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 DESTROY OR
RETURN ALL COPIES OF THE PRODUCT. ONCE YOU HAVE DONE THIS, YOU MAY REQUESTFROM 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, PROGRESS SOFTWARECORPORATION IS THE LICENSOR OF THE PRODUCT. THE LICENSOR MAY BE REFERRED TO
HEREIN AS “Licensor”, “we”, “us”, or “our”. IF YOU ARE AGREEING TO THIS EULA 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. GENERAL TERMS AND CONDITIONS – these terms apply to all Products;
2.A. TERMS FOR ON-PREMISE PRODUCTS – these terms apply to Products that you or Permitted
Third Parties install on computers;
2.B. TERMS FOR HOSTED SERVICES – these terms apply to Products that we host;
3. PRODUCT FAMILY SPECIFIC TERMS – these terms apply to all Products that are part of thefamily of Products referenced in this section; and4. PRODUCT SPECIFIC TERMS – these terms apply to specific Products referenced in thissection.

1. GENERAL TERMS AND CONDITIONS•

1.1. Definitions.
o1.1.1. “Affiliate” means any legal entity that directly or indirectly controls, iscontrolled by, or is under common control with you or us. For the purposes ofthis definition, “control” means ownership, directly or indirectly, of more thanfifty percent (50%) of the voting shares or other equity interest in an entity.

o1.1.2. “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 in each applicable jurisdiction.

o1.1.3. “Authorized Reseller” means a third party who is not our Affiliate and who
is authorized by us or our Affiliate to resell the Product.

o1.1.4. “Authorized User” means you, your employee or a third-party consultant
or agent that you authorize to use the Product for your benefit in accordancewith section 1.2.3 (Third Party Use).

o1.1.5. “Documentation” means any technical instructions or materials
describing the operation of the Product made available to you (electronically orotherwise) by us for use with the Product, expressly excluding any user blogs,
reviews or forums.

o1.1.6. “Hosted Services” means computer software program(s), content andrelated services provided by us on a software-as-a-service basis throughcomputers we or our Affiliates or our respective contractors (including cloudinfrastructure suppliers) control.

o1.1.7. “Intellectual Property Rights” means any and all current and future (a)rights associated with works of authorship, including copyrights, mask work
rights, and moral rights; (b) trademark or service mark rights; (c) trade secretrights; (d) patents, patent rights, and industrial property rights; (e) layout design
rights, design rights, and other proprietary rights of every kind and nature otherthan 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, in any jurisdiction throughout the world.

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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.

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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 theterms of this EULA and include the name of the Product being licensed and any
usage limitations, applicable fees, and any other details related to thetransaction.

o1.1.10. “Our Technology” means any software, code, tools, libraries, scripts,
application programming interfaces, templates, algorithms, data science
recipes (including any source code 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 makeavailable the Product, including, without limitation, all Intellectual Property
Rights therein and thereto.

o1.1.11. “Permitted Third Party” has the meaning given in section 1.2.3 (Third
Party Use).

o1.1.12. “Product” means the On-Premise Product(s) or Hosted Services, asapplicable, identified in an Order, and any Updates.

o1.1.13. “Update” means any update, enhancement, error correction,
modification or new release to the Product that we make available to you.

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1.2. General License Terms, Restrictions and Order of Precedence.
o1.2.1. General License Terms. The Product is licensed, not sold, to you by us
under the terms of this EULA and the Order. The scope of license granted by us
to you for the Product is set out in section 3 (Product Family Specific Terms) andsection 4 (Product Specific Terms).

o1.2.2. Authorized Users. Anything your Authorized Users do or fail to do will beconsidered your act or omission, and you accept full responsibility for any suchact or omission to the extent you would be liable if it were your act or omission.

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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 your benefit in accordance with the terms ofthis 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 Partyof the terms of this EULA will be considered your breach.

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1.2.4. Restrictions. Except as otherwise expressly permitted in this EULA, youwill not (and will not allow any of your Affiliates or any third party to):o▪

(a) copy, modify, adapt, translate, or otherwise create derivative works of
the Product, Documentation, or any software, services, or othertechnology 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 ordiscover 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 otherwisetransfer 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 or Documentation;▪

(f) use or access the Product in a manner that: (i) violates any Applicable
Laws; (ii) violates the rights 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 arecompetitive with and/or provide similar functionality to the Product; or▪

(h) permit your Affiliates to access or use the Product unless specificallyauthorized elsewhere in this EULA or the Order.

1.2.5. Limitations on Evaluation or Trial Licenses. If the Product is licensed toyou on an evaluation or trial basis, then you may use the Product only for such

purposes until the earlier of: (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 ofdelivery; 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 theevaluation period by uninstalling and re-installing the Product(s) or by any othermeans other 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 Productat our then applicable license price if you continue to use the Product, whether
in a production or non-production environment, after the evaluation license
expires or terminates, and the terms and conditions of the EULA in effect at thattime 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 (ProductSpecific Terms), the Order or otherwise communicated at the time of delivery(including posting of such limits at the location where you download the Productfor evaluation). We may, at our sole discretion, decide whether to offer any
maintenance and support for the Product during the evaluation period, and toinclude any conditions or limits on such maintenance and support. You may not
circumvent any technical limitations included in the Product licensed to you on
an evaluation or trial basis.
o1.2.6. Redistribution. If the Order or section 3 (Product Family Specific Terms)
or section 4 (Product Specific Terms) grants you the express right to redistributeor offer access to all or a portion of the Product (“Redistributables”), then, in
conjunction with any such grant, you must comply with any limitations or
requirements specified in the Order, section 3 (Product Family Specific 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 ofuse between you and each third party receiving or accessing theRedistributables (“your customer”) that: (a) protects our interests consistent
with the terms contained in this EULA, (b) prohibits your customer from any
further distribution of the Redistributables (unless expressly permitted pursuant
to section 3 (Product Family Specific Terms) or section 4 (Product SpecificTerms)), (c) includes a limitation of damages clause that, to the maximum extent
permitted by applicable law, disclaims on behalf of us, our Affiliates or our or
their respective licensors, suppliers or Authorized Resellers, liability for any andall damages, whether direct, special, incidental or consequential damages, (d)contains terms substantially similar to those in subparts (a) through (g) ofsection 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 tosection 1.2.7 (Third Party Notices).

o1.2.7. Third Party Notices. The Product may contain or be accompanied bycertain third-party components which are subject to additional restrictions.
These components, are identified in, and subject to, special license terms andconditions 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” fileaccompanying 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 made available (“Special Notices”). The
Special Notices include important licensing and warranty information anddisclaimers. 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 andconditions of this EULA and the Special Notices. In the event of conflict between
the Special Notices and the other portions of this EULA, the Special Notices willtake precedence (but solely with respect to the third-party component(s) towhich the Special Notice relates).

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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 andconditions of the Order will apply, except if the Order is between you and an
Authorized Reseller, or the Order is issued/generated by you. In the case 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 ourliability 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 thefollowing under this EULA will have no effect unless expressly agreed to in a
written instrument executed by us: our ownership rights, yours and ourconfidentiality obligations, your export compliance obligations, 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 the Order 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, shall apply to such Order.

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1.2.9. Order of Precedence within EULA. If there is any conflict among theterms and conditions of this EULA, or if a section changes the terms of anothersection within this EULA, the order of precedence will be as follows: first,
section 4 (Product Specific Terms) (if any); second, section 3 (Product FamilySpecific 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 andfinally, section 1 (General Terms and Conditions).

1.3. License Types.
o1.3.1. Overview of License Types. The license type for the Product will, unlessotherwise 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 thedefault license type listed in section 3 (Product Family Specific Terms) or section
4 (Product Specific Terms).

o1.3.2. Perpetual License Type. Your license to use the Product will continue inperpetuity unless earlier terminated in accordance with the terms of this EULA.

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1.3.3. Term License Type. Your license to use the Product will continue until the
expiration of the term identified in the Order unless earlier terminated inaccordance with the terms of this EULA. If we continue to make the Productgenerally available to our customers, you may purchase a new term license for
the Product from us or our Authorized Reseller.

o1.3.4. Subscription License Type. Your license to use the Product will continue
until the expiration of the subscription period identified in the Order unlessearlier terminated in accordance with the terms of this EULA. The procedure forrenewing your license to the Product is set out in section 3 (Product FamilySpecific Terms) or section 4 (Product Specific Terms). If you upgrade yoursubscription 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 thencurrent subscription period may be extended, as described at the time you
upgrade. You may not downgrade a subscription to the Product.

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1.4. Our Business Principles. We will apply the principles set out in our Code of
Conduct and Business Ethics (published on our website at
http://investors.progress.com/governance.cfm) in our performance under this EULA.

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1.5. Export Compliance and U.S. Government Customers.

•o1.5.1. Export Compliance. Export laws and regulations of the United States andany other relevant 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 associated regulations, govern your use of the Product(including technical data), and you agree to comply with all such export laws andregulations (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.

o1.5.2. 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 and Documentation 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 through 227.7202-4, all U.S. Government end users acquire theProduct and such Documentation with only those rights set out herein.

1.6. IP Ownership and Feedback.
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1.6.1. IP Ownership. The Product, Our Technology, Documentation, and all othercurrent or future intellectual property developed by us or our Affiliates, and allworldwide Intellectual Property Rights in each of the foregoing and all Updates,
upgrades, enhancements, new versions, releases, corrections, and othermodifications 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 andlicenses 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 and to the content that may be accessed through use of the
Product is the property of the respective content owner and may be protected byapplicable copyright or other intellectual property laws and treaties. This EULA
grants you no rights to use such content.
o•1.6.2. Feedback. If you provide us any ideas, thoughts, criticisms, suggested
improvements or other feedback related to Our Technology (collectively“Feedback”) you own the Feedback and you grant to us a worldwide, royaltyfree, 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 ofconfidential 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 the Feedback through use of the Product or through anyother method of communication with us, unless we have entered into a separate
agreement with you that provides otherwise.

1.7. Maintenance.
o1.7.1. Our Maintenance and Support Policies. If we offer and you purchasemaintenance and support for the Product, then it will be provided in accordancewith our then current maintenance and support policies for the applicable
Product in effect at the time of purchase. You may access our maintenance andsupport policies by clicking on the applicable Product family link located athttps://www.progress.com/support.

o1.7.2. 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 the Product is delivered.
Thereafter, you may choose to purchase annual maintenance and support (ifoffered 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 and will have no entitlement to any benefits ofmaintenance and support services including, bug fixes, patches, upgrades,enhancements, new releases or technical support. If you want to reinstate
lapsed maintenance and support services on a Product, and we offer
reinstatement to our customers, then you may re-instate maintenance andsupport services by paying the then-current fee, plus a reinstatement fee for thelapsed maintenance and support period in accordance with our maintenanceand support reinstatement policies then in effect.

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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, thenmaintenance and support (if offered by us) is included in the subscription feesfor each subscription period.

1.8. Fees and Taxes.
o1.8.1. Payment Terms and Taxes. All fees payable to us are payable in thecurrency specified in the Order, or if no currency is specified, in United States
Dollars, are due within 30 days from the invoice date and, except as otherwise
expressly specified herein, are non-cancellable and non-refundable. We may
charge you interest at a rate of 1.5% per month (or the highest rate permitted bylaw, 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 andupdated credit card information and you authorize us to store such information
and bill such credit card for all fees applicable: (a) at the time that you order the
Product and (b) at the time of any renewal or upgrade.

o1.8.2. Fees for Renewal Subscription Licenses. If the license type for the
Product licensed to you is the Subscription License Type then each renewal
subscription will be calculated at the then-current price offered for the Productat the time of renewal.

o1.8.3. Fees for Renewal Maintenance Terms. If the license type for the Productlicensed 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 maintenanceand support term for the Product will be calculated based on the annual rateapplicable 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 priceincrease or CPI (or equivalent index) after applying any increases as aconsequence of our Lifetime Support policy, if applicable.

o1.8.4. Orders between You and Our Authorized Reseller. Notwithstanding theabove terms of this section 1.8 (Fees and Taxes), if you purchased your license to
the Product and/or maintenance and support from an Authorized Reseller, thenthe fees will be set out in the Order between 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 andthe Authorized Reseller may differ from the terms set out in this section 1.8(Fees and Taxes).

o1.8.5. No Reliance on Future Availability of any Product or Update. You agree thatyou have not relied on the future availability of any Product or Updates in yourpurchasing decision or in entering into the payment obligations in your Order.

1.9. Warranties.

•o1.9.1. Authority. Each party represents and warrants that it has the legal power
and authority to enter into this EULA.

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1.9.2. Product Compliance with Documentation. We warrant to you that, forsix (6) months from delivery (in the case of an On-Premise Product) or for theduration 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 this warranty 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 andallow us a reasonable 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) ora refund of the prepaid fees for the unused portion of the license period (in thecase of a Hosted Service). Delivery of additional copies of, or Updates to, theProduct will not restart or otherwise affect the warranty period.

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1.9.3. Warranty Exclusions. The warranty specified in section 1.9.2 (ProductCompliance with Documentation) does not cover any Product provided on an
unpaid evaluation or trial basis, or defects 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 not engaged byus.

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1.9.4. Warranty Disclaimers. EXCEPT FOR THE WARRANTIES EXPRESSLYSTATED IN THIS SECTION 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, DOCUMENTATIONAND 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 PARTICULARPURPOSE, 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 LAW DISCLAIM ANYIMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL
BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

1.10. Indemnification.
o1.10.1. Our Indemnification Obligation.
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1.10.1.1. Intellectual Property Infringement. We will defend you, andyour officers, directors, employees, and agents from and against any andall third party claims, lawsuits, and proceedings alleging that your use of
the Product, in accordance with the terms and conditions of 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 finally awarded against you by a court ofcompetent jurisdiction with respect to the IP Claim.

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1.10.1.2. Exceptions. We will not indemnify you to the extent that thealleged infringement or misappropriation results from (a) use of the
Product in combination with any other software or item not supplied byus; (b) failure to promptly implement an Update provided by us pursuant
to 1.10.1.3 (Our Options); (c) modification of the Product not made orprovided by us; or (d) use of the Product in a manner not permitted bythis 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 Product within thirty (30) days of such
notification.

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1.10.1.3. Our Options. If a final injunction is, or we reasonably believethat 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 claimof infringement, we may, at our option and expense, (a) replace or modify
the Product so that it becomes non-infringing (provided that thefunctionality is substantially equivalent), (b) obtain for you a license tocontinue 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
Product was licensed to you on a Perpetual License or Term Licensebasis, refund to you the license fee paid to us for the Product less anamount for depreciation determined on a straight-line five year (or actual
term if shorter) depreciation basis with a commencement date as of thedate of delivery 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 WITH RESPECT TO ANY INFRINGEMENT OR
ALLEGED INFRINGEMENT BY US OF ANY INTELLECTUAL PROPERTYRIGHTS OR PROPRIETARY RIGHTS IN RESPECT OF THE PRODUCT OR ITS
USE.

1.10.2. Your Indemnification Obligation.
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1.10.2.1. Indemnification for Third Party-Claims. To the extent
permitted by applicable law, you will defend us and our Affiliates, andour and their respective officers, directors, employees, and agents fromand against any and all third party claims, lawsuits, and proceedings thatarise or result from (a) your breach of this EULA, (b) your use, distribution
and/or licensing of the Redistributables, if applicable, except to theextent 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 finally awarded by a courtof competent jurisdiction with respect to any Third-Party Claim.
o•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 not relieve the Indemnifying Party of its
obligations under this section except to the extent the Indemnifying 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 theClaim as long as such settlement does not include a financial obligation on oradmission 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, as applicable. The
Indemnified Party will reasonably cooperate in the defense of the Claim and may
appear, at its own expense, through counsel reasonably acceptable to theIndemnifying Party.

1.11. Confidentiality.
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1.11.1. Confidentiality Obligations. Except as otherwise provided herein, eachparty agrees to retain in confidence all information and know-how transmitted ordisclosed to the other that the disclosing party has identified as being
proprietary and/or confidential or should reasonably be understood to be
confidential given the nature of the information and the circumstances
surrounding its disclosure, and agrees to make no use of such information andknow-how except under the terms of this EULA. However, neither party will havean obligation to maintain the confidentiality of information that (a) it received
rightfully from a third party without an obligation to maintain such information in
confidence; (b) was known to the receiving party prior to its disclosure by thedisclosing party; (c) is or becomes a matter of public knowledge through no faultof 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 bygovernmental or judicial order, provided such party gives the other party prompt
written notice prior to such disclosure (unless such prior notice is not permitted
by applicable law) and complies with any protective order (or equivalent)
imposed on such disclosure. You will treat any source code for the Product as
our confidential information and will not disclose, disseminate or distribute suchmaterials 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 forfive (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.

•

•

o

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 our prior written consent. This provision applies
regardless of whether the benchmark tests are conducted by you or us.

o

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 be adequate. Therefore, in addition to any otherlegal or equitable remedies, the non-breaching party will be entitled to seek
injunctive or similar equitable relief against such breach or threat of breach
without proof of actual injury and without posting of a bond.

1.12. Data Collection and Personal Data.
o1.12.1. Data Collection through use of the Product. THE PRODUCT MAY
INCLUDE FEATURE(S) THAT (A) GATHER PRODUCT ACTIVATION, USAGE AND/ORENVIRONMENT INFORMATION, (B) IDENTIFY TRENDS AND/OR BUGS, (C)
COLLECT USAGE STATISTICS, AND/OR (D) TRACK OTHER DATA RELATED TO
YOUR USE OF THE PRODUCT, AS FURTHER DESCRIBED IN THE CURRENTVERSION OF OUR PRIVACY POLICY AVAILABLE AT
https://www.progress.com/legal/privacy-policy . 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.

o

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).

o1.12.3. Your Personal Data. If you determine that you will be supplying us withyour Personal Data (as defined in the Data Processing Addendum referenced
below) for us to process on your behalf, in the provision of maintenance andsupport 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@progress.com for themutual execution of a Data Processing Addendum substantially in the form wemake available at https://www.progress.com/docs/default-source/progresssoftware/data-processing-addendum.pdf and we will 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.
o1.13.1. Limitation of Liability. Except for a party’s indemnification obligations
set OUT in this EULA OR A PARTY’S BREACH OF ITS CONFIDENTIALITYOBLIGATIONS PURSUANT TO SECTION 1.11 (CONFIDENTIALITY), or yourmaterial violation of our intellectual property rights or OF the license restrictions
set OUT in this EULA, to the extent permitted by applicable law, IN NO EVENTWILL EITHER PARTY’S LIABILITY FOR all costS, damageS, and expenses ARISINGOUt of or related to this EULA whether based upon warranty, contract, tort(including negligence), strict liability or otherwise at law exceed, in theaggregate, the fees paid TO US FOr the producT AND/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 PRECEDINGTHE DATE THE CLAIM AROSE. Our Affiliates and licensors, and the suppliers tous, 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 orotherwise, arising out of this EULA, including, without limitation, damages inconnection with the performance or operation of Our Products or our
performance of services.
o•1.13.2 Disclaimer of Certain Types of Damages. Except for a party’s
indemnification obligations set OUT in this EULA or your material violation of ourintellectual property rights or the license restrictions set OUT in this EULA, to theextent permitted 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 withthis 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 ofopportunity, 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 suppliers
have 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
maintain records 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 withreasonable written notice to you, we or a third party appointed by us may audit therecords, and if necessary and as applicable, the systems 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 ouroffices, 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 copiesof all records 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) business days 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 tosection 1.11 (Confidentiality) for use by us only as necessary to ensure compliance withand 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 paid by you, then you will
also pay our reasonable costs of conducting the audit and enforcement of this EULA.
•

1.15. Termination.
o1.15.1. Termination for Breach. We may terminate this EULA by written noticeat any time if you do not comply with any of your obligations under this EULA andfail to cure such failure to our satisfaction within thirty (30) days after such
notice. This remedy will not be exclusive and will be in addition to any otherremedies which we may have under this EULA or otherwise.

o1.15.2. Effect of Termination. Upon expiration of your license term to the
Product (if applicable) or earlier termination of this EULA, your license to accessand/or use the Product and/or distribute the Redistributables (if applicable) willterminate. 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 (ProductSpecific Terms), survive termination of this EULA.

o1.15.3. Survival. Any provisions of this EULA containing licensing restrictions,warranties and warranty disclaimers, confidentiality obligations, limitations ofliability 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 effectfollowing 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 ourConfidential 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 capitalstock or equity interests of you in a transaction or series of transactions which results in
the holders of your capital stock or equity interests holding less than 50% of theoutstanding capital stock or equity interests immediately following such transaction(s).

•1.17. Choice of Law. This EULA is governed by the laws of the Commonwealth of
Massachusetts, 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 state or federal court in Boston,
Massachusetts, USA, and the parties hereby irrevocably and unconditionally agree tosubmit to the exclusive jurisdiction and venue of such court. The Uniform Computer
Information Transactions Act and the United Nations Convention on the International
Sale of Goods will not apply to this EULA.

•

1.18. Miscellaneous.

o

1.18.1. Notices. Notices of termination, material breach, your insolvency or anindemnifiable claim (“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: 14 Oak Park Drive, Bedford, MA 01730,
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 ofnotices upon written notice to the other party.

o1.18.2. 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 of this EULA and supersedes all prior andcontemporaneous communications, oral or written, signed or unsigned,
regarding such subject matter. Use of any purchase order or other document 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 in writing signed by you and us.

o1.18.3. Severability. If any provision of this EULA is terminated or held by a courtof competent jurisdiction to be invalid, illegal, or unenforceable, the remainderof this EULA will remain in full force and effect.

o1.18.4. 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 other default or of the same type of default on futureoccasions.

o1.18.5. English Language. This EULA has been drawn up in English at theexpress wish of the parties. Le présent contrat a été rédigé en anglais à lademande expresse des parties.

o1.18.6. 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 control of you or us, as the case may be, including, but
not limited to unavailability or shortages of labour, materials, or equipment,
failure or delay in the delivery of vendors and suppliers and delays intransportation.

o

1.18.7. Our Use of Our Affiliates. We may, at our discretion, engage one or moreof our Affiliates in the fulfilment of our obligations, including, our obligations fordelivery of the Product to you and/or the provision of any maintenance andsupport 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 OnPremise Product(s) is/are made available at the electronic software download site
specified by us and you are e-mailed or otherwise 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 On-Premise
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 OnPremise 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 Productfor up to ninety (90) days from delivery of the Update to allow you to complete yourimplementation of the Update. You must cease all use of the Replaced Product at theend of the ninety (90) day period. Each Update will be subject to the terms andconditions 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 theextent 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 toadditions 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 orconflicting terms and conditions of section(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 andconditions, 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 theoperation of the On-Premise Product(s) in the cloud instance complies with all licensemodel restrictions and usage 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 theOn-Premise Products is solely for your benefit in accordance 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 accordancewith section 1.2.3 (Third Party Use).

2.B. TERMS FOR HOSTED SERVICES•

2.B.1. Definitions.
o2.B.1.1. “Access Credentials” means login information, passwords, security
protocols, and policies through which you or Authorized Users access and use
the Hosted Services.

o2.B.1.2. “Account” means the account through which you access the Hosted
Services or your Authorized Users access the Hosted Services for your benefit
and/or on your behalf.

o2.B.1.3. “Acceptable Use Policy” or “AUP” means our acceptable use policy
located at https://www.progress.com/legal/aup that specifies rules,
requirements and limitations concerning your use of the Hosted Services, andas may be updated by us from time to time.

•o

2.B.1.4. “Content” means all data and content, such as data files, written text,
keys, computer software, music, audio files or other sounds, photographs,
videos or other images that you or your Authorized Users upload to or processusing the Hosted Services.

o2.B.1.5. “Terms” means collectively: (a) this EULA, (b) the AUP, (c) the Terms of
Use for our website located at https://www.progress.com/legal/terms-of-use, as
updated by us from time to time, and (d) our Privacy Policy located athttps://www.progress.com/legal/privacy-policy, as updated by us from time totime.

2.B.2. Eligibility, Registration and Access Credentials.
o2.B.2.1. Eligibility. To be eligible to use the Hosted Services, you must meet thefollowing criteria and represent and warrant that you: (a) are 18 years of age orolder, (b) are not currently restricted from the Hosted Services, (c) are not acompetitor of ours or our Affiliates and are not using the Hosted Services forreasons that are in competition with us or our Affiliates, (d) have full power andauthority to enter into the Terms and in doing so will not violate any otheragreement to which you are a party, (e) will not violate any of our rights, includingIntellectual Property Rights, (f) will comply with the Terms as the same may beamended from time to time, and (g) agree to provide at your cost all equipment,
software and internet access necessary to use the Hosted Services.

o2.B.2.2. Registration. Except as otherwise specified in section 3 (Product FamilySpecific Terms) or section 4 (Product Specific Terms), this section specifies theterms applicable to your registration to use the Hosted Services. When you
register to use the Hosted Services, we will ask for your name, email address
and other related information. Assuming we don’t find the information you
provide to be of concern, we will create an Account for you. As part of theregistration process you (or we at your request) will create Access Credentials
for each of your Authorized Users.

o2.B.2.3. Access Credentials. Except as otherwise specified in section 3(Product Family Specific Terms) or section 4 (Product Specific Terms), thissection specifies the terms applicable to Access Credentials provided to you toaccess the Hosted Services. You are responsible for safeguarding the Access
Credentials. You agree to: (a) keep your Access Credentials secure andconfidential and not allow any of your Authorized Users to provide their Access
Credentials to anyone else; (b) not permit others to use your Account; and (c)refrain from using other users’ accounts. We rely on the Access Credentials as amethod to differentiate one user from another. If someone else is using yourAccess Credentials, we will assume they are you and we’ll give them access.
(Don’t forget, “you” includes your Authorized Users for whom you areresponsible). You will be responsible for all activity carried out under yourAccount using Access Credentials made available to you and anything that
happens through your Account, whether or not you have authorized suchactivities or actions, until you close your Account or prove that your Accountsecurity was compromised due to no fault of your own. If you know or suspectthat someone has gained access to Access Credentials made available to you,

you will immediately let us know. We will turn off the compromised Access
Credentials and issue new Access Credentials. We reserve the right to take any
action we deem necessary or reasonable to ensure the security of the Hosted
Services and your Account, including terminating your access or the access ofany of your Authorized Users, changing passwords, or requesting additional
information to authorize activities related to your Account. In no event and underno circumstances will we be held liable to you for any liabilities or damages
resulting from or arising out of (i) any action or inaction on our part under thisprovision, (ii) any compromise of the confidentiality of your Account, or (iii) any
unauthorized access to or use of your Account.
•

2.B.3. Content.
o

2.B.3.1. Your Responsibility for the Content and License Grant to Us. You areresponsible for any Content submitted and made available through the Hosted
Services. You will be entirely responsible for each Content item provided by youor your Authorized Users through the Hosted Services, and, as between you andus, you retain ownership and any intellectual property rights in such Content.
You will, at your own expense, obtain all third-party licenses, consents and/or
permissions that may be necessary or appropriate with respect to such Content
to enable each party to exercise its rights and perform its obligations under this
EULA. You grant us a world-wide, royalty free, fully paid up, transferable,
sublicenseable license to use, copy, host, store, disseminate, distribute, publicly
display, sublicense, post or publish such Content, but only to the extent
necessary for us to provide the Hosted Services. You agree that we may use ourthird-party contractors and service providers to exercise the licenses granted to
us in this section to perform services for or on our behalf. You agree that you will
have no rights against such third-party contractors or service providers inconnection with this EULA or your use of the Hosted Services hereunder. In
addition, you acknowledge that to protect your transmission of Content to the
Hosted Services, it is your responsibility to use a secure encrypted connection
to communicate with and/or utilize the Hosted Services.

o2.B.3.2. Your Warranties Regarding the Content. You represent and warrant
that the Content does not and will not violate the AUP.

o

2.B.3.3. Our Disclaimer Regarding the Content. We do not endorse any
Content or any opinion, recommendation, or advice expressed in any Content,
and we expressly disclaim any liability in connection with any Content. We do
not pre-screen Content, but we and our designees (including our Affiliates, third
party contractors and service providers) reserve the right (but not the obligation)in our or their sole discretion to access, review, and monitor the Content and torefuse, remove or delete any Content that is inappropriate or not in compliancewith this EULA and/or suspend or terminate your use of the Hosted Services at
any time, without prior notice and in our sole discretion. ANY USE OF CONTENTPROVIDED BY OTHERS, INCLUDING OTHER CUSTOMERS, IS ENTIRELY AT YOUROWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT ANY
CONTENT AVAILABLE ON OUR WEBSITE OR THROUGH THE HOSTED SERVICES,INCLUDING WITHOUT LIMITATION WITH RESPECT TO SUCH CONTENT’SQUALITY, ACCURACY, LEGALITY OR RELIABILITY.

••

2.B.4. Changes to the Hosted Services or EULA.
o

2.B.4.1. Changes to the Hosted Services. We reserve the right to add, modify or
discontinue any product, feature or service made available through the Hosted
Services. Any additions or modifications to the Hosted Services may be subject
to additional terms and conditions which will be included in section 3 (Product
Family Specific Terms) or section 4 (Product Specific Terms) of an updated
version of this EULA implemented in accordance with the terms of section
2.B.4.2 (Changes to the EULA).

o

2.B.4.2. Changes to the EULA. We may modify this EULA at any time by postinga revised version on our website at https://www.progress.com/legal. Modified
terms that relate to modifications or additions to the Hosted Services will beeffective at the time such modifications or additions to the Hosted Services are
made in accordance with section 2.B.4.1 (Changes to the Hosted Services).
Modified terms that are required by law will be effective immediately. All othermodified terms will be effective at the commencement of your renewal
subscription period occurring immediately following the posting of the revised
version of this EULA. If we post any revisions to this EULA after the date on which
you are required to notify us that you do not want to renew your subscription(pursuant to section 1.3.4 (Subscription License Type)) and you do not agreewith the terms and conditions of the revised EULA, you may notify us that you do
not want to renew your subscription at any time prior to the commencement of
your renewal subscription period. It is your responsibility to check our website
regularly for revisions to this EULA.

2.B.5. Data Backup and Limitations on Availability of Hosted Services.
o

2.B.5.1. Data Backup. We will follow our standard archival procedures forstorage of Content. In the event of any loss or corruption of Content, we will use
commercially reasonable efforts to restore the lost or corrupted Content fromthe latest backup of such Content maintained by us or our third-party service
provider in accordance with its archival procedures. We will not be responsible
for any loss, corruption, destruction, alteration, or unauthorized disclosure of oraccess to Content directly or indirectly arising from acts or omissions of you,your Authorized Users or a third party. OUR EFFORTS TO RESTORE LOST OR
CORRUPTED CONTENT PURSUANT TO THIS SECTION 2.B.5.1 WILL CONSTITUTEOUR SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT
OF ANY LOSS, CORRUPTION, DESTRUCTION, ALTERATION OR UNAUTHORIZEDDISCLOSURE OF OR ACCESS TO CONTENT.

o

2.B.5.2. Limitations on Availability of Hosted Services. The Hosted Services
may be inaccessible for reasons including maintenance updates, power
outages, internet delays, system failures, extended downtime and otherinterruptions. During such periods, you and your Authorized Users may beunable to access or use all or a portion of the Hosted Services and some or all of
the Content may be lost or corrupted (in which case, our sole obligation to you
will be to exercise commercially reasonable efforts to restore the Content inaccordance with section 2.B.5.1 (Data Backup)). Additionally, we mayimmediately suspend the Hosted Services if there is a reasonable threat to thetechnical security or technical integrity of the Hosted Services.
•

2.B.6. Use of Third Party Vendors; Transmission of Data. Progress may use third party
vendors to provide the infrastructure, hardware, software, networking, storage, andrelated technology required to operate and provide the Hosted Services (“Cloud
Infrastructure Environment”) and such third party vendors may be granted access toyour Content while performing services for us in accordance with the terms set out insection 2.B.3.1 (Your Responsibility for the Content and License Grant to Us). You agree
to abide by such third party vendors’ acceptable use policies which are provided orotherwise noticed to you and you shall have no rights against any such third party
vendors in connection with the Hosted Services.

•

2.B.7. Location of Cloud Infrastructure Environment and Personnel. Except asotherwise specified in section 3 (Product Family Specific Terms) or section 4 (ProductSpecific Terms), the Cloud Infrastructure Environment, or any portion thereof, and any ofour personnel or the personnel of our Affiliates or service providers with access to theContent under the license granted in section 2.B.3.1 (Your Responsibility for the Content
and License Grant to Us), may be located in the United States or any other country inwhich we or our Affiliates or service providers maintain facilities.

•

2.B.8. Information Use and Disclosure by Us. With respect to the Hosted Services, we
may access or disclose information about you, your Authorized Users, Account(s)and/or the content of your or your Authorized Users’ communications in order to (i)provide, operate, and improve the Hosted Services; (ii) comply with Applicable Laws or
respond to lawful requests or legal process; or (iii) protect our rights or property and/orthat of our customers, including the enforcement of our agreements or policies
governing the use of the Hosted Services. Personal data collected or otherwise
processed by us in the performance of services related to the Hosted Services may betransferred to, and stored and processed in, the United States or any other country inwhich we or our Affiliates or service providers maintain facilities. For more informationon our privacy practices read the privacy statement at
https://www.progress.com/legal/privacy-policy.

•

2.B.9. Links to Third-Party Sites. The Hosted Services may include links to third-party
sites. We do not control such sites and are not responsible for the content of any linked
site, any links contained in the linked site, or any changes or updates to such sites. We
are not responsible for any form of transmission received from any linked site. You
acknowledge and agree that we are not liable for any loss or damage which you may
incur as a result of the availability of third-party vendor resources or external sites.

•

2.B.10. Termination. In addition to any other termination rights we may have under this
EULA, unless otherwise prohibited by law, and without prejudice to our other rights orremedies, we may terminate this EULA and the licenses to the Hosted Services granted
to you hereunder immediately if: (i) we believe providing the Hosted Services could
create a substantial economic or technical burden or material security risk for us or anyof our Affiliates, or (ii) termination is required in order to comply with the law or requestsof governmental entities.

3. PRODUCT FAMILY SPECIFIC TERMS

This EULA specifies terms and conditions that are applicable to the following Product: theProgress Telerik Fiddler Everywhere On-Premise Product and related Progress Telerik Fiddler
Everywhere cloud hosted features (if any) made available to you by us as Hosted Services. The
terms and conditions set forth in this Section 3 and in Section 4 apply to the Product. The
specific Product features to which you are granted a license hereunder shall be only those
identified in the Order.
The Default License Type for the Product is: Subscription. You must maintain an active
Subscription to continue using the Product. With the exception of any Product obtained under a
Trial License, and unless otherwise stated in the Order, for as long as we continue to make theProduct generally available, at the end of each Subscription period, this EULA and any paid
Subscription license granted hereunder will be automatically renewed for successive
Subscription periods unless you / your Licensed Users (as defined in Section 4) disable auto
renewals within the applicable account settings prior to the expiration of the then current
Subscription Period. Your Subscription will be renewed at the level we, in our sole discretion,
identify as being closest to your previous Subscription and will be charged at the rate then in
effect at the time of renewal. YOU AUTHORIZE US (WITHOUT NOTICE) TO COLLECT THE THENAPPLICABLE FEE AND ANY TAXES FOR THE RENEWAL SUBSCRIPTION PERIOD, USING THE
CREDIT CARD OR BILLING CREDENTIALS THAT YOU PROVIDED WITH RESPECT TO THE
PREVIOUS SUBSCRIPTION PERIOD. If you do not maintain an active Subscription, this EULA
and the Subscription license granted hereunder, along with your and your Authorized Users’ useof and access to the Progress Telerik Fiddler Everywhere On-Premise Product and any related
Progress Telerik Fiddler Everywhere cloud hosted features, will terminate.
4. PRODUCT SPECIFIC TERMS•

4.1. Product Definitions.

•

Any defined term used in this section 4 (Product Specific Terms) but not defined herein
will have the meaning ascribed to it in section 1 (General Terms and Conditions) or
section 2.A (Terms for On-Premise Products).

•o

4.1.1. “Licensed User” means an individual employee of yours or of a third-party
consultant: (i) for whom you have obtained a license to use the Product Package
specifically for you in accordance with this EULA; (ii) who has an account on oursystem; and (iii) who has been assigned a license seat to the Product Package inour system. Each Licensed User is an Authorized User as defined in section
1.1.3 and all terms and conditions in section 1 (General Terms and Conditions)and section 2.A (Terms for On-Premise Software) pertaining to Authorized Users
will apply to a Licensed User.

o

4.1.2. “Product Package” means the Product and the Documentation,collectively.

4.2. License Granto4.2.1. License Grant. Subject to the terms and conditions contained in this
EULA, we hereby grant you a non-exclusive, worldwide, royalty-free, nontransferable license, without the right to sublicense and solely for your internalbusiness purposes to (i) install and use the Product, in its object code form only,
on computing resources owned and/or operated by you or a Permitted Third

Party (as defined in section 1.2.3 (Third Party Use)); and (ii) use theDocumentation solely as reasonably necessary to access and use the Productand/or allow a Permitted Third Party to host the Product on your behalf.
o4.2.2. Number of Licensed Users. The total number of Licensed Users is limited
to the total number of licenses to the Product Package that you have purchasedfrom us hereunder and for which you have paid us all the applicable license
fees. The Product Package is in “use” on a computer when it is loaded into
temporary memory (i.e. RAM) and a Licensed User is authenticated. Each of Your
Licensed Users may install the Product Package on a reasonable number ofmachines provided each such installation is used solely by such Licensed User.
In addition to and notwithstanding any other terms in this EULA, we may monitor
and review your use of the Product Package for compliance with this EULA, andif, at any time we determine that your use of the Product Package is not incompliance with this EULA, then, in our sole discretion, we may limit, suspendor terminate your use of the Product Package and, if the non-compliance is notcorrected to our satisfaction, we may terminate the affected license(s).

o

4.2.3. Fiddler Everywhere Enterprise License. A Fiddler Everywhere Enterprise
License is required if you intend to enable nonstandard installation, for example:▪

• The executable installation file will be distributed from your source(e.g., shared internal location, OS image, etc.).

▪

• The installation will be executed remotely to multiple licensed end
users (e.g., via policy, script, etc.).

See details on the Fiddler Everywhere Enterprise License here: https://docs.telerik.com/fiddlereverywhere/introduction.html#installation-optionso•4.3. Trial License.
o•4.2.4. Optional Features and Functionality. You may only use an optionalfeature or functionality with the Product if you have selected the feature orfunctionality in the Order and paid any additional fees for the feature orfunctionality. You may use such feature or functionality only to the extent
identified in the Order. If you need to make use of any feature or functionality
beyond the limits specified in the Order, you must purchase an upgrade.

4.3.1. License Grant. If you downloaded a free trial license for the ProductPackage (including any feature set of the Product Package) (“Trial License”),
then your use of the Product Package is subject to the limitations and conditions
specified in section 1.2.5 (Limitations on Evaluation or Trial Licenses). Without
limiting the foregoing, you are not allowed to use the Product Package for any
commercial, productive or training purpose. The term of the Trial License will be
communicated by us to you at the time you start the trial. If you wish to continue
using the Product Package beyond the expiration of the Trial License, you must
purchase a paid license to the Product Package.

4.4. Credentials. You will be required to create a username and password(“Credentials”) that will be required to order Product(s) or features. You and yourLicensed Users may only access Product(s) using your Credentials, and may not accessProduct(s) using the Credentials of any other person. You may not make yourCredentials available to others, nor allow use of the Product(s) by others through yourCredentials. You agree to accept sole responsibility and liability for maintaining theconfidentiality of your Credentials, for restricting access to your Credentials and for alluse, whether authorized or unauthorized, of the Product(s) under your Credentials.
•

4.5. Support and Updates.
oo•4.5.1. Support.
▪

4.5.1.1. Free. No dedicated technical support is provided with freeversions of the Product, however, as part of Your license You are allowed
to access the public support resources offered by Licensor in its sole
discretion (e.g. documentation, code library, forums).

▪

4.5.1.2. Trial licenses. For the duration of your Trial license you will
receive support as described in greater detail here:
https://docs.telerik.com/fiddler-everywhere/support subject to thelimitations and restrictions described in the Fair Usage Policy (below).
We reserve the right to limit, cancel, or adjust the scope of support
available under a Trial license at any time in our sole discretion.

▪

4.5.1.3. Paid licenses. For the duration of your subscription license or(in the case of term or perpetual licenses) for any applicable period forwhich you have purchased maintenance and support (the “Maintenance
Period”), you will receive support as described in further detail below.
During the subscription or Maintenance Period, you are entitled to the
support package as determined at time of purchase and set forth on theOrder and described in greater detail here:
https://docs.telerik.com/fiddler-everywhere/support subject to thelimitations and restrictions described in the following Fair Usage Policy.
You will lose the right to receive support and Updates at the end of yoursubscription or Maintenance Period, unless you renew your subscription
or your access to updates and support for additional Maintenance
Period(s) with us at additional cost.

▪

4.5.1.4. Fair Use Policy. We may apply a Fair Usage Policy that allows us
to limit or terminate your access to any or all of the support services ifyour use of the support services is determined by us, in our sole andreasonable discretion, to be excessive.

4.5.2. Updates. At our sole discretion, you may receive certain Updates for the
Product Package. If Licensor makes Updates to the Product Package available toyou, such Updates are subject to the terms of this EULA, except as set forth in
Section 2.A.2. and such Updates do not restart the term of any license.

4.6. Special Terms and Conditions Applicable to Hosted Features.
o4.6.1. The Product Package may include access to certain cloud hosted
features, such features are “Hosted Services” as defined in Section 1.1 and are
subject to the terms and conditions of this EULA which are applicable to Hosted
Services as well as the following additional terms and conditions:•▪

4.6.1.1, License Grant. Subject to the terms and conditions contained inthis EULA, we hereby grant you a non-exclusive, worldwide, royalty-free,
non-transferable license, without the right to sublicense and solely foryour internal business purposes, to permit your Licensed Users toaccess the Hosted Services solely for the purpose of sharing certain
Content (which has been generated by your Licensed Users using the
Product Package) with other Licensed Users. Please see the Product
Documentation for a description of Content which may be shared via the
Hosted Services.

▪

4.6.1.2. The amount of Content (e.g. number of log files) which may be
managed (e.g. uploaded, accessed, shared, stored, viewed, processed,
synced, etc.) via the Hosted Services, and the specific Content
management options available, is/are limited based upon the level of the
Product Package to which you have subscribed. If at any time you electto downgrade, or are downgraded by us, to a lower level of the ProductPackage, we shall make reasonable efforts to retain any Content (inaccordance with, and subject to the limitations set forth in, Section
2.B.5.1.), which your Licensed Users have uploaded to the Hosted
Services prior to such downgrade, for a period of up to ninety (90) days
(the “Data Retention Period”). However, your Licensed Users shall only
be able to manage the amount of Content allowed pursuant to thedowngraded Product Package level. This means, for example, if you aredowngraded to a Product Package level with a limit of five (5) log files,
your Licensed User will only be able to manage the first five (5) log files
which are stored in the Hosted Services. In order to manage a larger
amount of your Content, you must upgrade to an appropriate level of the
Product Package during the Data Retention Period.

4.7. Special Terms and Conditions Applicable to Free Products and Features.
o4.7.1. Notwithstanding anything to the contrary set forth in Section 1:▪

4.7.1.1. ALL FREE VERSIONS OF THE PRODUCT AND/OR FREEFEATURES ARE LICENSED ‘AS IS’. YOU BEAR THE RISK OF USING SUCHPRODUCT/FEATURES. PROGRESS GIVES NO EXPRESS WARRANTIES,GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL RIGHTSUNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOTCHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS,PROGRESS EXCLUDES THE IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

▪

4.7.1.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN
NO EVENT WILL PROGRESS BE LIABLE FOR ANY INDIRECT, SPECIAL,INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAGREEMENT WITH RESPECT TO FREE VERSIONS OF THE PRODUCTAND/OR FREE FEATURES, INCLUDING, WITHOUT LIMITATION,DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTERFAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIALDAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF,
AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT,TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY
CASE, PROGRESS’S ENTIRE LIABILITY WITH RESPECT TO FREE
VERSIONS OF THE PRODUCT AND/OR FREE FEATURES UNDER ANY
PROVISION OF THIS AGREEMENT SHALL NOT EXCEED $5,
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BEAPPLICABLE.
▪

•

4.7.1.3. OUR INDEMNIFICATION OBLIGATIONS (SET FORTH IN SECTION
1.10.1.) SHALL NOT APPLY TO ANY FREE VERSION OF THE PRODUCTAND/OR ANY FREE FEATURES.

4.8. Special Terms and Conditions Applicable to Offline Use.
“Offline Use” is use without internet access/access to our servers. We hereby grant you
the right to make Offline Use of Fiddler Everywhere subject to the following additionalterms and conditions:o• To enable Offline Use you must purchase a license plan that includes thefeature.

o• Your Offline Use license file is effective as of the effective date of theapplicable subscription and your Offline Use license file terminates/expires as ofthe date the applicable subscription terminates/expires. If you renew theapplicable subscription and you wish to continue Offline Use, you must generate
new Offline Use license file(s) that include(s) the new subscription expiration
date.

o

• If an Offline Use Licensed User is unassigned from a license, then the license
file is no longer valid and must be deleted or updated.

o• An Offline Use Licensed User may install the license on multiple machines, solong as the license is not used by any other user.

o• Features that require access to our servers (sharing, saving to the cloud, etc.)
are not available with Offline Use licenses. If an Offline Use Licensed User
wishes to use the cloud features, that Licensed User must connect via theinternet and must authenticate with their credentials.

o• If the Documentation indicates that the Product can be set to install Updates
automatically, such installation can only occur when connected via the internet.

o• Bug fixes (including security fixes), patches, upgrades, enhancements,
Updates, and technical support are only provided for the latest available versionof the Product, thus you may be required to update to the latest available
Product version in order to receive maintenance and support services for them.

•

4.9. Product Changes and Discontinuance. We reserve the right to discontinue any
Product Package or any component or feature of any Product Package, whether offered
as a standalone product or solely as a component or feature (including but not limited tocloud hosted features), at any time. We reserve the right to change the prices at which
we offer any Product Package or any component or feature of any Product Package,whether offered as a standalone product or solely as a component or feature, at any
time.

•

4.10 Data Collection. In addition to the information collected in accordance with
Sections 1.12.1 and 2.B.2.2, we may collect certain information through your use of the
Product which constitutes “Personal Data”, including your name, email address and IP
address. This information is collected using third party services and may be transferredto our service provider, CleverTap (a trading name of Wizrocket Inc.). We may use that in
combination with the information collected under Section 1.12.1 and/or 2.B.2.2 tocreate a profile using CleverTap’s services which allows us to better understand youruse of the Software. We may also use this information to contact you by email withpersonalized marketing communications. You can opt out of the collection and use ofthis information at any time by going to the Privacy section under “Settings” in the
Product and unchecking the box next to “Automatically send data to help us improve theproduct”.

•

4.11 Special Terms and Conditions Applicable to Progress Telerik Fiddler
Everywhere Reporter. The Progress Telerik Fiddler Everywhere Reporter (“Fiddler
Everywhere Reporter”) is an On-Premises extension enabling certain reporting
capabilities. Subject to this Section 4.11 and all other applicable terms and conditionsof this EULA, you may download the Fiddler Everywhere Reporter and use it in object
code form only, solely for sharing content related to the Product with a Licensed User of
the Product. For the avoidance of doubt, Fiddler Everywhere Reporter is a Free Featureof the Product and is subject to the limitations, disclaimers, and restrictions set forth insection 4.7.

Rev. TMPLT14SEPT2023-FIDDLER-EVERYWHERE-22APRIL2024