End User License Agreement
READ THIS END USER LICENSE AGREEMENT (“EULA”) BEFORE INSTALLING OR USING THE
PRODUCT TO WHICH THIS EULA APPLIES. BY ACCEPTING THIS EULA, COMPLETING THE
REGISTRATION PROCESS, AND/OR INSTALLING OR USING THE PRODUCT, YOU AGREE ON
BEHALF OF YOURSELF AND YOUR COMPANY (IF APPLICABLE) TO THE TERMS BELOW. IF
YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR
COMPANY, DO NOT INSTALL, REGISTER FOR OR USE THE PRODUCT, AND, IF A HARDWARE
PRODUCT, RETURN THE PRODUCT OR IF A SOFTWARE PRODUCT, DESTROY OR RETURN
ALL COPIES OF THE PRODUCT. ONCE YOU HAVE DONE THIS, YOU MAY REQUEST FROM
THE POINT OF PURCHASE A FULL REFUND OF THE LICENSE FEES, IF ANY, PAID FOR THE
PRODUCT (OR, IF THE PRODUCT IS PROVIDED TO YOU AS A HOSTED SERVICE, A REFUND
OF THE PREPAID SERVICE FEES FOR THE REMAINDER OF THE SUBSCRIPTION PERIOD OF
THE PRODUCT). SUCH REQUEST MUST BE COMPLETED WITHIN THIRTY (30) DAYS OF
DELIVERY OF THE PRODUCT TO YOU. UNLESS OTHERWISE SPECIFIED IN THIS EULA, IVITECHNOLOGIES, INC. IS THE LICENSOR OF THE PRODUCT. THE LICENSOR MAY BE
REFERRED TO HEREIN AS “Licensor”, “we”, “us”, or “our”. IF YOU ARE AGREEING TO THISEULA ON BEHALF OF YOURSELF IN YOUR INDIVIDUAL CAPACITY, THEN YOU ARE THE
LICENSEE AND YOU MAY BE REFERRED TO HEREIN AS “Licensee”, “you”, or “your”. IF YOU
ARE AGREEING TO THIS EULA ON BEHALF OF YOUR COMPANY, THEN YOUR COMPANY IS
THE LICENSEE AND ANY REFERENCES TO “Licensee”, “ you”, or “your” WILL MEAN YOUR
COMPANY. This EULA includes the following sections: 1. 1. GENERAL TERMS AND
CONDITIONS – these terms apply to all Products; 2. 2.A. TERMS FOR ON-PREMISE
PRODUCTS – these terms apply to Products that you or Permitted Third Parties install on
computers; 3. 2.B. TERMS FOR HOSTED SERVICES – these terms apply to Products that we
host; 4. 3. PRODUCT FAMILY SPECIFIC TERMS – these terms apply to all Products that arepart of the family of Products referenced in this section; and 5. 4. PRODUCT SPECIFICTERMS – these terms apply to specific Products referenced in this section.
1. GENERAL TERMS AND CONDITIONS
1.1. Definitions.
1.1.1. “Affiliate” means any legal entity that directly or indirectly controls, is controlled by, or isunder common control with you or us. For the purposes of this definition, “control” meansownership, directly or indirectly, of more than fifty percent (50%) of the voting shares or other
equity interest in an entity.
1.1.2. “Applicable Laws” means national, federal, state, and local laws, rules, and regulations
including, without limitation, those laws and regulations relating to data privacy and security ineach applicable jurisdiction.
1.1.3. “Authorized Reseller” means a third party who is not our Affiliate and who is authorized by
us or our Affiliate to resell the Product.
1.1.4. “Authorized User” means you, your employee or a third-party consultant or agent that you
authorize to use the Product for your benefit in accordance with section 1.2.3 (Third Party Use).
1.1.5. “Documentation” means any technical instructions or materials describing the operationof the Product made available to you (electronically or otherwise) by us for use with the Product,
expressly excluding any user blogs, reviews or forums.

1.1.6. “Hosted Services” means computer software program(s), content and related services
provided by us on a software-as-a-service basis through computers we or our Affiliates or our
respective contractors (including cloud infrastructure suppliers) control.
1.1.7. “Intellectual Property Rights” means any and all current and future (a) rights associatedwith works of authorship, including copyrights, mask work rights, and moral rights; (b)trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial
property rights; (e) layout design rights, design rights, and other proprietary rights of every kindand nature other than trademarks, service marks, trade dress, and similar rights; and (f)registrations, applications, renewals, extensions, or reissues of any of (a) to (e) , in each case, inany jurisdiction throughout the world.
1.1.8. “On-Premise Product(s)” means computer software program(s) provided to you to
download, install and use on computer(s) controlled directly or indirectly by you.
1.1.9. “Order” means a written or electronic order document entered into between you and us(or our Affiliate or an Authorized Reseller) for the Product. Unless an Order says something
different, each Order will be governed by the terms of this EULA and include the name of the
Product being licensed and any usage limitations, applicable fees, and any other details related
to the transaction.
1.1.10. “Our Technology” means any software, code, tools, libraries, scripts, application
programming interfaces, templates, algorithms, data science recipes (including any sourcecode for data science recipes and any modifications to such source code), data science
workflows, user interfaces, links, proprietary methods and systems, know-how, trade secrets,techniques, designs, inventions, and other tangible or intangible technical material, information
and works of authorship underlying or otherwise used to make available the Product, including,
without limitation, all Intellectual Property Rights therein and thereto.
1.1.11. “Permitted Third Party” has the meaning given in section 1.2.3 (Third Party Use).
1.1.12. “Product” means the On-Premise Product(s) or Hosted Services, as applicable,
identified in an Order, and any Updates.
1.1.13. “Update” means any update, enhancement, error correction, modification or new
release to the Product that we make available to you.
1.2. General License Terms, Restrictions and Order of Precedence.
1.2.1. General License Terms. The Product is licensed, not sold, to you by us under the terms ofthis EULA and the Order. The scope of license granted by us to you for the Product is set out insection 3 (Product Family Specific Terms) and section 4 (Product Specific Terms).
1.2.2. Authorized Users. Anything your Authorized Users do or fail to do will be considered youract or omission, and you accept full responsibility for any such act or omission to the extent you
would be liable if it were your act or omission.
1.2.3. Third Party Use. You may allow your agents, contractors and outsourcing service providers(each a “Permitted Third Party”) to use the Product(s) licensed to you hereunder solely for yourbenefit in accordance with the terms of this EULA and you are responsible for any such
Permitted Third Party’s compliance with this EULA in such use. Any breach by any Permitted
Third Party of the terms of this EULA will be considered your breach.

1.2.4. Restrictions. Except as otherwise expressly permitted in this EULA, you will not (and will
not allow any of your Affiliates or any third party to):* (a) copy, modify, adapt, translate, or otherwise create derivative works of the Product,
Documentation, or any software, services, or other technology of third party vendor(s) or
hosting provider(s) that we or our Affiliate engage;* (b) disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or
attempt in any manner to reconstruct or discover the source code or underlying structure,ideas, or algorithms of the Product except as expressly permitted by law in effect in thejurisdiction in which you are located;* (c) rent, lease, sell, distribute, pledge, assign, sublicense or otherwise transfer or encumber
rights to the Product;* (d) make the Product available on a timesharing or service bureau basis or otherwise allow any
third party to use or access the Product;* (e) remove or modify any proprietary notices, legends, or labels on the Product orDocumentation;* (f) use or access the Product in a manner that: (i) violates any Applicable Laws; (ii) violates therights of any third party; (iii) purports to subject us or our Affiliates to any other obligations; (iv)
could be fraudulent; or (v) is not permitted under this EULA;* (g) use the Product to develop, test, support or market products that are competitive with
and/or provide similar functionality to the Product; or* (h) permit your Affiliates to access or use the Product unless specifically authorized elsewherein this EULA or the Order.
1.2.5. Limitations on Evaluation or Trial Licenses. If the Product is licensed to you on an
evaluation or trial basis, then you may use the Product only for such purposes until the earlierof: (a) the end of the evaluation period, if any, specified in the Order, this EULA or otherwise
communicated by us to you at the time of delivery; or (b) the start date of a paid for license to
the Product; or (c) termination in accordance with the terms of this EULA. You may not extend
the evaluation period by uninstalling and re-installing the Product(s) or by any other meansother than our written consent. You must not use the Product in a production environment. You
will be required to pay for a license for the Product at our then applicable license price if you
continue to use the Product, whether in a production or non-production environment, after theevaluation license expires or terminates, and the terms and conditions of the EULA in effect atthat time will apply to your continued use of the Product. A Product licensed to you on an
evaluation or trial basis may be subject to one or more usage limits specified in section 3(Product Family Specific Terms), section 4 (Product Specific Terms), the Order or otherwise
communicated at the time of delivery (including posting of such limits at the location where you
download the Product for evaluation). We may, at our sole discretion, decide whether to offer
any maintenance and support for the Product during the evaluation period, and to include any
conditions or limits on such maintenance and support. You may not circumvent any technicallimitations included in the Product licensed to you on an evaluation or trial basis.
1.2.6. Redistribution. If the Order or section 3 (Product Family Specific Terms) or section 4(Product Specific Terms) grants you the express right to redistribute or offer access to all or aportion of the Product (“Redistributables”), then, in conjunction with any such grant, you mustcomply with any limitations or requirements specified in the Order, section 3 (Product FamilySpecific Terms) or section 4 (Product Specific Terms), as applicable, and you must distribute oroffer access to the Redistributables subject to a license agreement or terms of use between you
and each third party receiving or accessing the Redistributables (“your customer”) that: (a)protects our interests consistent with the terms contained in this EULA, (b) prohibits yourcustomer from any further distribution of the Redistributables (unless expressly permitted
pursuant to section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms)), (c)includes a limitation of damages clause that, to the maximum extent permitted by applicablelaw, disclaims on behalf of us, our Affiliates or our or their respective licensors, suppliers or
Authorized Resellers, liability for any and all damages, whether direct, special, incidental orconsequential damages, (d) contains terms substantially similar to those in subparts (a)through (g) of section 1.2.4 (Restrictions), section 1.5.1 (Export Compliance) and section 1.5.2(U.S. Government Customers), and (e) includes a notice substantially similar to section 1.2.7(Third Party Notices).
1.2.7. Third Party Notices. The Product may contain or be accompanied by certain third-party
components which are subject to additional restrictions. These components, are identified in,and subject to, special license terms and conditions which, in the case of On-Premise
Product(s), are set out in the “readme.txt” file, the “notices.txt” file, or the “Third Party Software”
file accompanying the Product or portions thereof, and in the case of Hosted Services, are set
out in the third-party license agreement or notices that comes with the third-party component
or is otherwise provided on the web page on which such third-party component is madeavailable (“Special Notices”). The Special Notices include important licensing and warranty
information and disclaimers. Unless otherwise expressly stated for a given third-party
component, all such third-party components may be used solely in connection with the use of
the Product subject to and in accordance with the terms and conditions of this EULA and theSpecial Notices. In the event of conflict between the Special Notices and the other portions of
this EULA, the Special Notices will take precedence (but solely with respect to the third-party
component(s) to which the Special Notice relates).
1.2.8. Order of Precedence between EULA and Order. If there is any conflict between the terms
and conditions in the Order and the terms and conditions of this EULA, or if the Order changes
any of the terms of this EULA, the terms and conditions of the Order will apply, except if theOrder is between you and an Authorized Reseller, or the Order is issued/generated by you. In thecase where the Order is between you and an Authorized Reseller, the terms of the Order will
apply subject to the following: (a) any terms and conditions in the Order imposing obligations on
the Authorized Reseller that are in addition to or different from the obligations we have to you
pursuant to this EULA will be born solely by the Authorized Reseller and our obligations to you
and limits on our liability will be governed solely by the terms and conditions of this EULA and(b) any terms and conditions that conflict with or would otherwise alter any of the following
under this EULA will have no effect unless expressly agreed to in a written instrument executedby us: our ownership rights, yours and our confidentiality obligations, your export complianceobligations, limitations on your rights as a U.S. Government customer (if applicable), our audit
rights, restrictions on your right to assign or governing law and jurisdiction. In cases where theOrder is issued/generated by you, the terms and conditions of Section 1.18.2. of this EULA,
governing a purchase order or other document you supply in connection with this EULA, shallapply to such Order.

1.2.9. Order of Precedence within EULA. If there is any conflict among the terms and conditionsof this EULA, or if a section changes the terms of another section within this EULA, the order ofprecedence will be as follows: first, section 4 (Product Specific Terms) (if any); second, section
3 (Product Family Specific Terms) (if any); third, section 2.A (Terms for On-Premise Products)
and/or section 2.B (Terms for Hosted Services), as applicable; and fourth and finally, section 1(General Terms and Conditions).
1.3. License Types.
1.3.1. Overview of License Types. The license type for the Product will, unless otherwise
specified in this EULA, be one of the following license types: perpetual, term or subscription.
This will be confirmed in the Order or will be the default license type listed in section 3 (Product
Family Specific Terms) or section 4 (Product Specific Terms).
1.3.2. Perpetual License Type. Your license to use the Product will continue in perpetuity unlessearlier terminated in accordance with the terms of this EULA.
1.3.3. Term License Type. Your license to use the Product will continue until the expiration of theterm identified in the Order unless earlier terminated in accordance with the terms of this EULA.
If we continue to make the Product generally available to our customers, you may purchase a
new term license for the Product from us or our Authorized Reseller.
1.3.4. Subscription License Type. Your license to use the Product will continue until the
expiration of the subscription period identified in the Order unless earlier terminated inaccordance with the terms of this EULA. The procedure for renewing your license to the Productis set out in section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms). If
you upgrade your subscription to the Product, the upgrade will take effect immediately and you
will be charged and must pay the applicable fee, and the term of your then-current subscription
period may be extended, as described at the time you upgrade. You may not downgrade asubscription to the Product.
1.4. Our Business Principles. We will apply the principles set out in our Code of Conduct andBusiness Ethics (published on our website at https://www.stylusstudio.com/code-of-conductand-ethics.html) in our performance under this EULA.
1.5. Export Compliance and U.S. Government Customers.
1.5.1. Export Compliance. Export laws and regulations of the United States and any otherrelevant local export laws and regulations apply to the Products. You agree that such export
control laws, including, without limitation, the U.S. Export Administration Act and its associatedregulations, govern your use of the Product (including technical data), and you agree to comply
with all such export laws and regulations (including “deemed export” and “deemed re-export”
regulations). You agree that no data, information and/or Product (or direct product thereof) will
be exported, directly or indirectly, in violation of these laws, or will be used for any purpose
prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons
proliferation, or development of missile technology.
1.5.2. U.S. Government Customers. If the Product is being acquired by or on behalf of the U.S.
Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the
U.S. Government’s rights in the Product will be only as set out herein. The Product andDocumentation are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of“commercial computer software” and “commercial software documentation” as such terms areused in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through227.7202-4, all U.S. Government end users acquire the Product and such Documentation with
only those rights set out herein.
1.6. IP Ownership and Feedback.
1.6.1. IP Ownership. The Product, Our Technology, Documentation, and all other current or
future intellectual property developed by us or our Affiliates, and all worldwide Intellectual
Property Rights in each of the foregoing and all Updates, upgrades, enhancements, newversions, releases, corrections, and other modifications thereto and derivative works thereof,
are the exclusive property of us or our Affiliates or our or their licensors or suppliers. Except for
the rights and licenses expressly granted herein, all such rights are reserved by us and ourAffiliates and our or their licensors and suppliers. All title and Intellectual Property Rights in andto the content that may be accessed through use of the Product is the property of the respective
content owner and may be protected by applicable copyright or other intellectual property laws
and treaties. This EULA grants you no rights to use such content.
1.6.2. Feedback. If you provide us any ideas, thoughts, criticisms, suggested improvements orother feedback related to Our Technology (collectively “Feedback”) you own the Feedback andyou grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use,
reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale,make, have made and otherwise exploit the Feedback in any form, media, or technology,
whether now known or hereafter developed, and to allow others to do the same without
restriction or obligation of any kind, on account of confidential information, intellectual property
rights or otherwise, and may incorporate into our products or services any service, product,
technology, enhancement, documentation or other development (“Improvement”)
incorporating or derived from any Feedback with no obligation to license or to make available
the Improvement to you or any other person or entity. This is true whether you provide theFeedback through use of the Product or through any other method of communication with us,
unless we have entered into a separate agreement with you that provides otherwise.
1.7. Maintenance.
1.7.1. Our Maintenance and Support Policies. If we offer and you purchase maintenance andsupport for the Product, then it will be provided in accordance with our then current
maintenance and support policies for the applicable Product in effect at the time of purchase.
You may access our maintenance and support policies by clicking on the applicable Productfamily link located at https://www.stylusstudio.com/supportnow-services-terms-andconditions.html.
1.7.2. Maintenance and Support for Perpetual or Term License Types. For Perpetual and Term
License Types, unless otherwise expressly stated by us in the Order, first year annual
maintenance and support (if offered by us) is required for the Product and starts on the date theProduct is delivered. Thereafter, you may choose to purchase annual maintenance and support(if offered by us). If you do not purchase renewal maintenance and support services for a
Product, then you will not receive any maintenance and support services for that Product andwill have no entitlement to any benefits of maintenance and support services including, bug
fixes, patches, upgrades, enhancements, new releases or technical support. If you want toreinstate lapsed maintenance and support services on a Product, and we offer reinstatement toour customers, then you may re-instate maintenance and support services by paying the then-current fee, plus a reinstatement fee for the lapsed maintenance and support period in
accordance with our maintenance and support reinstatement policies then in effect.
1.7.3. Maintenance and Support for Subscription License Type. If the license type for the
Product licensed to you is the subscription license type, then maintenance and support (ifoffered by us) is included in the subscription fees for each subscription period.
1.8. Fees and Taxes.
1.8.1. Payment Terms and Taxes. All fees payable to us are payable in the currency specified in
the Order, or if no currency is specified, in United States Dollars, are due within 30 days from theinvoice date and, except as otherwise expressly specified herein, are non-cancellable and nonrefundable. We may charge you interest at a rate of 1.5% per month (or the highest rate
permitted by law, if less) on all overdue payments. You agree to pay any sales, value-added orother similar taxes imposed by applicable law that we must pay on such fees, except those
based on our income. Invoices may be issued by our Affiliate. If you and we agree that you will
pay by credit card, you will provide us with valid and updated credit card information and you
authorize us to store such information and bill such credit card for all fees applicable: (a) at thetime that you order the Product and (b) at the time of any renewal or upgrade.
1.8.2. Fees for Renewal Subscription Licenses. If the license type for the Product licensed toyou is the Subscription License Type then each renewal subscription will be calculated at thethen-current price offered for the Product at the time of renewal.
1.8.3. Fees for Renewal Maintenance Terms. If the license type for the Product licensed to you is
a Perpetual license or Term license, then, unless otherwise specified in the Order or in section 3(Product Family Specific Terms) or section 4 (Product-Specific Terms), the fee for an optional
annual renewal maintenance and support term for the Product will be calculated based on theannual rate applicable for the initial maintenance and support term or immediately preceding
renewal maintenance and support term, whichever is applicable, plus a rate increase, if
applicable, calculated at the lesser of any standard price increase or CPI (or equivalent index)
after applying any increases as a consequence of our Lifetime Support policy, if applicable.
1.8.4. Orders between You and Our Authorized Reseller. Notwithstanding the above terms ofthis section 1.8 (Fees and Taxes), if you purchased your license to the Product and/or
maintenance and support from an Authorized Reseller, then the fees will be set out in the Orderbetween you and the Authorized Reseller. The Authorized Reseller may be responsible for billing
and/or collecting payment from you and if so, the billing and collection terms agreed to between
you and the Authorized Reseller may differ from the terms set out in this section 1.8 (Fees andTaxes).
1.8.5. No Reliance on Future Availability of any Product or Update. You agree that you have notrelied on the future availability of any Product or Updates in your purchasing decision or inentering into the payment obligations in your Order.
1.9. Warranties.
1.9.1. Authority. Each party represents and warrants that it has the legal power and authority toenter into this EULA.
1.9.2. Product Compliance with Documentation. We warrant to you that, for six (6) months fromdelivery (in the case of an On-Premise Product) or for the duration of the license (in the case of a

Hosted Service), the Product will comply with the applicable Documentation in all material
respects. Your exclusive remedy, and our sole liability, with respect to any breach of thiswarranty will be for us to use commercially reasonable efforts to promptly correct the noncompliance (provided that you notify us in writing within the warranty period and allow us areasonable cure period). If we, at our discretion, reasonably determine that correction is not
economically or technically feasible, we may terminate your license to the Product and provide
you a full refund of the fees paid to us with respect to the Product (in the case of an On-Premise
Product) or a refund of the prepaid fees for the unused portion of the license period (in the caseof a Hosted Service). Delivery of additional copies of, or Updates to, the Product will not restartor otherwise affect the warranty period.
1.9.3. Warranty Exclusions. The warranty specified in section 1.9.2 (Product Compliance with
Documentation) does not cover any Product provided on an unpaid evaluation or trial basis, ordefects to the Product due to accident, abuse, service, alteration, modification or improper
installation or configuration by you, your Affiliates, your or their personnel or any third party notengaged by us.
1.9.4. Warranty Disclaimers. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THISSECTION 1.9 OR THE ADDITIONAL WARRANTIES (IF ANY) EXPRESSLY STATED IN SECTION 3(PRODUCT FAMILY SPECIFIC TERMS) OR SECTION 4 (PRODUCT SPECIFIC TERMS), THE
PRODUCT, DOCUMENTATION AND OUR TECHNOLOGY ARE PROVIDED “AS IS”, WITH ALL
FAULTS, AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NONINFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION,
AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE,OR USAGE OF TRADE. TO THE EXTENT THAT WE MAY NOT AS A MATTER OF APPLICABLE LAWDISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL
BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
1.10. Indemnification.
1.10.1. Our Indemnification Obligation.
1.10.1.1. Intellectual Property Infringement. We will defend you, and your officers, directors,
employees, and agents from and against any and all third party claims, lawsuits, andproceedings alleging that your use of the Product, in accordance with the terms and conditionsof this EULA, constitutes a direct infringement or misappropriation of such third party’s patent,
copyright or trade secret rights (the “IP Claim”), and we will indemnify you for damages finallyawarded against you by a court of competent jurisdiction with respect to the IP Claim.
1.10.1.2. Exceptions. We will not indemnify you to the extent that the alleged infringement or
misappropriation results from (a) use of the Product in combination with any other software oritem not supplied by us; (b) failure to promptly implement an Update provided by us pursuant to1.10.1.3 (Our Options); (c) modification of the Product not made or provided by us; or (d) use of
the Product in a manner not permitted by this EULA. We also will not indemnify you if we notify
you of our decision to terminate this EULA, and the license to the Product granted hereunder, in
accordance with section 1.10.1.3 (Our Options) and you have not ceased all use of the Productwithin thirty (30) days of such notification.
1.10.1.3. Our Options. If a final injunction is, or we reasonably believe that it could be, obtained
against your use of the Product, or if in our opinion the Product is likely to become the subject ofa successful claim of infringement, we may, at our option and expense, (a) replace or modify the
Product so that it becomes non-infringing (provided that the functionality is substantiallyequivalent), (b) obtain for you a license to continue to use the Product, or (c) if neither (a) nor (b)are reasonably practicable, terminate this EULA on thirty (30) days’ notice and, if the Productwas licensed to you on a Perpetual License or Term License basis, refund to you the license fee
paid to us for the Product less an amount for depreciation determined on a straight-line five year
(or actual term if shorter) depreciation basis with a commencement date as of the date ofdelivery of the Product, or if the Product was licensed to you on a Subscription License basis,
refund to you the unused portion of the fees paid in advance to us for the then-current
subscription period for the Product. THE INDEMNIFICATION PROVISIONS SET OUT IN THISSECTION 1.10.1 STATE OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITHRESPECT TO ANY INFRINGEMENT OR ALLEGED INFRINGEMENT BY US OF ANY INTELLECTUAL
PROPERTY RIGHTS OR PROPRIETARY RIGHTS IN RESPECT OF THE PRODUCT OR ITS USE.
1.10.2. Your Indemnification Obligation.
1.10.2.1. Indemnification for Third Party-Claims. To the extent permitted by applicable law, youwill defend us and our Affiliates, and our and their respective officers, directors, employees, andagents from and against any and all third party claims, lawsuits, and proceedings that arise or
result from (a) your breach of this EULA, (b) your use, distribution and/or licensing of theRedistributables, if applicable, except to the extent it arises from an IP Claim covered under
section 1.10.1 above, or (c) your failure or alleged failure to comply with Applicable Laws or any
violation of a third party’s rights in connection with your use of the Product (each a “Third-Party
Claim” and collectively “Third-Party Claims”) and you will indemnify for damages finallyawarded by a court of competent jurisdiction with respect to any Third-Party Claim.
1.10.3. Control of the Defense or Settlement. For any indemnification obligation covered in
section 1.10.1,“Indemnifying Party” means us, “Indemnified Party” means you, and “Claim”
means an IP Claim. For any indemnification obligation covered in section 1.10.2, “Indemnifying
Party” means you, “Indemnified Party” means us, and “ Claim” means a Third-Party Claim. The
Indemnified Party must provide the Indemnifying Party with prompt written notice of a Claim;
however, the Indemnified Party’s failure to provide or delay in providing such notice will notrelieve the Indemnifying Party of its obligations under this section except to the extent theIndemnifying Party is prejudiced by the Indemnified Party’s failure or delay. The Indemnified
Party will give the Indemnifying Party full control of the defense and settlement of the Claim as
long as such settlement does not include a financial obligation on or admission of liability by
the Indemnified Party. If the Indemnified Party does not do so, then the Indemnified Party waives
the Indemnifying Party’s indemnification obligations under section 1.10.1 or 1.10.2, asapplicable. The Indemnified Party will reasonably cooperate in the defense of the Claim andmay appear, at its own expense, through counsel reasonably acceptable to the Indemnifying
Party.
1.11. Confidentiality.
1.11.1. Confidentiality Obligations. Except as otherwise provided herein, each party agrees toretain in confidence all information and know-how transmitted or disclosed to the other that thedisclosing party has identified as being proprietary and/or confidential or should reasonably beunderstood to be confidential given the nature of the information and the circumstances
surrounding its disclosure, and agrees to make no use of such information and know-how
except under the terms of this EULA. However, neither party will have an obligation to maintainthe confidentiality of information that (a) it received rightfully from a third party without anobligation to maintain such information in confidence; (b) was known to the receiving party prior
to its disclosure by the disclosing party; (c) is or becomes a matter of public knowledge throughno fault of the receiving party; or (d) is independently developed by the receiving party without
use of the confidential information of the disclosing party. Further, either party may disclose
confidential information of the other party as required by governmental or judicial order,
provided such party gives the other party prompt written notice prior to such disclosure (unlesssuch prior notice is not permitted by applicable law) and complies with any protective order (orequivalent) imposed on such disclosure. You will treat any source code for the Product as ourconfidential information and will not disclose, disseminate or distribute such materials to any
third party without our prior written permission. Each party’s obligations under this section 1.11
will apply during the term of this EULA and for five (5) years following termination of this EULA,
provided, however, that (i) obligations with respect to source code will survive forever and (ii)trade secrets will be maintained as such until they fall into the public domain.
1.11.2. Product Benchmark Results. You acknowledge that any benchmark results pertaining to
the Product are our confidential information and may not be disclosed or published without ourprior written consent. This provision applies regardless of whether the benchmark tests are
conducted by you or us.
1.11.3. Remedies for Breach of Confidentiality Obligations . Each party acknowledges that in
the event of a breach or threat of breach of this section 1.11, money damages will not beadequate. Therefore, in addition to any other legal or equitable remedies, the non-breaching
party will be entitled to seek injunctive or similar equitable relief against such breach or threatof breach without proof of actual injury and without posting of a bond.
1.12. Data Collection and Personal Data.
1.12.1. Data Collection through use of the Product. THE PRODUCT MAY INCLUDE FEATURE(S)
THAT (A) GATHER PRODUCT ACTIVATION, USAGE AND/OR ENVIRONMENT INFORMATION, (B)IDENTIFY TRENDS AND/OR BUGS, (C) COLLECT USAGE STATISTICS, AND/OR (D) TRACK OTHERDATA RELATED TO YOUR USE OF THE PRODUCT, AS FURTHER DESCRIBED IN THE CURRENTVERSION OF OUR PRIVACY POLICY AVAILABLE AT https://www.stylusstudio.com/privacypolicy.html. BY YOUR ACCEPTANCE OF THE TERMS OF THIS EULA AND/OR USE OF THE
PRODUCT, YOU AUTHORIZE THE COLLECTION, USE AND DISCLOSURE OF THIS DATA FOR THE
PURPOSES PROVIDED FOR IN THIS EULA AND/OR THE PRIVACY POLICY.
1.12.2. Additional Data Collection Terms. Depending on the Product licensed to you, this EULA
may contain additional data collection terms in section 3 (Product Family Specific Terms) or
section 4 (Product Specific Terms) and/or, if we are hosting the Product, in section 2.B (Terms for
Hosted Services).
1.12.3. Your Personal Data. If you determine that you will be supplying us with your Personal
Data for us to process on your behalf, in the provision of maintenance and support services or
hosting services (if the Product licensed to you is a Hosted Service) or during the course of any
audits we conduct pursuant to section 1.14 (Audit), you may submit a written request
at privacy@IVITechnologies.com with an attached mutual Data Processing Addendum and wewill enter into such Data Processing Addendum with you. To the extent there is any conflict
between this EULA and such Data Processing Addendum, the Data Processing Addendum will
prevail with respect to our handling and processing of your Personal Data.

1.13. Limitation of Liability and Disclaimer of Certain Types of Damages.
1.13.1. Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS SETOUT IN THIS EULA OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS PURSUANTTO SECTION 1.11 (CONFIDENTIALITY), OR YOUR MATERIAL VIOLATION OF OUR INTELLECTUAL
PROPERTY RIGHTS OR OF THE LICENSE RESTRICTIONS SET OUT IN THIS EULA, TO THE EXTENTPERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S LIABILITY FOR ALL
COSTS, DAMAGES, AND EXPENSES ARISING OUT OF OR RELATED TO THIS EULA WHETHERBASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE AT LAW EXCEED, IN THE AGGREGATE, THE FEES PAID TO US FOR THE PRODUCTAND/OR SERVICE THAT IS THE SUBJECT OF THE CLAIM, PROVIDED, HOWEVER, THAT IF THE
FEES PAID FOR SUCH PRODUCT AND/OR SERVICE ARE PAID ON A RECURRING BASIS, THEN
THE NOT TO EXCEED LIMIT WILL BE THE FEES PAID TO US FOR THE PRODUCT AND/ORSERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE
CLAIM AROSE. OUR AFFILIATES AND LICENSORS, AND THE SUPPLIERS TO US, OUR AFFILIATES
OR LICENSORS, WILL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HAVE NO LIABILITY TO
YOU OR TO ANY OTHER PERSON OR ENTITY FOR DAMAGES, DIRECT OR OTHERWISE, ARISINGOUT OF THIS EULA, INCLUDING, WITHOUT LIMITATION, DAMAGES IN CONNECTION WITH THE
PERFORMANCE OR OPERATION OF OUR PRODUCTS OR OUR PERFORMANCE OF SERVICES.
1.13.2 Disclaimer of Certain Types of Damages. EXCEPT FOR A PARTY’S INDEMNIFICATIONOBLIGATIONS SET OUT IN THIS EULA OR YOUR MATERIAL VIOLATION OF OUR INTELLECTUAL
PROPERTY RIGHTS OR THE LICENSE RESTRICTIONS SET OUT IN THIS EULA, TO THE EXTENTPERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES OR ITS
LICENSORS OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT,CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR TORT DAMAGES ARISING IN CONNECTION WITH
THIS EULA OR EITHER PARTY’S PERFORMANCE UNDER THIS EULA OR THE PERFORMANCE OF
OUR PRODUCTS, OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF
OPPORTUNITY, LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF BUSINESS,EVEN IF THE PARTY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF THEIR RESPECTIVE SUPPLIERSHAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
1.14. Audit. We may install and use automated license tracking, management and/or
enforcement solutions with the Product, which you may not disrupt or alter. You will maintainrecords in connection with this EULA and the use of the Product and any Updates and/or
services provided hereunder. Such records will include at a minimum the number of licenses
purchased and being used by you. At our expense and with reasonable written notice to you, weor a third party appointed by us may audit the records, and if necessary and as applicable, thesystems on which the Product or any Update is installed for the sole purpose of ensuring
compliance with the terms of this EULA. We will have the right to conduct audits as necessary.
These audits may be conducted on site at a location where you have installed the Product,
remotely from our offices, or a combination of both, if applicable to the Product. On-site audits
will be conducted during regular business hours, and neither on-site nor remote audits willinterfere unreasonably with your business operations. You agree to share with us copies of allrecords referenced herein, as well as Product log files and other information reasonably
requested by us promptly following such request, but in no event more than five (5) businessdays following receipt of our written request (or such longer period, if applicable, that we
specify in the written request). We will treat all such information obtained or accessed by us
during the audit as confidential information pursuant to section 1.11 (Confidentiality) for use byus only as necessary to ensure compliance with and enforcement of the terms of this EULA. If
any audit reveals that you have underpaid license, maintenance and support or subscription
fees, you will be invoiced for all such underpaid fees based on our list price in effect at the time
the audit is completed. If the underpaid fees exceed five percent (5%) of the fees previously paidby you, then you will also pay our reasonable costs of conducting the audit and enforcement of
this EULA.
1.15. Termination.
1.15.1. Termination for Breach. We may terminate this EULA by written notice at any time if you
do not comply with any of your obligations under this EULA and fail to cure such failure to oursatisfaction within thirty (30) days after such notice. This remedy will not be exclusive and will
be in addition to any other remedies which we may have under this EULA or otherwise.
1.15.2. Effect of Termination. Upon expiration of your license term to the Product (if applicable)or earlier termination of this EULA, your license to access and/or use the Product and/or
distribute the Redistributables (if applicable) will terminate. You must immediately cease use of
the Product and destroy all copies of the Product in your possession (and required any
Permitted Third Parties to do the same). Any licenses you have granted to the Redistributables inaccordance with the terms and conditions of this EULA will, unless otherwise specified in
section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms), survive
termination of this EULA.
1.15.3. Survival. Any provisions of this EULA containing licensing restrictions, warranties andwarranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms,
audits rights, and any term of this EULA which, by its nature, is intended to survive termination
or expiration, will remain in effect following any termination or expiration if this EULA, as will
your obligation to pay any fees accrued and owing to us as of termination or expiration.
1.16. Assignment. You may not, without our prior written consent, assign or novate this EULA,
any of your rights or obligations under this EULA, or the Products or any of our Confidential
Information, in whole or in part, by operation of law, sale of assets, merger or otherwise, to any
other party, including any parent, subsidiary or affiliated entity. Your Change of Control will
constitute an assignment for purposes of the preceding sentence. A “Change of Control” will
include, but not be limited to, any merger, consolidation, amalgamation, reorganization or sale,transfer or exchange of the capital stock or equity interests of you in a transaction or series oftransactions which results in the holders of your capital stock or equity interests holding lessthan 50% of the outstanding capital stock or equity interests immediately following suchtransaction(s).
1.17. Choice of Law. This EULA is governed by the laws of the Florida, U.S.A., without regard to
the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved
by a good-faith discussion between the parties, then it will be submitted for resolution to a stateor federal court in Miami, Florida, USA, and the parties hereby irrevocably and unconditionallyagree to submit to the exclusive jurisdiction and venue of such court. The Uniform Computer
Information Transactions Act and the United Nations Convention on the International Sale ofGoods will not apply to this EULA.
1.18. Miscellaneous.

1.18.1. Notices. Notices of termination, material breach, your insolvency or an indemnifiableclaim (“Legal Notices ”) must be clearly identified as Legal Notices and sent via overnight
courier or certified mail with proof of delivery to the following addresses: For us: 4390 SW 73rd
Ave, Miami, FL 33155, Attention: General Counsel. For you: your address set out in the Order.
Legal Notices sent in accordance with the above will be effective upon the second business day
after mailing. Either party may change its address for receipt of notices upon written notice tothe other party.
1.18.2. Entire Agreement. This EULA, and any terms expressly incorporated herein by reference,
will constitute the entire agreement between you and us with respect to the subject matter ofthis EULA and supersedes all prior and contemporaneous communications, oral or written,
signed or unsigned, regarding such subject matter. Use of any purchase order or otherdocument you supply in connection with this EULA will be for administrative convenience only
and all terms and conditions stated therein will be void and of no effect. Except as otherwise
expressly contemplated in this EULA, this EULA may not be modified or amended other than inwriting signed by you and us.
1.18.3. Severability. If any provision of this EULA is terminated or held by a court of competentjurisdiction to be invalid, illegal, or unenforceable, the remainder of this EULA will remain in fullforce and effect.
1.18.4. Waiver. Failure or delay in exercising any right, power, privilege or remedy hereunder will
not constitute a waiver thereof. A waiver of default will not operate as a waiver of any otherdefault or of the same type of default on future occasions.
1.18.5. English Language. This EULA has been drawn up in English at the express wish of theparties. Le présent contrat a été rédigé en anglais à la demande expresse des parties.
1.18.6. Force Majeure. Neither you nor we will be liable for any delay or failure to take any action
required under this EULA (except for payment) due to any cause beyond the reasonable controlof you or us, as the case may be, including, but not limited to unavailability or shortages oflabour, materials, or equipment, failure or delay in the delivery of vendors and suppliers anddelays in transportation.
1.18.7. Our Use of Our Affiliates. We may, at our discretion, engage one or more of our Affiliates
in the fulfilment of our obligations, including, our obligations for delivery of the Product to you
and/or the provision of any maintenance and support services.
2.A. TERMS FOR ON-PREMISE PRODUCTS
2.A.1. Delivery. Unless otherwise specified by us, On-Premise Product(s) will be provided to you
via electronic delivery, and delivery is deemed complete when the On-Premise Product(s) is/are
made available at the electronic software download site specified by us and you are e-mailed orotherwise provided with any necessary instructions, password and/or license keys required for
you to be able to access, download and install the On-Premise Product(s). If we provide the OnPremise Product(s) on physical media, shipping terms will be FOB shipping point.
2.A.2. Updates. Each Update to an On-Premise Product replaces part or all of the On-Premise
Product (or earlier Update) previously licensed to you (“Replaced Product”) and will terminate
such previously licensed Replaced Product to the extent replaced by the Update; provided,
however, that you may continue to operate the Replaced Product for up to ninety (90) days fromdelivery of the Update to allow you to complete your implementation of the Update. You mustcease all use of the Replaced Product at the end of the ninety (90) day period. Each Update will
be subject to the terms and conditions of this EULA, except that (i) to the extent the Update
contains new or updated Special Notices, your use of any third party components shall be
subject to section 1.2.7 of this EULA and the Special Notices accompanying the Update; and,(ii) to the extent section(s) 3 and/or 4 of the license agreement accompanying the Update
contain(s) additional or conflicting terms and conditions related to new Products, components,
features and/or functionality contained in the Update, or related to additions or modifications to
the license definitions, license model or use restrictions, then your use of the Update will be
subject to this EULA, as altered by such additional or conflicting terms and conditions ofsection(s) 3 and/or 4 of the license agreement accompanying the Update which must be
accepted by you at the time you download or install the Update. If you do not agree to such
additional or conflicting terms and conditions, do not download or install the Update.
2.A.3. Cloud Environment. You may upload the On-Premise Product(s) licensed to you pursuant
to this EULA onto a cloud instance supplied by a third party, provided that the operation of theOn-Premise Product(s) in the cloud instance complies with all license model restrictions andusage limitations applicable to the On-Premise Product(s). You may also allow the third party to
upload, install, operate and/or use the On-Premise Products on the cloud instance, provided
that the third party’s access to and use of the On-Premise Products is solely for your benefit inaccordance with the terms of this EULA. The third party will be considered a Permitted Third
Party, and you will be responsible for the Permitted Third Party’s compliance with this EULA in
accordance with section 1.2.3 (Third Party Use).
2.B. TERMS FOR HOSTED SERVICES
THIS SECTION IS NOT APPLICABLE
3. PRODUCT FAMILY SPECIFIC TERMS
This section specifies terms and conditions that are applicable to the following On-Premise
Products, as made generally available by us to our customers: all IVI Technologies, Inc. Stylus
Studio, XML Converters, XQuery, XML Pipeline Server
Default License Type for each of the above-referenced On-Premise Products: Perpetual3.1. Product Family Definitions.
Any defined term used in this section 3 (Product Family Specific Terms) but not defined herein
will have the meaning ascribed to it in section 1 (General Terms and Conditions) or section 2(Terms for On-Premise Products).
3.1.1. “Client Device” means any input technology that allows you to access the Product,
including but not limited to a workstation, a personal computer, a PDA device, a cellular phone,a tablet, a laptop or other device that is operated by an individual.
3.1.2. “Container” means a software package that relies on virtual isolation to deploy and run
on the same Server multiple Product instances, components of the Product, or the applications
utilizing the Product, while accessing a shared operating system kernel.
3.1.3. “Core” means a core processor of a CPU as allocated by you made up of an independent
processor combined onto a single integrated circuit or silicon chip, in both a virtualized and/or
non-virtualized environment, and regardless of whether used in a production or non-production(e.g., test, development) environment.

3.1.4. “CPU” means a central processing unit, also known as a processor or microprocessor. It
can contain multiple cores in both virtualized and/or non-virtualized environments.
3.1.5. “Disaster” means any unplanned event or condition that renders you unable to use anapplication or database for its intended computer processing and related purposes.
3.1.6. “Named User” means a single individual, Non-Human Operated Device or Process.
3.1.7. “Non-Human Operated Device” means a device that is not operated by an individual
including, but not limited to, a temperature device, a production line bar code scanner, or a
tracking device.
3.1.8. “Platform” means a specific combination of the hardware and the operating system, achange to either would constitute a platform change.
3.1.9. “Process” means any automated process that is not initiated by a Client Device or a NonHuman Operated Device and includes, without limitation, automated controls and backgroundjobs.
3.1.10. “Server” means a logical computer (can be a physical hardware or a virtual machine)with one or more CPUs on which the Product resides, along with the applications utilizing the
Product, and which can be accessed by other computers. If the Product is installed on a
Container, such Container is treated as a separate Server.
3.1.11. “Site” means a single building or campus of buildings sharing the same postal address.
3.1.12. “Use Case” means a description in the Order of one or more limitation(s) on the way the
Product may be used by you. Such limitation(s) may include, but are not limited to, use of the
Product only for a specific project, application, line of business, purpose of use or group ofusers.
3.2. License Grant. Subject to the terms and conditions contained in this EULA, including all
Orders and License Addenda (as defined below), we grant to you a non-exclusive, nontransferable, limited, personal license (without the right to sublicense) to use the Productidentified in the Order. We also grant you a non-exclusive, non-transferable, limited, personal
license (without the right to sublicense) to use the Documentation. The license model
applicable to the Product license granted to you will be identified in the Order and described in
section 3.4 (Product Family License Models) or section 4.2 (Product-Specific License Models).
3.3. Product Family Applicable License Restrictions. The following license restrictions apply in
addition to those set forth in section 1.2.4 (Restrictions):
3.3.1. Internal Use; No Affiliate Use. Your use of the Product and Documentation is limited tointernal use within your company. The Product and Documentation may not be used by yourAffiliates unless specifically authorized in the Order. Use will be in accordance with this EULA
and any additional terms, if any, set out in any Order or additional agreement executed by us
and you in connection with this EULA which specifically states the terms thereof will be inaddition to or in lieu of any of the terms set out in this EULA (each a “License Addendum” andcollectively, the “ License Addenda”).
3.3.2. No Use by Others. Except as otherwise expressly permitted in this EULA, you may notallow the Product to be accessed, used or possessed by another party. For these purposes, theterm “use” will include, without limitation, direct or indirect use via thin-client or web-based

remote access software which but for the use thereof would have required a copy of the Productto be installed or used locally by that user.
3.3.3. No Time Sharing or Similar Services. You will have no right to use the Product to provide
outsourced services, or facility management services or to act as or operate a service bureau orprovide information, data processing, subscription or hosting services for another party.
3.4. Product Family License Models. This section specifies license models that may be
applicable to one or more Products. Note that not all license models are available for all
Products.
3.4.1. CPU License. A CPU License grants you the right to run the Product, or an application
which can access the Product, on a single CPU, on a single Server and on a single Platform,
where such CPU contains only one Core. If the CPU contains more than one Core, then you
must either purchase a Core License for the Product or, if no Core License model is available for
the Product, then each Core in the CPU will count as one (1) CPU. Additional CPU License(s) are
required for each CPU on a Server that runs the Product, including, without limitation, Servers
configured for disaster recovery, load balancing, clustering, development, testing and reporting.
A CPU License may not be transferred from one Server or Platform to another.
3.4.2. Named User/Seat License. A Named User or Seat License grants you the right todesignate a Named User to access and use the Product or access and use an application which
can access the Product. You must be able to identify and count each Named User. A Named
User License is a multi-server license in that it is not limited by Core, CPU or Server count, but
the Product must be used on a single Platform. A Named User may not be designatedconcurrently on different computers or devices or shared by multiple users. A Named User does
not have to be logged on to the Product to be counted as a Named User. A Named User Licensedesignation may be transferred from one Named User to another provided that the original
Named User no longer requires and is no longer permitted access to the Product. The foregoingtransfer right will not affect the assignment prohibition set forth in section 1.16 (NoAssignment). All Named Users must be bound to the terms and conditions of this EULA.
3.4.3. Server/Machine License. A Server or Machine License grants you the right to install anduse the Product, or an application which can access the Product, on a single Server and on asingle Platform. Additional Server or Machine License(s) are required for each Server that runs
the Product including, without limitation, Servers configured for disaster recovery, loadbalancing, clustering, development, testing and reporting. A Server or Machine License may not
be transferred from one Server or Platform to another.
3.4.4. Site License. A Site License grants you the right to install and use the Product, or an
application which can access the Product, in any Server at a single Site and on any device(wherein the device can be a Client Device, a Non-Human Operated Device or a Process)operated by users who share the same principal place of business as the Site location,
regardless of whether the Product, or an application which can access the Product is used in a
virtualized and/or non-virtualized environment.
3.4.5. Application Specific License. If the Order lists a specific application authorized for use
with the Product, or if you obtained the Product in conjunction with a software application
provided by a third party, the Product is licensed for use only with that application. Use with anyother application/product is strictly prohibited. You will also be subject to the license terms of
the appropriate license model for the Product (e.g., CPU License, Core License, Named

User/Seat License, etc.) designated in the Order. In no event do we make any representations or
warranties, express, implied or arising by custom or trade usage, regarding a third party’s
application and assume no liability or responsibility for such application.
3.4.6. Developer License. A Developer License limits your access to and use of the Product tointernal application development and support purposes only. If the license is for components of
the Product only, then this right is limited to those components. You will also be subject to thelicense terms of the appropriate license model for the Product (e.g., CPU License, Core License,
Server/Machine License, etc.) designated in the Order. A Developer License may not betransferred.
3.4.7. Disaster Recovery License. A Disaster Recovery License will only be used by you for thesole purpose of application recovery in the event a system fails or crashes or the Product or
database files become corrupt. In that case, a Disaster Recovery License grants you the right touse the Product for a period not to exceed ninety (90) days (“D/R Deployment Period”). You will
notify us in writing within five (5) business days of the commencement of the D/R Deployment
Period. You will also be subject to the same quantity limits and license terms of the appropriate
license model for the Product (e.g., CPU License, Core License, Server/Machine License, etc.)
designated in the Order. A Disaster Recovery License may be transferred from one Server or
CPU to another with prior notice to us so long as such change is permitted by the underlying
license model. No Disaster Recovery License is required for a switch from a primary Server to asecondary Server so long as the primary Server is permanently disabled. However, a Disaster
Recovery License is required for any other temporary reassignment between the primary Server
and any other Server. The foregoing transfer right will not affect the assignment prohibition set
forth in section 1.16 (No Assignment).
3.4.8. Evaluation License. An Evaluation License grants you the right to use the Product solely
for evaluation, demonstration, prototyping, testing and/or proof of concept purposes inaccordance with the terms set forth in section 1.2.5 (Limitations on Evaluation or Trial
Licenses), and not in conjunction with the development or deployment of any software
application. No commercial product development work is authorized. YOU UNDERSTAND AND
ACKNOWLEDGE THAT THE PRODUCT LICENSED TO YOU PURSUANT TO AN EVALUATION
LICENSE CONTAINS A DISABLING DEVICE THAT WILL AUTOMATICALLY DISABLE THE PRODUCTFIFTEEN (15) DAYS FROM INSTALLATION OR AT THE END OF SUCH LONGER OR SHORTERPERIOD OF TIME AS MAY BE SPECIFIED IN AN ORDER OR AGREED BY YOU AND US IN WRITING.
3.4.9. Testing and Staging License. A Testing and Staging License grants you the right to use theProduct for internal quality assurance testing purposes only and you may not deploy the
Product in a production environment. You will also be subject to the license terms of theappropriate license model for the Product (e.g., CPU License, Core License, Server/Machine
License, etc.) designated in the Order. A Testing and Staging License may not be transferred.
3.5. General Usage Limitations
3.5.1. Templates, Samples and/or Accelerators.
3.5.1.1. No Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA,INCLUDING WITHOUT LIMITATION ANYTHING TO THE CONTRARY IN SECTION 1.9(WARRANTIES), ANY TEMPLATES, SAMPLES OR ACCELERATORS THAT ARE LOCATED IN THE
PRODUCT AND DESCRIBED IN THE DOCUMENTATION AS A SAMPLE, TEMPLATE ORACCELERATOR, ARE PROVIDED SOLELY ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY

KIND. WE MAKE NO WARRANTIES WITH RESPECT TO SUCH TEMPLATES, SAMPLES AND/OR
ACCELERATORS, EXPRESS, IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, AND
SPECIFICALLY MAKE NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE.
3.5.1.2. No Maintenance and Support. Any maintenance and support services offered by us for
the Product will not include maintenance and support for the above-mentioned templates,
samples or accelerators, as may be configured by you for your own implementation. You will besolely responsible for the use and configuration of said templates, samples and/or accelerators.
3.5.1.3. Ownership of Templates, Samples and/or Accelerators. We retain all ownership rights inand to the above-mentioned templates, samples and/or accelerators, and any modifications
thereto or derivatives thereof, in accordance with section 1.6.1 (IP Ownership).
3.5.2. Optional Components. The Product licensed and delivered to you may include on the
media or in the electronically delivered files, as applicable, components, features or other
Products for which a separate license purchase and license key(s) or control code(s) are
required. You are permitted to use only the Product(s) and/or components thereof for which you
have ordered and received a valid license key or control code.
3.5.3. Use Case and/or User Group Restrictions. If the Order indicates that the Product may be
used for specific Use Case(s) or by specific user group(s), the Product may only be used for the
Use Case(s) and/or by the user group(s) listed in the Order.
3.5.4. Products Available via a Container Method. If we offer a download option for the Productin a container image then the Product will be provided in a container image that may also
contain third party product(s) as identified in the Special Notices accompanying the Product,and subject to the additional licensing terms referenced in the Special Notices.
Notwithstanding anything to the contrary in this EULA, we make no representations or
warranties and assume no indemnification obligations in regard to such third party product(s),its/their operation or its/their security. User modifications to the version of the third party
product(s) provided by us in the container image, even if permitted under the applicable licensereferenced in the Special Notices, may result in errors or instability in performance of the
Product which are not covered by us under warranty or maintenance terms. You are responsible
for obtaining, at your own expense, any required licenses from the supplier of the container
technology to deploy the container image that contains the Product and the above-referenced
third-party products and any such deployment of the Product must comply with the terms andconditions of this EULA.
3.5.5. Technical Preview Features. Product(s) may include features that are identified as a
“Technical Preview”, and if included, such features are documented in the Documentation suchas the Product Releases Notes. We are not obligated to provide any maintenance, technical orother support for the Technical Preview features, but may, from time to time, provide technicalsupport and/or Updates to the Technical Preview features at our sole discretion. All such
Updates will be subject to the terms and conditions of this EULA, including, without limitation,
the terms and conditions set forth in this section. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN SECTION 1.9 (WARRANTIES), TECHNICAL PREVIEW FEATURES, ANY UPDATESTHERETO AND ANY RELATED TECHNICAL SUPPORT SERVICES ARE PROVIDED “AS IS”
WITHOUT WARRANTY OF ANY KIND. WE MAKE NO WARRANTIES WITH RESPECT TO THETECHNICAL PREVIEW FEATURES, ANY UPDATES THERETO, OR ANY RELATED TECHNICALSUPPORT SERVICES, WHETHER EXPRESS, IMPLIED, OR ARISING BY CUSTOM OR TRADE
USAGE, AND SPECIFICALLY MAKE NO WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY
PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.
<p>4. PRODUCT-SPECIFIC TERMS
This section specifies terms and conditions that are applicable to Products included in the
IVI Technologies, Inc. product lines.
4.1. Product Specific Definitions. Any defined term used in this section 4 (Product-SpecificTerms) but not defined herein will have the meaning ascribed to it in section 1 (General
Terms and Conditions), section 2 (Terms for On-Premise Products) or section 3 (Product
Family Specific Terms).
4.2. Product Specific License Models. This section specifies license models that may be
applicable to one or more Products in the IVI Technologies, Inc. Note that not all licensemodels are available for all Products.
4.2.1. Authorized User License. If the Product is licensed on an Authorized User basis, thenthe Product may be used on a single computing machine which may be accessed by the
number of Authorized Users specified in the Order. In no event shall the number of persons
authorized to have access to the Product exceed the number of Authorized Users identified
in the Order. The right to use the Product is not based on concurrent users, but instead onan actual “Authorized User” basis. You must, upon request by IVI Technologies, identify
each Authorized User who will have access to the Product and provide that information to
IVI Technologies.
4.2.2. Concurrent User License. If the Product is licensed on a Concurrent User basis, thenthe Product may be installed and used on multiple machines for access by multiple users
provided that at any given time the maximum number of Concurrent Users accessing or
using the Product may not exceed the number of Concurrent Users identified in the Order.
A “Concurrent User” is a single individual making use of or accessing the Product under aConcurrent User License model and will be deemed a “Concurrent User” at all times while
such use or access is occurring.
4.2.3. Core License. If the Product is licensed on a Core basis, then you may run the
Product on a single Core, on a single Server. The total number of Cores on the Server may
not exceed the total number licensed to you. Additional Core License(s) are required foreach Core of a Server on which the Product runs, including, without limitation, Servers
configured for disaster recovery, load balancing, clustering, development, testing andreporting.
4.2.4. Virtualized Environment. The terms of this section apply only to Products licensed
under a Core license model. Notwithstanding anything in the EULA to the contrary, you
may install and use the Product(s) in a virtual machine environment, provided however,that you must not allow more than the number of applicable licensed Cores to be allocatedto each Product via the virtual machine technology. The applicable licensed Cores will be
the number of Cores that you are licensed to install and use each Product as specified in
the Order. Any allocation of any portion of a Core's processing ability to the Product will
constitute one Core toward the virtual machine environment licensed hereunder. You will
be responsible for allocating the Cores to the Product(s) in a manner to ensure compliancewith this restriction. Use of the Product(s) in any configuration or environment (including,
without limitation, dynamic virtualization where additional Cores could be allocated to the
Product(s) at peak load times) that at any time exceeds the restrictions set forth above isstrictly prohibited, and requires the purchase of additional licenses.
4.2.5. Workstation License. If the Product is licensed on a Workstation basis, eachWorkstation using or accessing the Product must be licensed. A “Workstation” is defined
as a computer that is operated, either attended or via remote access, by one person at atime, and cannot be used by more than one person, directly or indirectly, simultaneously.
In no event will the number of workstations utilizing or accessing the Product exceed thenumber of Workstations identified in the Order.
4.2.6. Evaluation License Term. Notwithstanding anything to the contrary in section 3.4.8(Evaluation License), the default license term for any evaluation license granted to you for
the Product(s) pursuant to this EULA will be fifteen (15) days.
4.2.7. Term and Subscription Licenses. If the Order specifies that your license to the
Product(s) is a term or subscription license, then, unless otherwise specified in the Order,
your license to the Products will not auto renew and the term of this EULA and your license
to the Product(s) hereunder will expire on the expiration date stated in the Order unlesssooner terminated in accordance with the terms of this EULA. For the duration of the Termor Subscription license (as applicable) you will be further subject to the license terms of
the appropriate license model for the Product (e.g., CPU, Core, Server/Machine, etc.)
designated in the Order. Upon completion of the term or subscription (as applicable) the
Product(s) may automatically timeout or cease to function. Upon completion of the term orsubscription (as applicable), all of your license rights in and to the Products will terminate
and you must satisfy the requirements in section 1.15.2 (Effect of Termination).
4.3. Product-Specific Usage Limitations.
4.3.1. Runtime License Checker. The Products may include code to verify that you have notexceeded the license keys issued by us (the “Runtime License Checker”) and in the eventthat the Runtime License Checker determines that you have exceeded your license theProducts may cease to operate.
4.3.2. Operating Systems or Platforms. If the Order specifies that your license to the
Product(s) is/are limited to a specific Operating System (“OS”) or Platform, then the
Product(s) is/are licensed with the additional restriction that it be used solely in
conjunction with the specified OS or Platform. Use with any other OS or Platform is strictly
prohibited.
4.3.3. Intentionally Left Blank.
4.3.4. Stylus Studio Products. If the Product licensed to you is a Stylus Studio product thefollowing requirements apply:
4.3.4.1. If the Product is Stylus Studio, Stylus Studio XML Enterprise Suite, or Stylus Studio
XML Professional Suite then the Product is licensed on either:(a) a named user basis meaning specific individuals are authorized to access the Productand the total number of named users may not exceed the total number licensed by you; or(b) a Concurrent User basis meaning the quantity of Concurrent Users (as defined above)
identified in the Order for the Product must equal the maximum number of users
concurrently using or accessing the Product at any given time in accordance with theConcurrent User license model described above.
Stylus Studio, Stylus Studio XML Enterprise Suite and Stylus Studio XML Professional Suiteare subject to the additional restriction that it may be used by you solely for development
and testing of software applications, and not in conjunction with the deployment of such
software applications.
4.3.4.2. If the Product is Stylus Studio XML Home Edition, then the Product is licensed on asingle named user basis for personal use only. The Stylus Studio XML Home Edition is
subject to the additional restriction that it not be used in conjunction with any commercial
or for-profit transactions. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION
1.9 (WARRANTIES), AND EXCEPT AS PROHIBITED BY APPLICABLE LAW, STYLUS STUDIOXML HOME EDITION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE MAKE
NO WARRANTIES WITH RESPECT TO THE STYLUS STUDIO XML HOME EDITION, EXPRESS,IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, AND SPECIFICALLY MAKE NO
WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE ORNONINFRINGEMENT. You have the sole responsibility for adequate protection and back-up
of all data use in connection with the product.
4.3.4.3. Notwithstanding anything to the contrary in section 3.4.8 (Evaluation License), if
the Product is an evaluation version of Stylus Studio, then the Product is licensed on asingle named user basis and is subject to the additional restriction that it be used by you
solely for evaluation of software applications, and not in conjunction with thedevelopment or deployment of such software applications. You must purchase a license
for Stylus Studio for the development and testing of software applications. Evaluation
includes the use of Products in performance benchmarking. We update the Productregularly and benchmarking data for the Product is subject to change. Benchmark tests onprior versions of the Product may yield results that are not reflective of the performance ofthe current version of the Product. The most current version of the Product is availableat www.stylusstudio.com . YOU UNDERSTAND AND ACKNOWLEDGE THAT THE
EVALUATION VERSION OF STYLUS STUDIO CONTAINS A DISABLING DEVICE THAT WILLAUTOMATICALLY DISABLE THE PRODUCT FIFTEEN (15) DAYS FROM INSTALLATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 1.9 (WARRANTIES), THE
EVALUATION VERSION OF STYLUS STUDIO IS PROVIDED “AS IS” WITHOUT WARRANTY OF
ANY KIND. WE MAKE NO WARRANTIES WITH RESPECT TO THE EVALUATION VERSION OFSTYLUS STUDIO, EXPRESS, IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, AND
SPECIFICALLY MAKE NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY
PARTICULAR PURPOSE OR NONINFRINGEMENT.
4.3.4.4. If you ordered or obtained the Product license from an Authorized Reseller, then, in
addition to the terms and conditions of this EULA, your use of the Product may be subject
to additional scope of license terms and conditions (if any) specified in the Order between
you and the Authorized Reseller, including, without limitation, a restriction that you limit
your use of the Product to use solely in conjunction with the Authorized Reseller’s software
product(s) licensed by the Authorized Reseller to you. In the event of conflict between theterms and conditions specified in the Order between you and the Authorized Reseller andthe terms of this EULA, the order of precedence will be as set forth in section 1.2.8 (Orderof Precedence between EULA and Order).
4.3.4.5. The Product may contain programs that perform automated collection of systemdata and transmit said data to equipment owned by us or under our control in order to (i)register your activation of the Product, (ii) perform automated updating services for the
Product, and/or (iii) validate whether you are entitled to use the Product. System datacollected through such programs may be used by us for the purpose of providing you withremote system services and/or for the purpose of enforcing the terms and conditions of
this EULA.
4.3.4.6. Notwithstanding anything to the contrary in this EULA, maintenance and support
for Stylus Studio products is only available online via the Stylus Studio Developer Network(SSDN).