end-user license agreement important … license agreement important-read carefully: ... il 60173...

AdminStudio EULA Sept2011 1

END-USER LICENSE AGREEMENT IMPORTANT-READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal contract between you (either (a) an individual user or (b) a business organization (“you”) and Licensor (as designated below) for the Licensor software that accompanies this EULA, including any associated media, printed materials and electronic documentation (the “Software”). By clicking on the “I ACCEPT” button, by opening the package that contains the Software, or by copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA and you represent that you are authorized to enter into this EULA on behalf of your corporate entity (if applicable). If you do not wish to be bound by the terms of this EULA, click the “I DO NOT ACCEPT” button, and do not install, access or use the Software. An original purchaser who has not accepted the terms of this EULA may return the Software to the place of purchase, within 30 days of the date of purchase, for a full refund. As used herein, for users in Japan, “Licensor” means Flexera Software GK, a Godo Kaisha organized under the laws of Japan; for users in Europe, Middle East, or Africa, “Licensor” means Flexera Software Limited, a private company limited by shares and incorporated in England and Wales with company number 6524874; for users in Australia and New Zealand, “Licensor” means Flexera Software Pty Ltd. and for users outside of the countries listed above, “Licensor” means Flexera Software LLC.

EVALUATION SOFTWARE

If you have received the Software for purposes of evaluation, regardless of how labeled, the use of the Software is limited to 21-days (the “Evaluation Period”) and all use will be governed by the terms set forth below. 1. Grant of License. Licensor grants you a limited, personal, internal use, non-exclusive, non-transferable license to use the Software solely to evaluate its suitability for your internal business requirements during the Evaluation Period. Without limiting the foregoing, you may not use the Software during the Evaluation Period to create publicly distributed computer software or for any other commercial purpose. This license may be terminated by Licensor at any time upon notice to you and will automatically terminate, without notice, upon the first to occur of the following: (a) the completion of your evaluation of the Software or (b) the expiration of the Evaluation Period. 2. Limited Use Software. Portions of the full-use version of the Software may be withheld or unusable and use of the Software may require accessing portions of the Software remotely through the Internet. Full use of the Software may be restricted by technological protections.

3. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED ONLY FOR EVALUATION PURPOSES ON AN "AS IS" BASIS. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 4. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS OR DATA, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. In no case will Licensor’s liability for damages hereunder exceed fifty dollars (US $50).

SOFTWARE LICENSE

1. Grant of License. Upon your payment of the fees shown on the invoice and acceptance of this EULA, Licensor grants you a limited, personal, non-exclusive license to install and use the Software on the terms and conditions set forth herein. You may install and use one copy of the Software on a single computer only for your internal business

purposes. You may use the Software only in the language(s) which you select during installation or for which you acquire rights pursuant to a Language Pack. You may not share the Software, except as set forth below.

2. Restrictions on Use of Software. You may not (a)

use or make the Software available for use by others in


any service bureau or similar arrangement; (b)

distribute, sublicense, transfer, or lend the Software

to any third party; or (c) disassemble or reverse

engineer (except in European Union countries, to the

extent allowed by law) the Software. You may copy

the Software for backup/archival purposes, provided

that you include all copyright and similar rights

notices. Licensor (or its licensor) retains all right,

title, and interest in the Software (and in all copies).

Unauthorized copying and modification of the

Software is not permitted. 3. Shared Use on a Single Computer. Subject to the exceptions set forth herein, a copy of the Software installed on a single common machine may be shared for internal use by employees and contractors of your business only, provided that a license has been purchased for each individual user. 4. Redistributable Files. The Software component parts may not be separated for use on more than one computer, except as set forth in this EULA. You may copy the files specifically identified in the printed or electronic documentation as “redistributables” and redistribute such files to your end users (“End Users”) of your Works, provided that: (a) such Works add primary and substantial functionality to the redistributables, (b) all copies of the redistributables must be exact and unmodified; and (c) you grant your End Users a limited, personal, non-exclusive and non-transferable license to use the Redistributables only to the extent required for the permitted operation of the Works and not to distribute them further. You will reproduce with the redistributables all applicable trademark and copyright notices that accompany the Software, but you may not use Licensor’s name, logos or trademarks to market the Works. 5. Limited Warranty and Disclaimer of Warranty. Licensor warrants that the Software, as provided, will substantially perform the functions described in the documentation when operated in the intended environment for a period of ninety (90) days from the date of delivery (the “Warranty Period”). THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensor does not warrant that the Software will (a) achieve specific results, (b) operate without interruption, or (c) be error free. 6. Ownership. This Agreement does not convey to you any rights of ownership in the Software. All right, title, and interest in the Software and in any ideas,

know-how, and programs which are developed by Licensor in the course of providing any technical services, including any enhancements or modifications made to the Software, shall at all times remain the property of Licensor or its licensor. You acknowledge and agree that the Software is licensed, not sold. You shall not permit the Software to be accessed or used by anyone other than your employees whose duties require such access or use. You may not remove, modify or alter any Licensor copyright or trademark notice from any part of the Software, including but not limited to any such notices contained in the physical and/or electronic media or documentation or ‘about’ boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Software. You will not remove or modify Licensor’s proprietary rights notices from any copies of the Software, including archival and back-up copies, if applicable. 7. Transfer of Software. You may not, by operation of law or otherwise, transfer any license rights or other interests in Evaluation Software, or Software labeled “Not for Resale” or “NFR.” You may not, by operation of law or otherwise, transfer any license rights or other interests in any other Software, unless (a) you permanently and wholly transfer all your rights under this EULA; (b) you retain no copies (whole or partial); (c) you permanently and wholly transfer all of the Software (including component parts, media, printed materials, upgrades, prior versions, and authenticity certificates); and (d) the transferee agrees to abide by all the terms of this EULA. Any purported transfer not in accordance with this EULA will be void. 8. Limitation of Remedy and Liability. In the event of any breach of the warranty outlined herein or any other duty owed by Licensor, the entire liability of Licensor and its suppliers, and your exclusive remedy shall be, at Licensor’s option, either, (a) repair or replacement of the defective Software, (b) re-performance of the Maintenance Services or (c) return of the license fees paid for the Software, less depreciation calculated on a straight-line basis over five years. NEITHER LICENSOR NOR ITS LICENSOR, IF ANY, SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGE TO SYSTEMS OR DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID. For Users within Europe, the Middle East or Africa, No person who is not a party to this Agreement shall be


entitled to enforce any terms of the same under the Contracts (Rights of Third Parties) Act 1999. LICENSOR DOES NOT LIMIT OR EXCLUDE ITS

LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED

BY ITS NEGLIGENCE.

9. Maintenance Services. If ordered by you and upon payment of the applicable fee, you are entitled to receive technical support services, including corrections, fixes and enhancements to the Software as such are made generally available (the “Maintenance Services”) from Licensor in accordance with Licensor’s then-current maintenance terms for the applicable maintenance level purchased by you.

Maintenance Services will not include any releases of the Software which Licensor determines to be a separate product or for which Licensor charges its customers extra or separately.

10. Upgrades and Subscription. If the Software is labeled or otherwise identified by Licensor as an “upgrade” or “subscription,” you must be properly licensed to use a product identified by Licensor as being eligible for the upgrade in order to use the Software. Any Software labeled or otherwise identified by Licensor as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for such upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one computer. 11. Dual-Media Software. You may receive the Software in more than one medium. Regardless of the type or size of the medium you receive, you may use only that one medium that is appropriate for your single computer. You may not use or install from the other medium on another computer, including but not limited to portable computers under the exclusive control of the registered developer. You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the Software. 12. U.S. Government Restricted Rights. The Software and Documentation are provided as “Commercial Computer Software” or “restricted computer software”. Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in 48.C.F.R. Section 12.212 or 48 C.F.R 227.2702, as applicable or successor provisions. The manufacturer

is Flexera Software LLC, 1000 E Woodfield Road, Suite 400, Schaumburg, IL 60173 USA. 13. U. S. Export Restrictions. You will fully comply with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders (“Export Controls”). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls (“Restricted Person”). You will not, directly or indirectly, export, re-export, divert, or transfer the Software, any portion thereof or any materials, items or technology relating to Licensor’s business or related technical data or any direct product thereof to any Restricted Person. 14. Termination. Your license may be terminated by Licensor if (a) you fail to make payment and/or (b) you fail to comply with the terms of this Agreement within ten (10) days after receipt of written notice of such failure. In the event of termination, you must cease using the Software, destroy all copies of the Software (including copies in storage media) and certify such destruction to Licensor. This requirement applies to all copies in any form, partial or complete. Upon the effective date of any termination, you relinquish all rights granted under this Agreement. 15. Relationship of Parties. You and Licensor are independent parties. Nothing in this EULA shall be construed as making you an employee, agent or legal representative of Licensor. 16. No Third-Party Beneficiaries. There are no third-party beneficiaries of this EULA. 17. Controlling Law. For users in Japan, this Agreement will be governed by the laws of Japan; for users in Europe, Middle East, or Africa, this Agreement will be governed by the laws of England and Wales and you submit to the jurisdiction of the courts of England and Wales; for Licensees in New Zealand or Australia this Agreement will be governed by the laws of the State of Victoria, Australia; for users outside the countries listed above, this Agreement will be governed by the laws of California, USA, excluding conflicts of law. This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods. 18. Company Name. Licensor may include your company name in a list of Licensor customers. 19. Payment Terms/Shipments. For users in Japan, all fees are in non-refundable Japanese Yen. For users in Europe, Middle East or Africa, all fees are in the currency outlined in the quote/invoice and are non-refundable. For Licensees in New Zealand or Australia, all fees are in non-refundable Australian


Dollars. For users in any region not outlined, all fees are in non-refundable US Dollars. Fees are due within 30-days of the date of the invoice. If you have ordered Maintenance Services you may renew the applicable services for the Software for the next annual period for the amount specified on the original invoice for the Software. All shipments of any media will be FOB Origin. 20. Taxes. All fees do not include taxes. If Licensor is required to pay any sales, use, GST, VAT, or other taxes in connection with your order, other than taxes based on Licensor’s income, such taxes will be billed to and paid by you. You will make all payments of fees to Licensor free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Licensor will be your sole responsibility and consequently the amount of such fees will be increased such that the net fee received by Licensor will be the same as if such withholding

taxes were not imposed, and you will provide Licensor with official receipts issued by the appropriate taxing authority, or such other evidence as the Licensor may reasonably request, to establish that such taxes have been paid. 21. Entire Agreement. This Agreement constitutes the complete and entire understanding and agreement of all terms, conditions and representations between you and Licensor with respect to the Software and may be modified only in writing by both parties. No term or condition contained in your purchase order will apply unless expressly accepted by Licensor in writing. Failure to prosecute a party's rights will not constitute a waiver of any other breach. If any provision of this Agreement is found to be invalid, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full effect. This Agreement has been written in the English language and you waive any rights you may have under the law of your country or province to have this Agreement written in any other language.

FNM EULA (06-2011) 1

ENTERPRISE DEPLOYMENT SUITE

END USER LICENSE AGREEMENT IMPORTANT-READ CAREFULLY: This End-User License Agreement (“Agreement”) is a legal contract between you (either (a) an individual user or (b) a business organization (“Licensee”) and Licensor (as designated below) for Licensor’s Software, as identified on a quote or license certificate, which may include one or more of the following: Security Manager, Patch Manager, OS Deployment Manager, and/or Software Deployment Manager, including any associated libraries (the “Software”), and any media, printed materials and electronic documentation. By clicking on the “I ACCEPT” button, by opening the package that contains the Software, or by copying, downloading, accessing, or otherwise using the Software, Licensee agrees to be bound by the terms of this Agreement and Licensee represents that Licensee is authorized to enter into this Agreement on behalf of Licensee’s corporate entity (if applicable). If Licensee does not wish to be bound by the terms of this Agreement, click the “I DO NOT ACCEPT” button, and/or do not install, access or use the Software. As used herein, for users in Japan, “Licensor” means Flexera Software GK, a Godo Kaisha organized under the laws of Japan; for users in Europe, Middle East, or Africa, “Licensor” means Flexera Software Limited, a private company limited by shares and incorporated in England and Wales with company number 6524874; for users in Australia and New Zealand, “Licensor” means Flexera Software Pty Ltd. and for users outside of the countries listed above, “Licensor” means Flexera Software LLC.

EVALUATION SOFTWARE If Licensee has received the Software for purposes of evaluation, regardless of how labeled, the use of the Software is limited to a specified period of time, as detailed in the email accompanying the download instructions (the “Evaluation Period”) and all use will be governed by the terms set forth below. In the absence of a defined period of time for the evaluation, the Evaluation Period shall be thirty (30) days. 1. Grant of License. Licensor grants Licensee a limited, personal, internal use, non-exclusive, non-transferable license to use the Software solely to evaluate its suitability for Licensee’s internal business requirements during the Evaluation Period. This license may be terminated by Licensor at any time upon notice to Licensee and will automatically terminate, without notice, upon the first to occur of the following: (a) the completion of Licensee’s evaluation of the Software or (b) the expiration of the Evaluation Period. 2. Limited Use Software. Any portion of the full-use version of the Software may be withheld or unusable and use of the Software may require accessing portions of the Software remotely through the Internet. Full use of the Software may be restricted by technological protections. 3. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED ONLY FOR EVALUATION PURPOSES ON AN "AS IS" BASIS. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 4. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS OR DATA, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO CASE WILL LICENSOR’S LIABILITY FOR DAMAGES HEREUNDER EXCEED FIFTY DOLLARS (USD $50).

SOFTWARE LICENSE 1. Grant of License. Upon Licensee’s payment of the fees shown on the invoice and acceptance of this Agreement, Licensor grants Licensee a limited, personal, non-exclusive license to install and use the Software on the terms and conditions outlined below.

EDS EULA (09-2011) 2

2. Scope of License. Licensee may use the elements of the Software licensed on or for the number of Managed Devices, as further specified on the quote or license certificate for the Software. Licensee’s license will continue for so long as Licensee remains in compliance with the terms of this Agreement. Licensee may transfer the license from one device to another only upon retirement of the first device. As used herein, “Managed Device” means any physical or virtual device for which any Management Function is performed, including but not limited to virtual machines, standalone computers, networked computers, computer servers, and handheld computing devices that Software operates with or executes on. A “Management Function” is any function performed by the Software for a device, including but not limited to any of (i) delivering, installing, migrating, updating or repairing any computer program or data file; or (ii) monitoring, tracking, or reporting on the status or history of any software or hardware components; or (iii) license entitlement tracking, license re-harvesting, license optimization, and license retirement.

3. Restrictions on Use of Software. Licensee may not (a) make the Software available for use by others in any

service bureau or similar arrangement; (b) distribute, sublicense, transfer, or lend the Software to any third party; or (c)

disassemble or reverse engineer (except in European Union countries, to the extent allowed by law) the Software.

Licensee may copy the Software solely for backup/archival purposes, provided that Licensee includes all copyright and

similar rights notices. Licensor (or its licensor) retains all right, title, and interest in the Software (and in all copies).

Unauthorized copying and modification of the Software is not permitted.

Licensee acknowledges that the Software may contain license management functionality, including but not limited to

node-locking, user counting, expiring licenses, silent activations (with or without user intervention) and the like.

Licensor asserts that its use of such license management functionality is generally limited to ensuring adherence to its

license agreements/models and not generally for purposes of “self-help.”

The Software contains the User State Migration Tool (“USMT”). USMT is a copyrighted component licensed from

Microsoft. Licensee’s use of this component requires Licensee to have a validly licensed copy of the underlying

Windows operating system. 4. Limited Warranty and Disclaimer of Warranty. Licensor warrants that the Software, as provided, will substantially perform the functions described in the documentation when operated in the intended environment for a period of ninety (90) days from the date of delivery (the “Warranty Period”). THE WARRANTIES ABOVE ARE EXCLUSVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL (A) ACHIEVE SPECIFIC RESULTS, (B) OPERATE WITHOUT INTERRUPTION, OR (C) BE ERROR FREE. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS NOT FAULT TOLERANT. THE SOFTWARE IS NEITHER DESIGNED NOR INTENDED FOR USE IN A SITUATION WHERE THE SOFTWARE’S FAILURE COULD LEAD TO DEATH OR SERIOUS BODILY INJURY OF ANY PERSON, OR TO SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK USE”). LICENSEE IS NOT LICENSED TO USE THE SOFTWARE IN, OR IN CONJUNCTION WITH, HIGH RISK USE. HIGH RISK USE INCLUDES, FOR EXAMPLE: AIRCRAFT OR OTHER METHODS OF HUMAN MASS TRANSPORTATION, NUCLEAR OR CHEMICAL FACILITIES, AND CLASS III MEDICAL DEVICES UNDER THE U.S. FOOD, DRUG, AND COSMETIC ACT. 5. Limitation of Remedy and Liability. During the Warranty Period, in the event of any breach of the warranty outlined in Section 5b above, Licensor’s (and its suppliers), entire liability and Licensee’s exclusive remedy will be, at Licensor’s option, to either repair or replace the defective Software. NEITHER LICENSOR NOR ITS LICENSOR(S), IF ANY, SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGE TO SYSTEMS OR DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES THAT LICENSEE HAS PAID. For Users within Europe, the Middle East or Africa, No person who is not a party to this Agreement shall be entitled to enforce any terms of the same under the Contracts (Rights of Third Parties) Act 1999. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITEATION OR EXCLUSION OF LIABILITY FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTION 4 AND THIS SECTION 5 MAY NOT APPLY TO LICENSEE.

EDS EULA (09-2011) 3

6. Maintenance Services. If ordered by Licensee and upon payment of the applicable fee, Licensee will be entitled to receive technical support services, including corrections, fixes, and enhancements to the Software that may be made generally available (the “maintenance services”) from Licensor in accordance with Licensor’s then-current maintenance terms for the applicable maintenance level purchased by Licensee. Maintenance services will not include any releases of the Software which Licensor determines to be a separate product or for which Licensor charges its customers extra or separately. 7. U.S. Government Restricted Rights. The Software and documentation are provided as “Commercial Computer Software” or “restricted computer software”. Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in 48.C.F.R. Section 12.212 or 48 C.F.R 227.2702, as applicable or successor provisions. The manufacturer is Flexera Software LLC, 1000 East Woodfield Road, Suite 400, Schaumburg, IL 60173 USA. 8. U.S. Export Restrictions. Licensee will fully comply with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders (“Export Controls”). Licensee warrants that Licensee is not a person, company or destination restricted or prohibited by Export Controls (“Restricted Person”). Licensee will not, directly or indirectly, export, re-export, divert, or transfer the Software, any portion thereof or any materials, items or technology relating to Licensor’s business or related technical data or any direct product thereof to any Restricted Person. 9. Termination. Licensee’s license may be terminated by Licensor if (a) Licensee fails to make payment and/or (b) Licensee fails to comply with the terms of this Agreement within ten (10) days after receipt of written notice of such failure. In the event of termination, Licensee must cease using the Software, destroy all copies of the Software (including copies in storage media) and certify such destruction to Licensor. This requirement applies to all copies in any form, partial or complete. Upon the effective date of any termination, Licensee relinquishes all rights granted under this Agreement. 10. Relationship of Parties. Licensee and Licensor are independent parties. Nothing in this Agreement shall be construed as making Licensee an employee, agent or legal representative of Licensor. 11. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement. 12. Controlling Law. For Licensees in Japan, this Agreement will be governed by the laws of Japan; for Licensees in Europe, Middle East, or Africa, this Agreement will be governed by the laws of England and Wales and Licensee submit to the jurisdiction of the courts of England and Wales; for Licensees in New Zealand or Australia this Agreement will be governed by the laws of the State of Victoria, Australia; for Licensees outside the countries listed above, this Agreement will be governed by the laws of California, USA, excluding conflicts of law. This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods. 13. Company Name. Licensor may include Licensee’s company name in a list of Licensor customers. 14. Payment Terms/Shipments. For Licensees in Japan, all fees are in non-refundable Japanese Yen. For Licensees in Europe, Middle East or Africa, all fees are in the currency outlined in the quote/invoice and are non-refundable. For Licensees in Australia, all fees are in non-refundable Australian Dollars. For Licensees in New Zealand or Australia, all fees are in non-refundable Australian Dollars. For Licensees in any region not listed above, all fees are in non-refundable US Dollars. Fees are due within 30 days of the date of the invoice. If Licensee has ordered Maintenance services Licensee may renew the applicable services for the Software for the next annual period for the amount specified on the original invoice for the Software. The software will be delivered electronically. Any physical shipments of media will be FOB Origin. 15. Taxes. All fees are exclusive of taxes. If Licensor is required to pay any sales, use, GST, VAT, or other taxes in connection with Licensee’s order, other than taxes based on Licensor’s income, such taxes will be billed to and paid by Licensee.

EDS EULA (09-2011) 4

Licensee will make all payments of fees to Licensor free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Licensor will be Licensee’s sole responsibility and consequently the amount of such fees will be increased such that the net fee received by Licensor will be the same as if such withholding taxes were not imposed, and Licensee will provide Licensor with official receipts issued by the appropriate taxing authority, or such other evidence as the Licensor may reasonably request, to establish that such taxes have been paid. 16. Verification/Audits. On Licensor’s reasonable request, Licensee will furnish Licensor with a signed statement confirming whether the Software is being used by Licensee in accordance with this Agreement. Further, during the term of this Agreement and for one (1) year thereafter, Licensor may, upon five (5) business days advance written notice to Licensee, audit Licensee for the purpose of verifying Licensee’s compliance with this Agreement. Licensee understands and agrees that the audit may take place in person or Licensor may use technological means to perform such audit. Licensee agrees to provide Licensor with all reasonable assistance required hereunder. 17. Usage Data. Licensee understands that Licensor may utilize technology which gathers information about Managed Devices and Licensee’s computer systems, however, such data is used solely for the purpose of Management Functions, understanding machine types and other system-oriented information. 18. Entire Agreement. This Agreement constitutes the complete and entire understanding and agreement of all terms, conditions and representations between Licensee and Licensor with respect to the Software and may be modified only in writing by both parties. No term or condition contained in Licensee’s purchase order will apply unless expressly accepted by Licensor in writing. Failure to prosecute a party's rights will not constitute a waiver of any other breach. If any provision of this Agreement is found to be invalid, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full effect. This Agreement has been written in the English language and Licensee waives any rights Licensee may have under the law of Licensee’s country or province to have this Agreement written in any other language.

FNM EULA (09-2011) 1

FLEXNET MANAGER

END USER LICENSE AGREEMENT IMPORTANT-READ CAREFULLY: This End-User License Agreement (“Agreement”) is a legal contract between you (either (a) an individual user or (b) a business organization (“Licensee”) and Licensor (as designated below) for Licensor’s Software, as identified on a quote or license certificate, which may include one or more of the following: FlexNet Manager Platform, FlexNet Manager for Microsoft, FlexNet Manager for Adobe, FlexNet Manager for Symantec, FlexNet Manager for IBM, and/or Workflow Manager, including any associated libraries (the “Software”), and any media, printed materials and electronic documentation. By clicking on the “I ACCEPT” button, by opening the package that contains the Software, or by copying, downloading, accessing, or otherwise using the Software, Licensee agrees to be bound by the terms of this Agreement and Licensee represents that Licensee is authorized to enter into this Agreement on behalf of Licensee’s corporate entity (if applicable). If Licensee does not wish to be bound by the terms of this Agreement, click the “I DO NOT ACCEPT” button, and/or do not install, access or use the Software. As used herein, for users in Japan, “Licensor” means Flexera Software GK, a Godo Kaisha organized under the laws of Japan; for users in Europe, Middle East, or Africa, “Licensor” means Flexera Software Limited, a private company limited by shares and incorporated in England and Wales with company number 6524874; for users in Australia and New Zealand, “Licensor” means Flexera Software Pty Ltd. and for users outside of the countries listed above, “Licensor” means Flexera Software LLC.

EVALUATION SOFTWARE If Licensee has received the Software for purposes of evaluation, regardless of how labeled, the use of the Software is limited to a specified period of time, as detailed in the email accompanying the download instructions (the “Evaluation Period”) and all use will be governed by the terms set forth below. In the absence of a defined period of time for the evaluation, the Evaluation Period shall be thirty (30) days. 1. Grant of License. Licensor grants Licensee a limited, personal, internal use, non-exclusive, non-transferable license to use the Software solely to evaluate its suitability for Licensee’s internal business requirements during the Evaluation Period. This license may be terminated by Licensor at any time upon notice to Licensee and will automatically terminate, without notice, upon the first to occur of the following: (a) the completion of Licensee’s evaluation of the Software or (b) the expiration of the Evaluation Period. 2. Limited Use Software. Any portion of the full-use version of the Software may be withheld or unusable and use of the Software may require accessing portions of the Software remotely through the Internet. Full use of the Software may be restricted by technological protections. 3. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED ONLY FOR EVALUATION PURPOSES ON AN "AS IS" BASIS. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 4. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS OR DATA, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO CASE WILL LICENSOR’S LIABILITY FOR DAMAGES HEREUNDER EXCEED FIFTY DOLLARS (USD $50).

SOFTWARE LICENSE 1. Grant of License. Upon Licensee’s payment of the fees shown on the invoice and acceptance of this Agreement, Licensor grants Licensee a limited, personal, non-exclusive license to install and use the Software on the terms and conditions outlined below.

FNM EULA 10Jan12 2

2. Scope of License. Licensee may use the elements of the Software licensed on or for the number of Managed Devices, as further specified on the quote or license certificate for the Software. Licensee’s license will continue for so long as Licensee remains in compliance with the terms of this Agreement. Licensee may transfer the license from one device to another only upon retirement of the first device. As used herein, “Managed Device” means any physical or virtual device for which any Management Function is performed, including but not limited to virtual machines, standalone computers, networked computers, computer servers, and handheld computing devices that Software operates with or executes on. A “Management Function” is any function performed by the Software for a device, including but not limited to any of (i) delivering, installing, migrating, updating or repairing any computer program or data file; or (ii) monitoring, tracking, or reporting on the status or history of any software or hardware components; or (iii) license entitlement tracking, license re-harvesting, license optimization, and license retirement.

3. Restrictions on Use of Software. Licensee may not (a) make the Software available for use by others in any

service bureau or similar arrangement; (b) distribute, sublicense, transfer, or lend the Software to any third party; or (c)

disassemble or reverse engineer (except in European Union countries, to the extent allowed by law) the Software.

Licensee may copy the Software solely for backup/archival purposes, provided that Licensee includes all copyright and

similar rights notices. Licensor (or its licensor) retains all right, title, and interest in the Software (and in all copies).


Licensee acknowledges that the Software may contain license management functionality, including but not limited to

node-locking, user counting, expiring licenses, silent activations (with or without user intervention) and the like.

Licensor asserts that its use of such license management functionality is generally limited to ensuring adherence to its

license agreements/models and not generally for purposes of “self-help.”

4. IBM Cognos. You have the rights to use the following IBM Cognos programs embedded within the Software solely in conjunction with FlexNet Manager Platform, FlexNet Manager for Microsoft, FlexNet Manager for Adobe, FlexNet Manager for Symantec, or FlexNet Manager for IBM: Business Intelligence Advanced Business Author, Business Intelligence Professional Author, Business Intelligence Web Administrator, and Business Intelligence Enhanced Consumer. In addition to your obligations hereunder, you shall also comply with the terms and conditions contained at http://kb.flexerasoftware.com/selfservice/microsites/search.do?cmd=displayKC&docType=kc&externalId=Q203636. 5. Limited Warranty and Disclaimer of Warranty. Licensor warrants that the Software, as provided, will substantially perform the functions described in the documentation when operated in the intended environment for a period of ninety (90) days from the date of delivery (the “Warranty Period”). THE WARRANTIES ABOVE ARE EXCLUSVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL (A) ACHIEVE SPECIFIC RESULTS, (B) OPERATE WITHOUT INTERRUPTION, OR (C) BE ERROR FREE. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS NOT FAULT TOLERANT. THE SOFTWARE IS NEITHER DESIGNED NOR INTENDED FOR USE IN A SITUATION WHERE THE SOFTWARE’S FAILURE COULD LEAD TO DEATH OR SERIOUS BODILY INJURY OF ANY PERSON, OR TO SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK USE”). LICENSEE IS NOT LICENSED TO USE THE SOFTWARE IN, OR IN CONJUNCTION WITH, HIGH RISK USE. HIGH RISK USE INCLUDES, FOR EXAMPLE: AIRCRAFT OR OTHER METHODS OF HUMAN MASS TRANSPORTATION, NUCLEAR OR CHEMICAL FACILITIES, AND CLASS III MEDICAL DEVICES UNDER THE U.S. FOOD, DRUG, AND COSMETIC ACT. 6. Limitation of Remedy and Liability. During the Warranty Period, in the event of any breach of the warranty outlined in Section 5b above, Licensor’s (and its suppliers), entire liability and Licensee’s exclusive remedy will be, at Licensor’s option, to either repair or replace the defective Software. NEITHER LICENSOR NOR ITS LICENSOR(S), IF ANY, SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGE TO SYSTEMS OR DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES THAT LICENSEE HAS PAID. For Users within Europe, the Middle East or Africa, No person who is not a party to this Agreement shall be entitled to enforce any terms of the same under the Contracts (Rights of Third Parties) Act 1999.

http://kb.flexerasoftware.com/selfservice/microsites/search.do?cmd=displayKC&docType=kc&externalId=Q203636

FNM EULA 10Jan12 3

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITEATION OR EXCLUSION OF LIABILITY FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTION 4 AND THIS SECTION 5 MAY NOT APPLY TO LICENSEE. 7. Maintenance Services. If ordered by Licensee and upon payment of the applicable fee, Licensee will be entitled to receive technical support services, including corrections, fixes, and enhancements to the Software that may be made generally available (the “maintenance services”) from Licensor in accordance with Licensor’s then-current maintenance terms for the applicable maintenance level purchased by Licensee. Maintenance services will not include any releases of the Software which Licensor determines to be a separate product or for which Licensor charges its customers extra or separately. 8. U.S. Government Restricted Rights. The Software and documentation are provided as “Commercial Computer Software” or “restricted computer software”. Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in 48.C.F.R. Section 12.212 or 48 C.F.R 227.2702, as applicable or successor provisions. The manufacturer is Flexera Software LLC, 1000 East Woodfield Road, Suite 400, Schaumburg, IL 60173 USA. 9. U.S. Export Restrictions. Licensee will fully comply with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders (“Export Controls”). Licensee warrants that Licensee is not a person, company or destination restricted or prohibited by Export Controls (“Restricted Person”). Licensee will not, directly or indirectly, export, re-export, divert, or transfer the Software, any portion thereof or any materials, items or technology relating to Licensor’s business or related technical data or any direct product thereof to any Restricted Person. 10. Termination. Licensee’s license may be terminated by Licensor if (a) Licensee fails to make payment and/or (b) Licensee fails to comply with the terms of this Agreement within ten (10) days after receipt of written notice of such failure. In the event of termination, Licensee must cease using the Software, destroy all copies of the Software (including copies in storage media) and certify such destruction to Licensor. This requirement applies to all copies in any form, partial or complete. Upon the effective date of any termination, Licensee relinquishes all rights granted under this Agreement. 11. Relationship of Parties. Licensee and Licensor are independent parties. Nothing in this Agreement shall be construed as making Licensee an employee, agent or legal representative of Licensor. 12. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement. 13. Controlling Law. For Licensees in Japan, this Agreement will be governed by the laws of Japan; for Licensees in Europe, Middle East, or Africa, this Agreement will be governed by the laws of England and Wales and Licensee submits to the jurisdiction of the courts of England and Wales; for Licensees in New Zealand or Australia this Agreement will be governed by the laws of the State of Victoria, Australia; for Licensees outside the countries listed above, this Agreement will be governed by the laws of California, USA, excluding conflicts of law. This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods. 14. Company Name. Licensor may include Licensee’s company name in a list of Licensor customers. 15. Payment Terms/Shipments. For Licensees in Japan, all fees are in non-refundable Japanese Yen. For Licensees in Europe, Middle East or Africa, all fees are in the currency outlined in the quote/invoice and are non-refundable. For Licensees in New Zealand or Australia, all fees are in non-refundable Australian Dollars. For Licensees in any region not listed above, all fees are in non-refundable US Dollars. Fees are due within 30 days of the date of the invoice. If Licensee has ordered Maintenance services Licensee may renew the applicable services for the Software for the next annual period for the amount specified on the original invoice for the Software. The software will be delivered electronically. Any physical shipments of media will be FOB Origin.

FNM EULA 10Jan12 4

16. Taxes. All fees are exclusive of taxes. If Licensor is required to pay any sales, use, GST, VAT, or other taxes in connection with Licensee’s order, other than taxes based on Licensor’s income, such taxes will be billed to and paid by Licensee. Licensee will make all payments of fees to Licensor free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Licensor will be Licensee’s sole responsibility and consequently the amount of such fees will be increased such that the net fee received by Licensor will be the same as if such withholding taxes were not imposed, and Licensee will provide Licensor with official receipts issued by the appropriate taxing authority, or such other evidence as the Licensor may reasonably request, to establish that such taxes have been paid. 17. Verification/Audits. On Licensor’s reasonable request, Licensee will furnish Licensor with a signed statement confirming whether the Software is being used by Licensee in accordance with this Agreement. Further, during the term of this Agreement and for one (1) year thereafter, Licensor may, upon five (5) business days advance written notice to Licensee, audit Licensee for the purpose of verifying Licensee’s compliance with this Agreement. Licensee understands and agrees that the audit may take place in person or Licensor may use technological means to perform such audit. Licensee agrees to provide Licensor with all reasonable assistance required hereunder. 18. Usage Data. Licensee understands that Licensor may utilize technology which gathers information about Managed Devices and Licensee’s computer systems, however, such data is used solely for the purpose of Management Functions, understanding machine types and other system-oriented information. 19. Entire Agreement. This Agreement constitutes the complete and entire understanding and agreement of all terms, conditions and representations between Licensee and Licensor with respect to the Software and may be modified only in writing by both parties. No term or condition contained in Licensee’s purchase order will apply unless expressly accepted by Licensor in writing. Failure to prosecute a party's rights will not constitute a waiver of any other breach. If any provision of this Agreement is found to be invalid, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full effect. This Agreement has been written in the English language and Licensee waives any rights Licensee may have under the law of Licensee’s country or province to have this Agreement written in any other language.

FlexNet Manager for Engineering Applications/FlexWrap 1

FlexNet Manager for Engineering Applications and FlexWrap Agreement

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD NOT

DOWNLOAD THE SOFTWARE ONTO YOUR COMPUTER. LOADING OF THE SOFTWARE ONTO A COMPUTER

INDICATES YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS

As used herein, for users in Japan, “Licensor” means Flexera Software GK, a Godo Kaisha organized under the laws of Japan; for users in

Europe, Middle East, or Africa, “Licensor” means Flexera Software Limited, a private company limited by shares and incorporated in England

and Wales with company number 6524874; for users in Australia and New Zealand, “Licensor” means Flexera Software Pty Ltd. and for users

outside of the countries listed above, “Licensor” means Flexera Software LLC.

A. SOFTWARE DESCRIPTION

Software License. Licensor hereby grants to you a nonexclusive, nontransferable license to use the FlexNet Manager for Engineering

Applications, and/or the FlexWrap software (and related documentation) indicated on the license certificate (the “Software”) for your own

internal purposes. You are acquiring either an Annual License or a Perpetual License for the Software. The license type will also be indicated on

the license certificate. You may copy the Software for backup/archival purposes, provided that you include all copyright and similar rights

notices. Licensor (or its licensor) retains all right, title, and interest in the Software (and in all copies).

THE SUBSECTIONS BELOW APPLY ONLY TO THOSE PORTIONS OF THE SOFTWARE FOR WHICH YOU HAVE

ACQUIRED A LICENSE.

1. FlexNet Manager Administration Module. Each license for the FlexNet Manager Administration Module permits the management and

administration of license servers associated with the licensed number of end users within your organization who access the software application

identified by a distinct vendor daemon name(s) (“Vendor Daemon”). The FlexNet Manager Server software may be installed on a single named

server identified by a district processor number (“HostID”). A set of redundant servers is considered a “single named server” for purposes of this

license. The FlexNet Agent software may be installed and used on an unlimited number of processors within your organization.

2. FlexNet Manager Reporting Module. Each license for the FlexNet Manager Reporting Module permits the processing of reports

associated the licensed number of end users within your organization who access the software applications identified by a distinct vendor daemon

name(s) (“Vendor Daemon”). The software may be installed on a single named server identified by a distinct processor number (“HostID”). A

set of redundant servers is considered a “single named server” for purposes of this license. The FlexNet Agent software may be installed and

used on an unlimited number of processors within your organization.

3. FlexNet Manager Investment Planner. Each license for the FlexNet Manager Investment Planner Module permits the administration

and processing of reports associated the licensed number of end users within your organization who access the software applications identified by

additional product, chargeback, contract reporting, and planning analysis capability. The FlexNet Manager Investment Planner Module is

deployed within FlexNet Manager and enabled with new license increment lines when purchased.

4. FlexNet Manager ReportLog Reader. Each license for the FlexNet Manager LUM Reporting and Common ReportLog Reader modules

permits the processing of reports associated non-FlexEnabled Report log reading and reporting associated with the licensed number of end users

within your organization who access the software application identified by a distinct vendor daemon name(s) (“Vendor Daemon”). The FlexNet

Manager LUM Reporting and Common ReportLog Reader Modules are deployed within FlexNet Manager and enabled with new license

increment lines when purchased.

5. FlexWrap. Each license for FlexWrap permits the “wrapping” of an unlimited number of internally used applications to provide FlexNet

licensing capabilities for such applications and a license server to manage license check-in and check-out of these applications. FlexWrap

provides application usage management and optional enforcement of concurrent limits on application usage. The license server may be installed

on a single named server identified by a distinct server identification (“HostID”). A set of redundant servers is considered a “single named

server” for purposes of this license. This license does not permit applications to be wrapped and distributed externally to any other parties.

FlexWrap may be used by the total number of FlexWrap Authors within your organization, and only if that total number of FlexWrap Authors

does not exceed the License Level set forth in the applicable Order Schedule. For purposes of clarity, a FlexWrap Author license may not be used

by more than one individual. For purposes of this Agreement, a FlexWrap Author means an individual within your organization who accesses the

FlexWrap application for preparing internal software applications to have FlexNet licensing capabilities that includes, but is not limited to

optional enforcement of concurrent limits on application usage. For purposes of certification as set forth in this Agreement, the number of

FlexWrap Authors includes all FlexWrap Authors who accessed FlexWrap at any point during the previous year.

6. LMScan Tool. The “lmscan” tool is provided with the FlexNet Manager for Engineering Applications software product at no additional

charge. The tool allows you to scan and discover Flex license server(s) and Vendor Daemons on your network; you may only use the tool to

discover information for FlexNet Manager for Engineering Applications and may not be used with any other third party reporting products in any

manner whatsoever.

7. IBM Cognos. You have the rights to use the following IBM Cognos programs embedded within the Software solely in conjunction with

FlexNet Manager for Engineering Applications: Business Intelligence Advanced Business Author, Business Intelligence Professional Author,

Business Intelligence Web Administrator, and Business Intelligence Enhanced Consumer. In addition to your obligations hereunder, you shall

also comply with the terms and conditions contained at:

http://kb.flexerasoftware.com/selfservice/microsites/search.do?cmd=displayKC&docType=kc&externalId=Q203636.

http://kb.flexerasoftware.com/selfservice/microsites/search.do?cmd=displayKC&docType=kc&externalId=Q203636


8. Order Schedule. An order document specifying the Software to be purchased by you pursuant to this Agreement. A purchase order

referencing a quote is considered an Order Schedule for purposes of this Agreement.

9. Subscription Period. A fixed period of time applicable to a subscription license set forth in an applicable Order Schedule for which

Licensee is licensed to use the Software.

10. Grace Period. The period applicable for Licensee’s certification of its compliance with its License Level, which shall be within thirty (30)

days (i) for perpetual licenses, before or after the end of Licensee’s fiscal year or (ii) for subscription licenses, of the anniversary date of the

applicable license.

B. LICENSE TYPES

You are acquiring either a limited term license for the Software, which can be renewed on an annual basis as described in B.1. below (the

“Annual License”); or a license for the Software with an unlimited term as described in B.2. below (the “Perpetual License”).

1. Annual License. If you have an Annual License, Licensor grants you the right to use the Software for a period of twelve (12) months

from the date indicated on the license certificate (the “Annual Term”). At or prior to the end of the Annual Term, you will notify Licensor of

your intent to (a) renew the Annual License, or (b) discontinue use of the Software. The designated HostID may be changed only once during the

Annual Term without additional cost to you. An administrative fee will be due for extra HostID changes. The Vendor Daemon(s) may be

changed only at the time of Annual License renewal.

(a) Renewal. Upon payment of a renewal fee for the Annual License, your right to use of the Software will be extended for an additional Annual

Term.

(b) Termination of Annual License. If you notify Licensor that you wish to discontinue use of the Software, or if you fail to notify Licensor

regarding renewal, the Annual License will expire and will terminate thirty (30) days after the end of the Annual Term.

2. Perpetual License. If you have a Perpetual License, Licensor grants you the right to use the Software, provided that you adhere to the

terms of this Agreement up to the quantities shown on your license certificate. If you exceed usage on the license certificate you will be required

to pay an upgrade fee. Upon your payment of the applicable maintenance fee outlined on the quote or invoice, Licensor will provide maintenance

and support services for each Perpetual License for a period of twelve (12) months from the date indicated on the license certificate (the

“Support Period”). The purchase of maintenance services for one Support Period for each Perpetual License is required for the first year. For

the next Support Period, you may renew the maintenance service by paying a fee equal to the maintenance charged for the initial Support Period.

In the event that you elect to not renew the maintenance services for any given period of time, you may reinstate the Support/Update services by

paying an amount equal to 150% of the lapsed maintenance services, plus one-year going forward.

The designated HostID may be changed only once during the Support Period without additional cost to you. An administrative fee may be due

for extra HostID changes. The Vendor Daemon(s) may not be changed under a Perpetual License, unless the underlying vendor changes the

Vendor Daemon.

3. Subscription License. You may use Software licensed on a subscription basis for the applicable Subscription Period. Subscription license

fees include Support and Maintenance for the duration of the Subscription Period. For multi-year Subscription Periods, you must provide, within

the Grace Period, a written certification of your compliance with the applicable License Level (including usage of affiliates and contractors) for

the previous year. If your usage of the Software exceeded the License Level, you must either (i) upgrade your license by paying to Licensor a

supplemental fee; or (ii) discontinue use of the Software. If you fail to certify your usage, fail to pay any applicable supplemental fee, fail to

discontinue use of the Software if not upgrading your license, or intentionally misrepresent your usage, the subscription license will expire and

automatically terminate thirty (30) days after the end of the Grace Period. You may renew subscription licenses at Licensor’s then-current

license fees for additional subscription periods by providing written notice of renewal together with a written certification of your level of usage

of the Software during the Subscription Period to Licensor at least thirty (30) days prior to the end of the then-current Subscription Period. If

your usage of the Software exceeded the applicable License Level, the license renewal shall be subject to a supplemental fee based on your

usage. If you notify Licensor that you wish to discontinue use of the Software, do not provide written notice to Licensor of renewal, fail to certify

your usage or intentionally misrepresent your usage, the license will expire and will automatically terminate at the end of the then-current

Subscription Period.

C. GENERAL TERMS

THE FOLLOWING PROVISIONS APPLY TO ALL SOFTWARE LICENSES:

1. License Restrictions. You may not (a) make the Software available for use by others in any service bureau or similar arrangement; (b)

distribute, sublicense, transfer, or lend the Software to any third party; or (c) disassemble or reverse engineer (except in European Union

countries, to the extent allowed by law) the Software or (d) download or use Vendor Daemons for which you have not paid a license fee.


2. Maintenance Services. Upon payment of each Annual License fee (or upon payment of the maintenance fee for a Perpetual License, if

applicable), you are entitled to receive the following maintenance services for a designated support contact: (a) remote inquiry (telephone, fax, e-


mail) support, and (b) any new release of the Software which Licensor makes generally available to its licensees during the Annual Term (or

during the Support Period, if applicable).

3. Limited Warranty and Disclaimer of Warranty. Licensor warrants that it has the right and authority to grant the rights described in

this Agreement. Licensor further warrants that the Software, as provided, will substantially perform the functions described in the documentation

when operated in the intended environment for a period of ninety (90) days from the date of delivery (the “Warranty Period”).

THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LICENSOR

EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensor

does not warrant that the Software will (a) achieve specific results, (b) operate without interruption, or (c) be error free.

4. Limitation of Liability. If you report a problem in the Software within the Warranty Period, Licensor will, at its option, undertake to

correct the problem or provide a reasonable workaround.

NEITHER LICENSOR NOR ITS LICENSOR, IF ANY, SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR

CONSEQUENTIAL DAMAGES, OR FOR DAMAGE TO SYSTEMS OR DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE

AMOUNT OF LICENSE FEES THAT YOU HAVE PAID.

For Users within Europe, the Middle East or Africa, No person who is not a party to this Agreement shall be entitled to enforce any terms of the same under the Contracts (Rights of Third Parties) Act 1999.

LICENSOR DOES NOT LIMIT OR EXCLUDE ITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS

NEGLIGENCE.

5. Termination. In addition to the termination provisions described in Item B.1.b. above (if applicable), your license may be terminated if

you fail to make payment or if you fail to comply with the terms of this Agreement within ten (10) days after receipt of written notice of such

failure. In the event of termination, you must cease using the Software, destroy all copies of the Software (including copies in storage media) and

certify such destruction to Licensor. This requirement applies to all copies in any form, partial or complete. Upon the effective date of any

termination, you relinquish all rights granted under this Agreement.

6. Company Name. Licensor may include your company name in a list of Licensor customers.

7. Export Law Assurances. None of the Software or underlying information or technology may be downloaded or otherwise exported or

reexported (i) into (or to a national or resident of) Iran, Iraq, Libya, Serbia, Sudan, North Korea, Cuba, or into any country to which the United

States has embargoed goods, or (ii) to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or on the U.S.

Commerce Department's Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are

representing and warranting that you are not located in, under the control of, or a national or resident of any such country, or on any such list.

8. Verification/Audits. On Licensor’s reasonable request, you will furnish Licensor with a signed statement confirming whether the Software

is being used by you in accordance with this Agreement and if requested, you will run and provide Licensor with the “unique user report” that is

available as part of the Software. Further during the term of this Agreement and for one (1) year thereafter, Licensor may, upon five (5) business

days advance written notice to you, audit you for the purpose of verifying your compliance with this Agreement. You understand and agree that

the audit may take place in person or Licensor may use technological means to perform such audit. You agree to provide Licensor will all

reasonable assistance required hereunder.

9. General Terms. This agreement supersedes all prior representations and proposals and it is intended to be the complete agreement

between us concerning your license for the Software. It may be modified only in writing by both parties. You may not assign or transfer this

license. Failure to prosecute a party's rights will not constitute a waiver of any other breach.

For users in Japan, all fees are in non-refundable Japanese Yen. For users in Europe, Middle East or Africa, all fees are in the currency outlined

in the quote/invoice and are non-refundable. For users in New Zealand or Australia, all fees are in non-refundable Australian Dollars. For users

in any region not outlined, all fees are in non-refundable US Dollars. Fees are due within 30-days of the date of the invoice.

All fees do not include taxes. If Licensor is required to pay any sales, use, GST, VAT, or other taxes in connection with your order, other than

taxes based on Licensor’s income, such taxes will be billed to and paid by you.

You will make all payments of fees to Licensor free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on

payments of fees to Licensor will be your sole responsibility and consequently the amount of such fees will be increased such that the net fee

received by Licensor will be the same as if such withholding taxes were not imposed, and you will provide Licensor with official receipts issued

by the appropriate taxing authority, or such other evidence as the Licensor may reasonably request, to establish that such taxes have been paid. For Users in a U.S. Government Agency: The Software is provided as “Commercial Computer Software” or “restricted computer software”. Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in 48.C.F.R. Section 12.212 or 48 C.F.R 227.2702, as applicable or successor provisions. The manufacturer is Flexera Software LLC, 1000 East Woodfield Road, Ste 400, Schaumburg, IL 60173.


For users in Japan, this Agreement will be governed by the laws of Japan; for users in Europe, Middle East, or Africa, this Agreement will be

governed by the laws of England and Wales and you submit to the jurisdiction of the courts of England and Wales; for users in New Zealand or

Australia this Agreement will be governed by the laws of the State of Victoria, Australia; for users outside the countries listed above, this

Agreement will be governed by the laws of California, USA, excluding conflicts of law. This Agreement is not subject to the United Nations

Convention on Contracts for the Sale of Goods.

This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods.

If any provision of this Agreement is found to be invalid, it will be enforced to the extent permissible and the remainder of this Agreement will

remain in full effect. No term or condition contained in your purchase order will apply unless expressly accepted by Licensor in writing. This

Agreement has been written in the English language. You waive any rights you may have under the law of your country or province to have this

Agreement written in any other language.

END-USER LICENSE AGREEMENT -- InstallShield® IMPORTANT-READ CAREFULLY: This End-User License Agreement (“Agreement”) is a legal contract between you (either (a) an individual user or (b) a business organization (“you”) and Licensor (as designated below) for the InstallShield software, including any associated media, printed materials and electronic documentation (the “Software”). By clicking on the “I ACCEPT” button, by opening the package that contains the Software, or by copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this Agreement and you represent that you are authorized to enter into this Agreement on behalf of your corporate entity (if applicable). If you do not wish to be bound by the terms of this Agreement, click the “I DO NOT ACCEPT” button, and do not install, access or use the Software. An original purchaser who has not accepted the terms of this Agreement may return the Software to the place of purchase, within 30 days of the date of purchase, for a full refund. As used herein, for users in Japan, “Licensor” means Flexera Software GK, a Godo Kaisha organized under the laws of Japan; for users in Europe, Middle East, or Africa, “Licensor” means Flexera Software Limited, a private company limited by shares and incorporated in England and Wales with company number 6524874; for users in Australia and New Zealand, “Licensor” means Flexera Software Pty Ltd. and for users outside of the countries listed above, “Licensor” means Flexera Software LLC.

EVALUATION SOFTWARE The use of the Evaluation Software will be governed by the terms set forth below. If you have received the Software for purposes of evaluation, regardless of how labeled, the use of the Software is limited to a specified period of time, as detailed in the email accompanying the download instructions (the “Evaluation Period. 1. Grant of License. Licensor grants you a limited, personal, internal use, non-exclusive, non-transferable

license to use the Software solely to evaluate its suitability for your internal business requirements during the Evaluation Period. Without limiting the foregoing, you may not use the Software during the Evaluation Period to create publicly distributed computer software or for any other purpose. This license may be terminated by Licensor at any time upon notice to you and will automatically terminate, without notice, upon the first to occur of the following: (a) the completion of your evaluation of the Software or (b) the expiration of the Evaluation Period.

2. Limited Use Software. Portions of the full-use version of the Software may be withheld or unusable and use

of the Software may require accessing portions of the Software remotely through the Internet. Full use of the Software may be restricted by technological protections.

3. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED ONLY FOR EVALUATION PURPOSES ON AN "AS IS" BASIS. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 4. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS OR DATA, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO CASE WILL LICENSOR’S LIABILITY FOR DAMAGES HEREUNDER EXCEED FIFTY DOLLARS (US $50).

LIMITED EDITION SOFTWARE FOR VISUAL STUDIO

The use of the Limited Edition Software for Visual Studio will be governed by the terms set forth below. You may only register for a single copy of the Limited Edition Software.

1. Grant of License. The Limited Edition Software for Visual Studio is a functionally limited version of the

InstallShield software and is intended specifically for use with Visual Studio, Licensor grants you a limited, personal, non-exclusive, non-transferable license to use the Software solely for your internal business requirements. Licensor grants you the right to install and use the software on a single computer to be used exclusively with Visual Studio and up to two (2) additional copies for use within a Team Foundation Server environment.

2. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED ONLY ON AN "AS IS" BASIS. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS OR DATA, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO CASE WILL LICENSOR’S LIABILITY FOR DAMAGES HEREUNDER EXCEED FIFTY DOLLARS (US $50).

ALL OTHER EDITIONS OF SOFTWARE

The use of all other editions of the Software will be governed by the terms set forth below.

1. Grant of License. Upon your payment of the fees shown on the invoice and acceptance of this Agreement, Licensor grants you a limited, personal, non-exclusive license to install and use the Software on the terms and conditions set forth herein.

a. Node-Locked Licenses: If you have licensed under the node-locked model, your license grant is as follows.

You may install and use one copy of the Software on a single computer either physically installed or on a

virtual image on that computer only for your internal business purposes. A node-locked license is limited to

use by a single individual on a single computer or virtual image; sharing of node-locked licenses between

individuals sharing a computer is not allowed, unless each individual accessing or using the Software has

acquired a license for the Software. For the avoidance of doubt, a license is required for each individual

user of the Software on a computer, even if such user is logging into a common or shared account.

Copying a virtual image for the purposes of using the image either simultaneously or as a replacement on

another machine is not allowed; however, you may make a reasonable number of backup and/or archival

copies.

b, Concurrent Licenses: If you have licensed under the concurrent licensing model, you may install the

Software on any machine for your internal business purposes only. The number of machines that may use

the Software concurrently at any time will be governed by the number of concurrent licenses specified on

the original invoice. All machines using the Software must have the ability to communicate with a license

server to be authorized to use the Software. The InstallShield IDE shall not be used in automated build

processes on a separate machine.

c. Add On Tools. Contingent on the edition of the Software you have purchased, InstallShield will include the

following add on tools. For avoidance of doubt, the “Standalone Build Component of the Software” shall mean the copy of the Software on the “build server” used by automated processes, rather than by an

individual user.

(i) If you have licensed InstallShield Professional Node-Locked License, the InstallShield Standalone Build component of the Software may be installed and used on one (1) computer residing on your premises.

(ii) If you have licensed InstallShield Premier Node-Locked License, the InstallShield Standalone Build component of the Software and the InstallShield Collaboration Developer Installation Manifest Editor may be installed and used on up to five (5) computers residing on your premises. In addition to the above, the InstallShield MSI Tools (InstallShield MSI Grep, InstallShield MSI Diff, InstallShield MSI Query, and InstallShield MSI Sleuth) shipped as part of the InstallShield Premier Edition may be installed, reproduced and used on up to five (5) computers residing on your premises, and a copy of the MSI tools may be shared on a common build/test machine on your premises.

(iii) If you have licensed InstallShield Professional Concurrent Licenses, InstallShield Premier Concurrent Licenses or InstallShield Standalone Build Concurrent Licenses, the standalone build component of the Software may be installed and used on any machines residing on your premises. The number of machines that may use the Software concurrently at any time will be governed by the number of concurrent licenses specified on the original invoice. All machines using the standalone build component of the Software must have the ability to communicate with a license server to be authorized to use the Software.

(iv) If you licensed InstallShield Premier Concurrent Licenses, the InstallShield Collaboration

Developer Installation Manifest Editor may be installed and used on up to five (5) computers residing on your premises. In addition to the above, the InstallShield MSI Tools (InstallShield MSI Grep, InstallShield MSI Diff, InstallShield MSI Query, and InstallShield MSI Sleuth) shipped as part of the InstallShield Premier Edition may be installed, reproduced and used on up to five (5) computers residing on your premises, and a copy of the MSI tools may be shared on a common build/test machine on your premises.

(v) If you have licensed the InstallShield Standalone Build Developer or Team Node-Lock

Software, You may install and use one copy of the Software on a single computer for your

internal business purposes residing on your premises.

(vi) If you have licensed the InstallShield Collaboration Developer Installation Manifest Editor

Node-Locked License, You may install and use one copy of the Software on a single

computer for your internal business purposes residing on your premises.

For the avoidance of doubt, if the Software is installed or accessed through a network, in any form, You must

purchase additional licenses for each user that accesses the Software through the network.

You may make one back up and/or archival copy of the Software.

2. Restrictions on Use of Software. You may not (a) make the Software available for use by others in any service

bureau or similar arrangement; (b) use or apply the Try and Die or Try and Buy functionality for the benefit of any

software products which are not owned by you; (c) distribute, sublicense, transfer, or lend the Software to any third

party; or (d) disassemble or reverse engineer (except in European Union countries, to the extent allowed by law)

the Software. You may copy the Software solely for backup/archival purposes, provided that you include all

copyright and similar rights notices. Licensor (or its licensor) retains all right, title, and interest in the Software (and

in all copies). Unauthorized copying and modification of the Software is not permitted.

You acknowledge that the Software does or will contain license management functionality, including but not limited

to node-locking, user counting, expiring licenses, silent activations (with or without user intervention) and the like.

Licensor asserts that its use of such license management functionality is generally limited to ensuring adherence to

its license agreements/models and not generally for purposes of “self-help.”

3. Upgrades. If the Software is an upgrade or update to a previous version of the Software, You must possess a valid license to such previous version in order to use such upgrade or update. After You install such update or upgrade, You may continue to use any such previous version in (and the upgrade or update) accordance with its end-user license agreement only if, (a) the previous versions or copies thereof are not transferred to another party or machine unless all copies of the update or upgrade are also transferred to such party or machine and (b) You acknowledge that any obligation Licensor may have to support the previous version(s) may be ended upon the availability of the upgrade or update. Upgrades and updates may be licensed to you by Licensor with additional or different terms.

4. Redistributable Files. The Software component parts may not be separated for use on more than one computer, except as set forth in this Agreement. You may copy the files specifically identified in the documentation as “redistributables” and redistribute such files to your end users of your products, provided that: (a) such products add primary and substantial functionality to the redistributables, (b) all copies of the redistributables must be exact and unmodified; and (c) you grant your end users a limited, personal, non-exclusive and non-transferable license to use the redistributables only to the extent required for the permitted operation of your products and not to distribute them further. You will reproduce with the redistributables all applicable trademarks and copyright notices that accompany the Software, but you may not use Licensor’s name, logos or trademarks to market your products. 5. Limited Warranty and Disclaimer of Warranty. Licensor warrants that:

a. it has the right and authority to grant the rights described in this Agreement, and; b. the Software, as provided, will substantially perform the functions described in the documentation when

operated in the intended environment for a period of ninety (90) days from the date of delivery (the “Warranty Period”).

THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensor does not warrant that the Software will (a) achieve specific results, (b) operate without interruption, or (c) be error free. 6. Ownership. This Agreement does not convey to you any rights of ownership in the Software. All right, title, and interest in the Software and in any ideas, know-how, and programs which are developed by Licensor in the course of providing any technical services, including any enhancements or modifications made to the Software, shall at all times remain the property of Licensor or its licensor. You acknowledge and agree that the Software is licensed, not sold. You shall not permit the Software to be accessed or used by anyone other than your employees whose duties require such access or use. You will not remove, modify or alter any of Licensor’s copyright, trademark or proprietary rights notices from any part of the Software, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Setup Wizard dialogue or ‘about’ boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Software, or in any archival or back-up copies, if applicable. 7. Assignment/Transfer of Software. You may not, by operation of law or otherwise, transfer any license rights or other interests in Evaluation Software, or Software labeled “Not for Resale” or “NFR.” You may transfer the license granted hereunder, on a permanent basis, provided that such transfer is the result of a merger, acquisition or other corporate action (such as a divestiture), and (i) you permanently and wholly transfer all your rights under this Agreement; (ii) you retain no copies (whole or partial); (iii) you permanently and wholly transfer all of the Software (including component parts, media, printed materials, upgrades, prior versions, and authenticity certificates); and (iv) the transferee agrees to abide by all the terms of this Agreement. You may not transfer this license or the Software directly or indirectly for purposes of convenience such as consignment, without Licensor’s prior written

consent. For the avoidance of doubt, transfers which are the result of employee turnover or reassignment are allowed, provided that such transfers do not occur more than frequently than annually. 8. Limitation of Remedy and Liability. During the Warranty Period, in the event of any breach of the warranty outlined in Section 5b above, Licensor’s ( and its suppliers), entire liability and your exclusive remedy will be, at Licensor’s option, to either, repair or replace the defective Software. NEITHER LICENSOR NOR ITS LICENSOR, IF ANY, SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGE TO SYSTEMS OR DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID. For Users within Europe, the Middle East or Africa, No person who is not a party to this Agreement shall be entitled to enforce any terms of the same under the Contracts (Rights of Third Parties) Act 1999. LICENSOR DOES NOT LIMIT OR EXCLUDE ITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE.

9. Maintenance Services. If ordered by you and upon payment of the applicable fee, you are entitled to receive technical support services, including corrections, fixes and enhancements to the Software as such are made generally available (the “maintenance services”) from Licensor in accordance with Licensor’s then-current maintenance terms for the applicable maintenance level purchased by you.

Maintenance services will not include any releases of the Software which Licensor determines to be a separate product or for which Licensor charges its customers extra or separately. 10. Dual-Media Software. You may receive the Software in more than one medium (electronic and on a CD, for example). Receipt of the Software in more than a single manner (electronic or on a CD, for example) does not expand the license rights granted to you hereunder. Your use of the Software is limited to the number of licenses that you have acquired overall, regardless of number or type of media on which it has been provided. 11. U.S. Government Restricted Rights. The Software and Documentation are provided as “Commercial Computer Software” or “restricted computer software”. Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in 48.C.F.R. Section 12.212 or 48 C.F.R 227.2702, as applicable or successor provisions. The manufacturer is Flexera Software LLC, 1000 East Woodfield Road, Suite 400, Schaumburg, Illinois 60173. 12. U.S. Export Restrictions. You will fully comply with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders (“Export Controls”). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls (“Restricted Person”). You will not, directly or indirectly, export, re-export, divert, or transfer the Software, any portion thereof or any materials, items or technology relating to Licensor’s business or related technical data or any direct product thereof to any Restricted Person. 13. Termination. Your license may be terminated by Licensor if (a) you fail to make payment and/or (b) you fail to comply with the terms of this Agreement within ten (10) days after receipt of written notice of such failure. In the event of termination, you must cease using the Software, destroy all copies of the Software (including copies in storage media) and certify such destruction to Licensor. This requirement applies to all copies in any form, partial or complete. Upon the effective date of any termination, you relinquish all rights granted under this Agreement. 14. Relationship of Parties. You and Licensor are independent parties. Nothing in this Agreement shall be construed as making you an employee, agent or legal representative of Licensor. 15. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.

16. Controlling Law. For users in Japan, this Agreement will be governed by the laws of Japan; for users in Europe, Middle East, or Africa, this Agreement will be governed by the laws of England and Wales and you submit to the jurisdiction of the courts of England and Wales; for Licensees in New Zealand or Australia this Agreement will be governed by the laws of the State of Victoria, Australia; for users outside the countries listed above, this Agreement will be governed by the laws of California, USA, excluding conflicts of law. This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods. 17. Company Name. Licensor may include your company name in a list of Licensor customers. 18. Payment Terms/Shipments. For users in Japan, all fees are in non-refundable Japanese Yen. For users in Europe, Middle East or Africa, all fees are in the currency outlined in the quote/invoice and are non-refundable. For Licensees in New Zealand or Australia, all fees are in non-refundable Australian Dollars. For users in any region not outlined, all fees are in non-refundable US Dollars. Fees are due within 30-days of the date of the invoice. If you have ordered Maintenance services you may renew the applicable services for the Software for the next annual period for the amount specified on the original invoice for the Software. All shipments of any media will be FOB Origin. 19. Taxes. All fees do not include taxes. If Licensor is required to pay any sales, use, GST, VAT, or other taxes in connection with your order, other than taxes based on Licensor’s income, such taxes will be billed to and paid by you. You will make all payments of fees to Licensor free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Licensor will be Your sole responsibility and consequently the amount of such fees will be increased such that the net fee received by Licensor will be the same as if such withholding taxes were not imposed, and You will provide Licensor with official receipts issued by the appropriate taxing authority, or such other evidence as the Licensor may reasonably request, to establish that such taxes have been paid. 20. Verification/Audits. On Licensor’s reasonable request, You will furnish Licensor with a signed statement confirming whether the Software is being used by You in accordance with this Agreement. Further during the term of this Agreement and for one (1) year thereafter, Licensor may, upon five (5) business days advance written notice to You, audit You for the purpose of verifying Your compliance with this Agreement. You understand and agree that the audit may take place in person or Licensor may use technological means to perform such audit. You agree to provide Licensor will all reasonable assistance required hereunder. 21. Usage Data. You understand that Licensor may utilize technology which gathers information about Your computer system, however, such data is used solely for the purpose of understanding machine types and other system-oriented information and does not contain any personally identifiable information of You. 22. Use of Try and Die Functionality. If you have licensed the Premier edition of the Software, you may internally access and use the functionality labeled “Try and Die” solely for the purposes of applying the Try and Die functionality processes and/or restrictions to your products and distributing such products to your end users for their trial purposes for a pre-determined period of time. Notwithstanding the foregoing, you agree that the total revenue from your products utilizing the Try and Die functionality will not exceed US$10,000,000. For the avoidance of doubt, each product which is managed by a unique product version key/packaging license is considered to be a separate product hereunder. A product version key/packaging license identifies a protected trial product and allows the end user to unprotect, unpack and use a protected product. For the avoidance of doubt, the foregoing limitations apply only to your use of the Try and Die functionality and not your use of the Software in general.

23. Activation Capabilities. For existing users of the InstallShield Activation Service, should you elect to access

and use the InstallShield Activation Service (which can only be used in conjunction with the Try and Buy

functionality of the product), the terms and conditions at

http://www.installshield.com/products/installshield/activationservice/info/agreement.asp will apply to your use

of the service and will supplement your use of the Software hereunder.

http://www.installshield.com/products/installshield/activationservice/info/agreement.asp

24. Entire Agreement. This Agreement constitutes the complete and entire understanding and agreement of all terms, conditions and representations between you and Licensor with respect to the Software and may be modified only in writing by both parties. No term or condition contained in your purchase order will apply unless expressly accepted by Licensor in writing. Failure to prosecute a party's rights will not constitute a waiver of any other breach. If any provision of this Agreement is found to be invalid, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full effect. This Agreement has been written in the English language and you waive any rights you may have under the law of your country or province to have this Agreement written in any other language.

end-user license agreement important … license agreement important-read carefully: ... il 60173...

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