MASTER SOFTWARE LICENSE AGREEMENT
FusionCharts, Inc.
4001 W. Parmer Lane
Suite 125
Austin, TX, 78727
BY PROCEEDING TO DOWNLOAD, INSTALL OR USE THE SOFTWARE IN WHICH THIS AGREEMENT IS ELECTRONICALLY EMBEDDED OR BY
OBTAINING A LICENSE KEY FOR THIS SOFTWARE, YOU HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY THE FOLLOWING TERMS
AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN CLICK “DO NOT ACCEPT,” DO NOT INSTALL OR
USE THE SOFTWARE AND DELETE THE SOFTWARE FROM YOUR COMPUTER SYSTEM. BY INSTALLING OR USING THE SOFTWARE OR BY
CLICKING ON “ACCEPT” YOU ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF AND YOUR EMPLOYER YOU HAVE READ THISSOFTWARE LICENSE AGREEMENT CAREFULLY, THAT YOU AND YOUR EMPLOYER AGREE TO BE BOUND BY THIS AGREEMENT AND THATIF APPLICABLE YOUR EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF THIS AGREEMENT WHICH MAY BE APPLICABLETO YOU. THIS AGREEMENT, SHALL GOVERN YOUR INSTALLATION AND USE OF THE SOFTWARE IN WHICH THIS AGREEMENT IS
ELECTRONICALLY EMBEDDED. FUSIONCHARTS URGES YOU TO CAREFULLY READ THIS AGREEMENT AND ASSESS YOUR USE OF THE
SOFTWARE PRIOR TO INSTALLING OR USING THE SOFTWARE OR MAKING ANY DECISION TO USE OR PURCHASE IT.
THIS MASTER SOFTWARE LICENSE AGREEMENT, is dated as of the date of, in the case of any Evaluation Software (as defined in Section 16 below),the date of Customer’s acquisition of a License Key, or in the case of any purchase of a license for use of the Licensed Software (as defined below), thedate of the Purchase Order (as defined below) pursuant to which such license is purchased, is between FusionCharts, Inc., a Delaware corporation(“FusionCharts”), and, in the case of any Evaluation Software, the customer to whom temporary Licenses Keys are delivered or, in the case of any purchaseof a license for use of the Licensed Software, the customer set forth on the purchase order pursuant to which such license is purchased (in each case,herein “Customer”), and sets forth the terms and conditions whereby FusionCharts agrees to provide to Customer and Customer agrees to acquire from
FusionCharts one or more licenses to install and use certain software and use certain documentation and maintenance services related thereto, owned or
licensed by FusionCharts, as set forth on the Purchase Order (as defined below) delivered in connection with this Agreement. . Each Purchase Ordershall be executed separately and, when so executed by both parties and delivered to FusionCharts, shall constitute and be construed as a separate
agreement consisting of the terms and conditions contained in such Purchase Order together with the terms of this Agreement. To the extent any terms
or conditions contained in the Purchase Order conflict with the terms or conditions contained in this Agreement, the terms and conditions of the Purchase
Order shall supersede only those conflicting terms or conditions contained in this Agreement and only to the minimum extent necessary to harmonize theterms in such Purchase Order with the terms contained herein. This Agreement specifically supersedes and replaces the terms and conditions of all prioragreements between FusionCharts and Customer relating to the software licensed hereunder, including, but not limited to, any shrink-wrap agreements,
click-wrap agreements or any demo or trial agreements which may accompany or are embedded in FusionCharts’ products or which have been previously
in force between the parties. If Customer is evaluating Evaluation Software (as defined in Section 16 below), then only the terms and conditions of Section
16 below (including those Sections of this Agreement incorporated therein by reference) will govern Customer’s temporary use of such Evaluation Software(and no other terms of this Agreement shall apply to Customer or govern Customer’s use of Evaluation Software) and upon purchase of a commercial
license for such Evaluation Software, this entire Agreement, exclusive of Section 16, shall apply to Customer and govern all use of the Licensed Material(as defined below). In consideration of the mutual promises and agreements contained herein, the parties hereto also agree as follows:

1.

GENERAL TERMS AND CONDITIONS
API for the purpose of customizing, implementing or testing the
Licensed Software or developing a software application
Definitions –incorporating the Licensed Software.
(a) “Agreement” means this software license agreement, together
with all exhibits, schedules, annexes and Purchase Orders(d) “Derivative Works” means any software programs which are
made a part hereof in accordance with the terms of thisdeveloped by Customer and which incorporate or contain
Agreement and all amendments, modifications, supplements
modifications to any part of the Licensed Software in Source
and alterations thereto effected in accordance with the terms of
Code form, and including any revision, modification, translation
this Agreement.
(including compilation or recapitulation by computer),abridgement, condensation, expansion or any other form in(b) “Confidential Information” means all technical and non-technicalwhich the Licensed Software in Source Code form may be
information in both tangible and intangible form, including, but
recast, transformed, or adapted.
not limited to, product design information, software code,technical information, customer information, discounting, costand pricing information, financial information and the results
derived from or methodology employed by Customer in
conducting any benchmark testing of the Licensed Software;
provided that the term “Confidential Information” shall notinclude information which the recipient can show by reasonable
proof (i) to have been known by the recipient prior to the time of
disclosure by the disclosing party, (ii) to have become part of the
public domain through no fault or breach of this Agreement by
the recipient, (iii) to have been disclosed to the recipient in goodfaith by a third party who is not under any obligation ofconfidence or secrecy to the disclosing party at the time suchthird party discloses the information to the recipient or (iv) tohave been compelled to be produced by a court of competentjurisdiction, provided that the recipient shall first give notice tothe disclosing party of any such request or order of the court togive the disclosing party an opportunity to contest or limit said
request or order of the court.
(c)“Developer” shall mean any employee of Customer or
independent contractor working on behalf of Customer who
accesses or uses the Licensed Software or the FusionCharts

FusionCharts, Inc.

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(e)

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

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

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

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

(i)“Maintenance Services” means the technical support services
provided by FusionCharts pursuant to Section 4 hereof.
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2.

(j)

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

(k)“Named Application” means any application, program, orsoftware product that is developed by Customer and set forth ona Purchase Order.

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

Customer. One or more of the restrictions set forth in this Section
2 may apply to the Licensed Software depending upon the typeof licensed purchased and the terms contained in the applicable
Purchase Order relating to the Licensed Software. Customer is
encouraged to carefully review all terms and restrictions
contained in this Section 2 and each Purchase Order. Customer
hereby agrees to the following license restrictions and conditions
applicable to the Licensed Software as set forth in the Purchase
Orders delivered by Customer under this Agreement:(m) “Source Code” means, computer programming code or any
computer instructions necessary to compile the Licensed
Software.

(i) For all Licensed Software made generally available by
FusionCharts and licensed hereunder by Customer ona “Basic License” basis, Customer may designate one(1) Developer in Customer’s organization (the "Named
Developer") per license (with no right to transfer toanother Developer) who shall have the right to test,
implement, customize and create Derivative Worksfrom the Licensed Software in order to incorporate theLicensed Software in no more than one (1) Named
Application, provided that such Named Application (a)is solely an on-premise installation (not a SaaS or
cloud-hosted application), and (b) be used for
Customer’s internal business purposes only and cannot
be distributed to any person, or entity outside of the
Customer’s organization, whether for or without a fee;

(n)

(ii)

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

LICENSE –(a)(b)

Use – Subject to the terms and conditions of this Agreement
including, but not limited to the applicable licensing restrictions
set forth in Section 2(b) below, and subject further to Customer’s
full compliance herewith and according to the scope, time period
and other terms indicated on the applicable Purchase Orderdelivered in connection with this Agreement, FusionCharts
hereby grants Customer and Customer hereby accepts from
FusionCharts, a perpetual, non-exclusive and non-transferable
right and license to install the Licensed Software on computer
hardware that is owned or operated by or on behalf of Customer,
to access, use, copy, modify or create Derivative Works based
upon the Licensed Material in accordance with the applicable
restrictions and conditions contained in this Agreement and tocopy the Licensed Material as permitted by this Agreement;
provided, that in no event shall Customer create any Derivative
Work that is competitive with or offers substantially the samefunctionality as the Licensed Software or any other product orsoftware application commercially offered by FusionCharts.
Customer’s right to use the Licensed Material shall extend to useby third parties under a written agreement with Customer toprovide outsourcing services for Customer's own internalbusiness operations; provided, that (i) such third parties haveagreed to abide by the terms of this Agreement and (ii) Customer
shall remain primarily liable for all acts and omissions by suchthird parties.

(iii) For all Licensed Software made generally available by
FusionCharts and licensed hereunder by Customer onan “Enterprise License” basis, Customer may installand operate such Licensed Software on a network to
be used by up to ten (10) Named Developers perlicense purchased by Customer (which may betransferred to other Developers within Customer’sorganization
upon
prior
writtennoticeto
FusionCharts) who shall have the right to test,
implement, customize and create Derivative Worksfrom the Licensed Software in order to incorporate theLicensed Software in no more than one (1) Named
Application, provided that such Named Application
may be distributed as an on-premise installation or a
SaaS or cloud-hosted application, for use for
Customer’s internal business purposes or customers
or clients of Customer. Subject to Section 2(c) below,
Customer shall be entitled to receive the Licensed
Software in Source Code form; andLicense Usage and Restrictions – Customer acknowledges
and agrees that, as between Customer and FusionCharts,
FusionCharts or its subsidiaries owns and shall continue to own
all right, title, and interest in and to the License Material,
including associated intellectual property rights under copyright,
trade secret, patent, or trademark laws. This Agreement does
not grant Customer any ownership interest in or to the Licensed
Material, but only a limited right and license to install and use theLicensed Software and to use the Licensed Materials inaccordance with the terms of this Agreement and eachapplicable Purchase Order. Customer further acknowledges andagrees that the licenses granted hereunder and the restrictions
applicable to Customer’s installation and use of the License
Software will vary according to the type of Licensed Softwarepurchased by Customer and the type of license purchased by

FusionCharts, Inc.

For all Licensed Software made generally available by
FusionCharts and licensed hereunder by Customer ona “Pro License” basis, Customer may install andoperate such Licensed Software on a network to be
used concurrently on different computers by up to five(5) Named Developers per license purchased by
Customer (which may be transferred to other
Developers within Customer’s organization upon priorwritten notice to FusionCharts) who shall have theright to test, implement, customize and create
Derivative Works from the Licensed Software in order
to incorporate the Licensed Software in no more thanone (1) Named Application, provided that such Named
Application (a) may be an on-premise installation or a
SaaS or cloud-hosted application, and (b) may only be
used for Customer’s internal business purposes only
and cannot be distributed to any person, or entity
outside of the Customer’s organization, whether for orwithout a fee. Subject to Section 2(c) below, Customer
shall be entitled to receive the Licensed Software in
Source Code form;(iv) For all Licensed Software made generally available by
FusionCharts and licensed hereunder by Customer onan “Enterprise Plus License” basis, Customer may
install and operate such Licensed Software on a
network to be used by the number of Named
Developers per license as set forth in a Purchase
Order (which may be transferred to other Developers-2-

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within Customer’s organization upon prior written
notice to FusionCharts) who shall have the right totest, implement, customize and create Derivative
Works from the Licensed Software in order toincorporate the Licensed Software in the number ofNamed Applications set forth in the applicable
Purchase Order, provided that such Named
Applications may be distributed as an on-premise
installation or a SaaS or cloud-hosted application, foruse for Customer’s internal business purposes orcustomers or clients of Customer. Subject to Section
2(c) below, Customer shall be entitled to receive theLicensed Software in Source Code form.
Each license is bound to the Named Application set forth on theapplicable Purchase Order and may not be reused on otherapplications, programs or software products. In no event may a
Derivative Work be distributed as a SaaS or cloud-hosted application,
except as expressly provided in this Section 2.
(c)

(f)

3.

DELIVERY AND PAYMENT TERMS –(a)

Delivery – All Licensed Material shall be delivered by
FusionCharts to Customer via electronic delivery using a secureinternet download site. Ownership of the all licenses purchased
hereunder and risk of loss for the related Licensed Materials
shall be deemed to have passed to Customer once
FusionCharts has made the Licensed Material available fordownload by Customer, notified Customer of the availability of
the Licensed Material for download and provided Customer with
License Keys necessary for the installation and operation of theLicensed Software.

(b)

Payment – Upon delivery of a Purchase Order by Customer,
FusionCharts shall deliver an invoice to Customer specifying thelicense fees and Maintenance Services fees payable pursuant
to such Purchase Order. Customer shall pay all license fees andMaintenance Services fees specified therein within thirty (30)days of Customer’s receipt of such invoice. In the event that
Customer elects to pay any fees due hereunder with a credit
card, (i) Customer is required to provide FusionCharts with avalid form of credit card payment and to keep all such credit card
information current and accurate in respect of all renewal fees,(ii) Customer shall promptly notify FusionCharts if its credit card
has changed or has been declined and (iii) Customer hereby
consents to FusionCharts automatically processing andcharging all fees due by Customer hereunder, including all
renewal subscription fees, to the credit card submitted by
Customer. All fees payable by Customer in respect of such
Ancillary Services may be separately invoiced. Customer’s
payment obligation with respect to all license fees andMaintenance Services fees owing hereunder shall be
independent of the provision of Ancillary Services, whether or
not such Ancillary Services are separately invoiced. Any latepayment of any amount owing hereunder shall accrue interest at
a rate equal to the lesser of (i) 15% per annum and (ii) the
maximum rate permitted by law.

(c)Taxes – All payments referred to in this Agreement are exclusiveof value added tax, sales tax and any other applicable taxes,
duties or imposts which (with the exception only of those basedon FusionCharts’ income) shall also be payable by Customer inaccordance with applicable law.

Additional Terms Governing Source Code – The following
additional terms and conditions contained in this Section 2(c)shall apply to all Licensed Software licensed to Customer by
FusionCharts that include a right to receive the Licensed
Software in Source Code form:(i) Customer may make modifications, enhancements,
Derivative Works and/or extensions to such Source Code;provided however Customer shall not grant, either expressly or
impliedly, any rights, title, interest, or licenses to any suchmodifications, enhancements, Derivative Works and/or
extensions to any third party. Customer hereby agrees to assign
all right, title and interest in and to such modifications,enhancements, Derivative Works and/or extensions that may bemade to the licensed Source Code to FusionCharts. Customer
shall not distribute any portion of the Licensed Software in
Source Code form, or any modification, enhancement,
Derivative Work and/or extension thereto, in Source Code form.
(ii) The Source Code is provided to the Customer for the
purpose of modification, education and troubleshooting. Underno circumstances shall any portion of the Source Code be
distributed, disclosed or otherwise made available to any third
party without the express, prior written consent of FusionCharts.
Under no circumstances may the Licensed Software in Source
Code form be used in whole or in part, as the basis for creatinga product that provides the same or similar, or substantially thesame or similar, functionality as any FusionCharts product,
FusionCharts’ affiliates’ product or that competes in any mannerwith FusionCharts products or FusionCharts’ affiliates’ products.

(d)

(e)

Copies & Disaster Recovery -- Customer may make areasonable number of back-up archival copies of the Licensed
Software. In the event of any outage that results in the complete
failure of the computer system upon which Customer has
installed the Licensed Software, Customer’s right to use theLicensed Software shall include, during the pendency of suchoutage, the temporary right to use the Licensed Software in a
replacement computing environment substantially similar to theoriginal computing environment upon which the Licensed
Software was installed immediately prior to such outage.
Customer shall reproduce all confidentiality and proprietary
notices on each of the copies permitted hereunder and maintainan accurate record of the location of each of the copies.
Customer shall not otherwise copy or duplicate the Licensed
Material. Customer shall not reverse engineer, disassemble,
translate, modify, adapt, or decompile the Licensed Material orapply any procedure or process to the Licensed Material in order
to ascertain, derive, and/or appropriate the source code orsource listings for the Licensed Software or any trade secret orother proprietary information contained in the Licensed
Software.

Maintenance Optional – Customer’s right to use the Licensed
Software shall survive any election by Customer to terminate or
not renew Maintenance Services from FusionCharts.
FusionCharts, Inc.
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Other Services – All licenses and Maintenance Services
purchased by Customer in respect of the Licensed Material shallbe governed by this Agreement, together with the applicable
Purchase Orders delivered hereunder. Unless otherwise agreed
by the parties in writing, all other services purchased by
Customer in respect of the Licensed Software, if any, including
implementation services, training services and professional
services (collectively, “Ancillary Services”), shall be governedsolely by a separate written mutually acceptable services
agreement entered into by the parties or, in the absence of suchagreement, FusionCharts’ standard professional services
agreement, and acceptance of the Licensed Material shall not
be contingent upon Customer’s acceptance of any such
Ancillary Services.

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

Maintenance Agreement – FusionCharts or its authorized
representative will provide Maintenance Services for the
Licensed Software during each Maintenance Term.
Maintenance Services includes problem determinations,reasonable problem resolutions, provisioning of software
program temporary fixes and new releases. Maintenance
Services shall also include the additional Maintenance Service
Perpetual SLA Ver. 050124ns

terms expressly set forth in writing in the Purchase Orderdelivered by Customer, which are hereby incorporated herein byreference. Maintenance Services shall entitle Customer toreceive, at no additional cost, all Updates.
(b)

Additional Maintenance Term – Upon expiration of each
Maintenance Term, Maintenance Services shall automaticallyrenew for an additional 12-month Maintenance Term andFusionCharts will invoice Customer unless FusionCharts or its
authorized representative is notified by Customer in writing atleast sixty (60) days prior to the expiration of the current
Maintenance Term that Customer will not purchase
Maintenance Services for another Maintenance Term.

(c)

Reinstatement – If Customer terminates Maintenance Services
or elects not to renew Maintenance Services, Customer may, at
its option, purchase Maintenance Services within one year ofsuch termination or non-renewal by providing notice toFusionCharts and making payment of FusionCharts’ thencurrent list maintenance fees for the upcoming 365-day period
plus an amount equal to 1.5 times the Maintenance Services
fees that would have accrued during the period subsequent tosuch termination or non-renewal, had Customer not terminatedor elected not to renew Maintenance Services.

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

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

INDEMNITY

5.
PROPRIETARY RIGHTS – Customer shall not acquire, by virtue of
this Agreement, any right or license other than as expressly provided
herein. Customer shall not reproduce the Licensed Material or otherconfidential or proprietary information of FusionCharts, except as provided
in this Agreement. All proprietary rights in and to the Licensed Material
and all Evaluation Software (as defined in Section 16 below), allderivatives, translations, modifications, adaptations, improvements,
enhancements or developments thereof and all confidential or proprietary
information of FusionCharts, including without limitation, all rights under
and with respect to patents, copyrights, trademarks and rights under the
trade secret laws of any jurisdiction shall remain the sole property of
FusionCharts or its applicable licensor, whether recognized by or perfectedunder applicable local law. Customer shall promptly notify FusionCharts ofany infringement of FusionCharts’ proprietary rights of which it becomesaware.

(a)Indemnity – Subject to this Section 7 and Section 8 below,
FusionCharts agrees to indemnify, defend and hold harmless
Customer from and against all claims, damages, losses,
liabilities and expenses (including, but not limited to, reasonable
attorneys’ fees) arising out of any claim by a third party assertingthat the Licensed Material or any of Customer’s use thereof,
infringes upon any third party's patent, copyright or trademark,provided that (i) Customer promptly notifies FusionCharts inwriting no later than thirty (30) days after Customer’s notice ofany potential claim, (ii) Customer permits FusionCharts to
defend, compromise or settle the claim, and provided further thatno settlement intended to bind Customer shall be made without
Customer’s prior written authorization and (iii) Customer gives
FusionCharts all available information, reasonable assistance,
and authority to enable FusionCharts to do so.

6.

(b)

Alternative Remedy - If a claim described in Paragraph 7(a)may or has been asserted, Customer will permit FusionCharts,
at FusionCharts’ option and expense, to (i) procure the right tocontinue using the Licensed Material, (ii) replace or modify the
Licensed Material to eliminate the infringement while providing
functionally equivalent performance or (iii) accept the return of
the Licensed Material and refund to Customer the amountactually paid to FusionCharts or its authorized representative forsuch Licensed Material, less depreciation based on a 3-year
straight-line depreciation schedule.

(c)

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

LIMITED WARRANTIES
(a)

(b)

Warranty - FusionCharts warrants to Customer that during thefirst thirty (30) days after purchase of the Licensed Software (the“Warranty Period”) such Licensed Software will perform
substantially as described in the accompanying Licensed
Documentation. FusionCharts does not warrant that (i) the
Licensed Software will satisfy or may be customized to satisfy
any of Customer's requirements or any other particular use or (ii)the use of the Licensed Software will be uninterrupted or errorfree. Laws from time to time in force may imply warranties thatcannot be excluded or can only be excluded to a limited extent.
This Agreement shall be read and construed subject to any suchstatutory provisions.
Remedies – If (i) at any time during a Maintenance Term, theLicensed Software contains Errors which make the Licensed
Software unable to perform substantially as described in theaccompanying Licensed Documentation or (ii) during theWarranty Period, FusionCharts breaches the warranty set forthin clause (a) above, then Customer shall promptly notify
FusionCharts of such Error or breach and FusionCharts shall (A)use all commercially reasonable efforts to correct such Error or
breach within thirty (30) days of notification or (B) provide
Customer within thirty (30) days of notification with a plan
acceptable to Customer for correcting such Error or breach. Ifsuch Error or breach is not corrected or if an acceptable plan forcorrecting such Error or breach is not established within such
thirty (30) day period, FusionCharts shall replace the defective
Licensed Software or, if not practicable, accept the return of thedefective Licensed Software and refund to Customer the amount
paid for the defective Licensed Software, less depreciation
based on a 3-year straight line schedule. FusionCharts’FusionCharts, Inc.

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8.
NO
CONSEQUENTIAL
DAMAGESUNDERNOCIRCUMSTANCES WILL FUSIONCHARTS OR ITS AUTHORIZEDREPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTALDAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE,
BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY(INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA,GOODWILL, PROFITS, USE OF MONEY OR USE OF THE LICENSED
MATERIAL, INTERRUPTION IN USE OR AVAILABILITY OF DATA,STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS),ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY,
BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL
PROPERTY RIGHT, MISREPRESENTATION, NEGLIGENCE, STRICTLIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF
Perpetual SLA Ver. 050124ns

PERSONAL INJURY WHERE AND TO THE EXTENT THATAPPLICABLE LAW REQUIRES SUCH LIABILITY. IN NO EVENT WILL
THE AGGREGATE LIABILITY INCURRED IN ANY ACTION OR
PROCEEDING BY FUSIONCHARTS OR ITS AUTHORIZEDREPRESENTATIVE EXCEED THE TOTAL AMOUNT ACTUALLY PAIDBY CUSTOMER FOR THE SPECIFIC LICENSED SOFTWARE THATDIRECTLY CAUSED THE DAMAGE.
9.

with these termination obligations. The provision of Sections 1, 3, 8
through 12, 14, 15 and 17 shall survive the termination of this Agreement.
11. U.S. EXPORT RESTRICTIONS – Customer acknowledges that the
Licensed Materials and all related technical information, documents andmaterials are subject to export controls under the U.S. Export
Administration Regulations. Customer covenants and agrees to comply
with all import and export control regulations of the United States withrespect to the Licensed Material. Customer acknowledges that it may not
re-export or divert the Licensed Material or any related technicalinformation, document or material, or direct derivatives thereof, to any
country set forth on the U.S. Department of Commerce’s list of State
Sponsors of Terrorism (currently, Cuba, Iran, North Korea, and Syria),
including any future changes to the government’s list of State Sponsors ofTerrorism.

CONFIDENTIALITY(a)

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

12. EQUITABLE RELIEF – The parties recognize that Sections 5, 9, 11
and 13 are necessary for the protection of the business and goodwill of theparties and are considered by the parties to be reasonable for such
purpose. The parties agree that any breach of such Sections would cause
the other party substantial and irreparable damage and therefore, in theevent of any such breach, in addition to other remedies which may beavailable, the non-breaching party shall have the right to seek specificperformance and other injunctive and equitable relief in a court of law.
13. LICENSE KEY & USE REPORTING – Customer acknowledges thata security code owned and controlled by FusionCharts or its subsidiaries(the "License Key") is required to render the Licensed Software operational
on Customer’s computer hardware. Upon use of a permanent License Key
to install the Licensed Software on Customer’s computer hardware, noother security code will be required for the Licensed Material to operate onsuch computer hardware in accordance with the terms and restrictions
contained in this Agreement. Customer shall not attempt to crack, alter orotherwise derive the License Key. FusionCharts shall promptly provide
Customer with all necessary License Keys upon purchase of the Licensed
Software or upon any authorized transfer of the Licensed Software to any
other hardware equipment permitted under Section 2 of this Agreement.
FusionCharts reserves the right to gather data on license usage by
Customer for each item of Licensed Software, including License Key
numbers, server IP addresses, email addresses of users, domain counts
and other information deemed relevant, to ensure that the Licensed
Software is being used in accordance with the terms of this Agreement.
FusionCharts expressly prohibits domain count overrides without priorwritten approval. Customer hereby consents to FusionCharts gatheringand processing such usage information and agrees not to block,electronically or otherwise, the transmission of data required forcompliance with this Agreement. Any unauthorized use of the Licensed
Software by Customer or other use by Customer in violation of therestrictions contained herein shall be deemed a material breach of thisAgreement. In addition to the foregoing, within ten (10) business days of
Customer’s receipt of FusionCharts’ written request, Customer shallprovide to FusionCharts a written report certifying to FusionCharts thenumber of licenses for Licensed Software installed, used or accessed by
Customer, the identity of the applicable servers, hardware or computers
upon which such licenses are installed and, to the extent applicable, theinstallation location and location and number of users accessing suchlicenses, together with such other information as may be requested by
FusionCharts and necessary to confirm Customer’s compliance with theterms of this Agreement. The auditing, reporting and certification rights andobligations set forth in this Section 13 shall survive termination of thisAgreement for a period of eighteen months.

(b) Disclosure - If an unauthorized use or disclosure of thedisclosing party’s Confidential Information occurs within therecipient party’s enterprise, the recipient party will immediately
notify the disclosing party or its authorized representative andtake, at recipient party’s expense, all steps which may beavailable to recover such Confidential Information and to prevent
its subsequent unauthorized use or dissemination.
10. TERMINATION – Upon prior written notice to FusionCharts,
Customer may terminate this Agreement without any right to refund, except
as otherwise expressly set forth in this Agreement. If Customer or any of
Customer’s employees, consultants, authorized representatives or
permitted third parties breach any term or condition of this Agreement,
FusionCharts may terminate this Agreement, without judicial oradministrative resolution or obligation to refund. This Agreement willterminate automatically if Customer ceases to do business, becomesinsolvent, goes or is put into receivership or liquidation, passes a resolution
for its winding up (other than for the purpose of reconstruction or
amalgamation) or for any of the foregoing, makes an arrangement for the
benefit of its creditors, enters into bankruptcy, suspension of payments,
moratorium, reorganization or any other proceeding that relates toinsolvency or protection of creditors’ rights or takes or suffers any similaraction in consequence of debt. Upon the termination of this Agreement for
any reason, all rights granted to Customer hereunder will cease, andCustomer will promptly (i) purge the Licensed Software and any related
Updates from all of Customer’s computer systems, storage media andother files, (ii) destroy the Licensed Material and all copies thereof and (iii)
deliver to FusionCharts an affidavit certifying that Customer has complied

FusionCharts, Inc.

14. ENFORCEABILITY – If for any reason a court of competentjurisdiction finds any provision of this Agreement, or portion thereof, to be
unenforceable, void, invalid or illegal, that provision shall be enforced tothe maximum extent permissible so as to effect the intent of the parties,
and the remainder of this Agreement shall continue in full force and effect.
15.

ENTIRE AGREEMENT
(a)

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Customer acknowledges that it has read this Agreement,
understands it and agrees to be bound by its terms. Customer
and FusionCharts further agree that, subject to clause (b) below,
Perpetual SLA Ver. 050124ns

this Agreement, together with all Purchase Orders delivered inconnection herewith and all exhibits, schedules and annexes
hereto, is the complete and exclusive statement of theagreement between Customer and FusionCharts andsupersedes all proposals, oral or written, and all othercommunications between the parties relating to the subject
matter of this Agreement, including any shrink-wrap
agreements, click-wrap agreements or demo or trial agreements
which may accompany the Licensed Material or which may havebeen previously in force between the parties. Subject to clause(b) below, this Agreement may not be amended, modified,
supplemented or altered except by a written agreement that issigned by both parties.

16.

or decompilation of any Evaluation Software. Customer shall notcopy the Evaluation Software, or create or develop any
derivative software based upon the Evaluation Software.
(d)Customer acknowledges that all Evaluation Software incorporates confidential and proprietary information developed or
acquired by or licensed to FusionCharts and that all results oftesting of the Evaluation Software, whether performed by
Customer or another third party, are confidential. In no event will
Customer publish or disclose the results of any testing or
performance specifications of the Evaluation Software without
FusionCharts’ express prior written consent. Customer shall not
remove or deface of any confidentiality or proprietary noticeplaced on the Evaluation Software. The placement of copyrightnotices on Evaluation Software shall not constitute publication orotherwise impair their confidential nature of such information.

(b) UNDER NO CIRCUMSTANCES MAY THE TERMS OF THISAGREEMENT OR ANY FUSIONCHARTS PURCHASEORDER BE AMENDED, MODIFIED, SUPPLEMENTED,ALTERED, SUPERSEDED OR REPLACED BY ANY NONFUSIONCHARTS INVOICE OR NON-FUSIONCHARTSPURCHASE ORDER OR OTHER SIMILAR INSTRUMENT
DELIVERED BY CUSTOMER TO FUSIONCHARTS. EACH
PARTY ACKNOWLEDGES AND AGREES THAT, AS A
CONVENIENCE TO CUSTOMER AND ONLY FORCUSTOMER’S INTERNAL ACCOUNTING PROCEDURES,CUSTOMER MAY DELIVER TO FUSIONCHARTS A
CUSTOMER INVOICE OR CUSTOMER PURCHASE ORDEROR OTHER SIMILAR DOCUMENT FOR ANY TRANSACTIONCONTEMPLATED HEREUNDER AND THAT NO ACTION BYFUSIONCHARTS, INCLUDING FUSIONCHARTS’ DELIVERY
OF ANY LICENSED MATERIALS OR ACCEPTANCE OF
PAYMENT, SHALL BE DEEMED TO BE ACCEPTANCE OFANY OF THE TERMS OR CONDITIONS CONTAINED IN
SUCH CUSTOMER INVOICE OR CUSTOMER PURCHASEORDER OR OTHER SIMILAR INSTRUMENT AND SUCHTERMS AND CONDITIONS SHALL BE VOID AND OF NO
FORCE
OR
EFFECT,UNLESSACCEPTEDBYFUSIONCHARTS PURSUANT TO A WRITTEN INSTRUMENTSIGNED BY BOTH PARTIES.

(e) ALLEVALUATIONSOFTWARE
PROVIDEDBY
FUSIONCHARTS IS DELIVERED "AS IS, WHERE IS" AND
FUSIONCHARTS SPECIFICALLY DISCLAIMS ANY AND ALL
WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULARPURPOSE. FUSIONCHARTS DOES NOT WARRANT THATTHE EVALUATION SOFTWARE WILL OPERATE WITHOUTINTERRUPTION OR BE ERROR FREE.
UNDER NOCIRCUMSTANCESWILLFUSIONCHARTSORITSAUTHORIZED REPRESENTATIVES BE LIABLE FOR ANYCONSEQUENTIAL,
INDIRECT,SPECIAL,
PUNITIVE,
EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE OR WHETHER BASED ON
CLAIMS BY CUSTOMER OR ANY THIRD PARTY, ARISINGOUT OF OR RELATED TO CUSTOMER’S USE OFEVALUATION SOFTWARE.
IN NO EVENT WILL THE
AGGREGATE LIABILITY OF FUSIONCHARTS OR ITSAUTHORIZED REPRESENTATIVES INCURRED IN ANYACTION OR PROCEEDING RELATING TO CUSTOMER’S USE
OF EVALUATION SOFTWARE EXCEED ONE HUNDREDDOLLARS.

TRIAL LICENSE(f)

The Evaluation and the evaluation license granted under thisSection 16 shall automatically terminate immediately upon theearliest of (i) the expiration of the Evaluation Period, (ii) the dateupon which Customer purchases a commercial license for such
Evaluation Software and (iii) the date upon which either party
notifies the other party of its termination of the Evaluation. Upon
expiration of the Evaluation Period or the Evaluation, Customer
shall cease using and shall uninstall and destroy the Evaluation
Software unless Customer has purchased a commercial license
for such Evaluation Software on or prior to such expiration.

(g)

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

(a)

(b)

If Customer has installed Evaluation Software (as defined below)
and Customer is authorized by FusionCharts to evaluate such
Evaluation Software (as defined below), then only the terms andconditions of this Section 16 (including those Sections of thisAgreement incorporated in this Section 16 by reference) will
govern Customer’s temporary use of such Evaluation Software(and no other terms of this Agreement shall apply to Customer
or govern Customer’s use of Evaluation Software) and uponpurchase of a commercial license for such Evaluation Software,
this entire Agreement, exclusive of this Section 16, shall apply to
Customer and govern all use of the Licensed Material.
FusionCharts is the owner and provider of certain proprietary
software and documentation that Customer may request to use,from time to time, on a temporary basis for the sole purpose of
testing and evaluating such software prior to purchasing acommercial license for such software (“Evaluation Software”). All
installation and usage of Evaluation Software by Customer
requires a temporary License Key or trial License Key to beissued by FusionCharts and Customer is only permitted to use
Evaluation Software during the term of the temporary License
Key or trial License Key issued by FusionCharts.

Evaluation Software is provided to Customer solely forevaluation purposes for Customer’s own testing and evaluation
purposes (an “Evaluation”) and upon delivering a temporary
License Key or trial License Key to Customer, FusionCharts
hereby grants Customer a non-transferable, nonexclusive,
limited license to operate and use the Evaluation Software forsuch Evaluation during the period commencing on the date
Customer downloads the Evaluation Software and ending on the
expiration of the temporary License Key or trial License Key(including any extensions thereof authorized by FusionCharts,
the “Evaluation Period”). Customer agrees not to cause or permit
the reverse engineering, disassembly, modification, translation
FusionCharts, Inc.
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17.

MISCELLANEOUS(a)

Customer shall not assign, delegate or otherwise transfer thisAgreement or any of its rights or obligations hereunder to any
other person or entity, whether by contract, merger or by
operation of the law, without FusionCharts’ prior written consent.
In the event of any merger of Customer or a sale of substantiallyall of the assets of Customer in which Customer is not thesurviving entity, Customer may assign or transfer any licenses
granted under this Agreement; provided, that Customer provides
FusionCharts with written notice of such transfer within thirtydays of such merger or sale. Any assignment or delegation inbreach of this Section 17(a) shall be void. This Agreement shallbe binding upon the parties hereto and shall inure to the benefitof the parties hereto and their respective permitted successors
and assigns.

(b)

All notices or approvals required or permitted under thisAgreement must be given in writing and delivered to theappropriate party at the address set forth in this Agreement or in
Perpetual SLA Ver. 050124ns(c)any Purchase Order delivered in connection with thisAgreement.
(c)expenses, including but not limited to reasonable attorneys’
fees, incurred in any collection efforts or legal action.

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

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

(f)

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

(g)

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

(h)

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

Unless otherwise specified herein, the rights and remedies of
FusionCharts set forth in this Agreement are not exclusive andare in addition to any other rights and remedies available to it atlaw or in equity. In the event of Customer’s failure to pay any
fees set forth in this Agreement or any applicable Purchase
Order, FusionCharts shall be entitled to recover its costs and[END OF AGREEMENT]

FusionCharts, Inc.

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Perpetual SLA Ver. 050124ns