose contained in this Agreement and each of which have a“need to know” in order to carry out the purposes set forth in thisAgreement. Each party shall take all reasonable precautions
necessary to safeguard the confidentiality of all Confidential
Information disclosed by the other party, including thoseprecautions (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.

(currently, Cuba, Iran, North Korea, Sudan and Syria), including any futurechanges to the government’s list of T-5 countries.
12. EQUITABLE RELIEF – The parties recognize that Sections 5, 9, 11
and 13 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 other party substantial and irreparable damage and therefore, in theevent of any such breach, in addition to other remedies which may beavailable, the non-breaching party shall have the right to seek specificperformance and other injunctive and equitable relief in a court of law.
13. LICENSE KEY & USE REPORTING – Customer acknowledges thata security code owned and controlled by Froala or its subsidiaries (the"License Key") is required to render the Licensed Software operational on
Customer’s computer hardware. Upon use of a permanent License Key toinstall the Licensed Software on Customer’s computer hardware, no othersecurity code will be required for the Licensed Material to operate on suchcomputer hardware in accordance with the terms and restrictions containedin this Agreement. Customer shall not attempt to crack, alter or otherwise
derive the License Key. Froala shall promptly provide Customer with allnecessary License Keys upon purchase of the Licensed Software or upon
any authorized transfer of the Licensed Software to any other hardware
equipment permitted under Section 2 of this Agreement. Froala reserves
the right to gather data on license usage by Customer for each item ofLicensed Software, including License Key numbers, server IP addresses,
email addresses of users, domain counts and other information deemed
relevant, to ensure that the Licensed Software is being used in accordancewith the terms of this Agreement. Froala expressly prohibits domain countoverrides without prior written approval. Customer hereby consents to
Froala gathering and processing such usage information and agrees not toblock, electronically or otherwise, the transmission of data required forcompliance with this Agreement. Any unauthorized use of the Licensed
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 Froala’ written request, Customer shall provide to
Froala a written report certifying to Froala the number of licenses forLicensed Software installed, used or accessed by Customer, the identity of
the applicable servers, hardware or computers upon which such licenses
are installed and, to the extent applicable, the installation location andlocation and number of users accessing such licenses, together with suchother information as may be requested by Froala 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.

(b) Disclosure - If an unauthorized use or disclosure of thedisclosing party’s Confidential Information occurs within therecipient party’s enterprise, the recipient party will immediately
notify the disclosing party or its authorized representative andtake, at recipient party’s expense, all steps which may beavailable to recover such Confidential Information and toprevent its subsequent unauthorized use or dissemination.
10. TERMINATION – Upon prior written notice to Froala, Customer may
terminate this Agreement without any right to refund, except as otherwise
expressly set forth in this Agreement. 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, becomes insolvent, goes or is put into
receivership or liquidation, passes a resolution for its winding up (other thanfor the purpose of reconstruction or amalgamation) or for any of theforegoing, 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 in consequence of debt. Upon thetermination of this Agreement for any reason, 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 provisionof Sections 1, 3, 8 through 12, 14, 15 and 17 shall survive the terminationof this Agreement.

14. ENFORCEABILITY – If for any reason a court of competentjurisdiction 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, andthe remainder of this Agreement shall continue in full force and effect.
15.

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 and export control regulations of the United States withrespect to the Licensed Material. Customer acknowledges that it may not
re-export or divert the Licensed Material or any related technicalinformation, document or material, or direct derivatives thereof, to any
country set forth on the U.S. Department of Commerce’s list of T-5 countries
Froala Labs SA

ENTIRE AGREEMENT(a)

Customer acknowledges that it has read this Agreement,
understands it and agrees to be bound by its terms. Customer
and Froala 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 to clause (b) below, this Agreement may not be
amended, modified, supplemented or altered except by a writtenagreement that is signed by both parties.

(b) UNDER NO CIRCUMSTANCES MAY THE TERMS OF THISAGREEMENT OR ANY FROALA PURCHASE ORDER BE-5-

Perpetual SLA Ver. 050124ns

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’ DELIVERY OF ANY
LICENSED MATERIALS OR ACCEPTANCE OF PAYMENT,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
CONDITIONS SHALL BE VOID AND OF NO FORCE OR
EFFECT, UNLESS ACCEPTED BY FROALA PURSUANT TOA WRITTEN INSTRUMENT SIGNED BY BOTH PARTIES.
16.

Software shall not constitute publication or otherwise impair theirconfidential nature of such information.
(b) 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 NOTWARRANT THAT THE EVALUATION SOFTWARE WILLOPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.
UNDER NO CIRCUMSTANCES WILL FROALA OR ITSAUTHORIZED REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, 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 FROALA OR ITS AUTHORIZED REPRESENTATIVESINCURRED IN ANY ACTION OR PROCEEDING RELATING TOCUSTOMER’S USE OF EVALUATION SOFTWARE EXCEEDONE HUNDRED DOLLARS.

TRIAL LICENSE(a)

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 andconditions of this Section 16 (including those Sections of thisAgreement incorporated in this Section 16 by reference) will
govern Customer’s temporary use of such Evaluation Software(and no other terms of this Agreement shall apply to Customer orgovern Customer’s use of Evaluation Software) and uponpurchase of a commercial license for such Evaluation Software,
this entire Agreement, exclusive of this Section 16, shall apply to
Customer and govern all use of the Licensed Material.

(a)

Froala is the owner and provider of certain proprietary softwareand documentation that Customer may request to use, from time
to time, on a temporary basis for the sole purpose of testing andevaluating such software prior to purchasing a commercial
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.

(b)

(c)

17.

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 Keyor trial License Key to Customer, Froala hereby grants Customer
a non-transferable, nonexclusive, limited license to operate anduse the Evaluation Software for such Evaluation during theperiod commencing on the date Customer downloads the
Evaluation Software and ending on the expiration of thetemporary License Key or trial License Key (including any
extensions thereof authorized by Froala, the “Evaluation
Period”). Customer agrees not to cause or permit the reverse
engineering,disassembly,
modification,translationordecompilation of any Evaluation Software. Customer shall notcopy 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 by or licensed to Froala and that all results of testing of
the Evaluation Software, whether performed by Customer oranother third party, are confidential. In no event will Customer
publish or disclose the results of any testing or performance
specifications of the Evaluation Software without Froala’ expressprior 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

Froala Labs SA(d)

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
for such Evaluation Software on or prior to such expiration.

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

MISCELLANEOUS(a)

Customer shall not assign, delegate or otherwise transfer thisAgreement or any of its rights or obligations hereunder to any
other person or entity, whether by contract, merger or by
operation of the law, without Froala’ prior written consent. In theevent of any merger of Customer or a sale of substantially all of
the assets of Customer in which Customer is not the surviving
entity, Customer may assign or transfer any licenses granted
under this Agreement; provided, that Customer provides Froalawith written notice of such transfer within thirty days of suchmerger or sale. Any assignment or delegation in breach of thisSection 17(a) shall be void. This Agreement shall be binding
upon the parties hereto and shall inure to the benefit of theparties hereto and their respective permitted successors andassigns.

(b)

All notices or approvals required or permitted under thisAgreement must be given in writing and delivered to theappropriate party at the address set forth in this Agreement or in
any Purchase Order delivered 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
dissimilar in nature, or prevent the exercise of any right under thisAgreement.

(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 THEMSELVESTHAT THE SOLE AND EXCLUSIVE JURISDICTION AND-6-

Perpetual SLA Ver. 050124ns

VENUE FOR ANY LITIGATION ARISING FROM ORRELATING TO THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF SHALL BE IN AN APPROPRIATEFEDERAL OR STATE COURT IN THE STATE OF TEXASLOCATED 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 orin equity. In the event of Customer’s failure to pay any fees set
forth in this Agreement, Froala shall be entitled to recover its
costs and 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 asa 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 executedin counterparts, 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 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’ contractual or
employment relations with any of its employees, nor will
Customer hire or engage 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]

Froala Labs SA-7-

Perpetual SLA Ver. 050124ns