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End User License Addendum to Terms and Conditions
<br /> Rev. July 15, 2020
<br />Page | 2
<br />Software. If Licensee believes that it is entitled to reverse engineer Software as a matter of local law (e .g., the Council Directive of May 14, 1991, of the Council of
<br />the European Communities, as amended), Licensee agrees that it shall first request technical information from Licensor. Licensee shall use any technical
<br />information delivered by Licensor only for purposes of ensuring “interoperability” and compatibility and shall treat such technical information as Proprietary
<br />Information (defined below). Any reverse engineering of Software shall void any warranties or indemnification obligations of Licensor and shall automatically release
<br />Licensor from any obligation to provide support services under this or any separate agreement.
<br />2.3. Certain software Licensor provides to Licensee may contain Third-Party Software, including but not limited to “open source” software. Use of Third-Party Software
<br />and its source code may be governed by separate copyright notices and license provisions (including provisions giving the owners of such Third-Party Software
<br />rights to enforce such license provisions directly against Licensee), which may be found or identified in Documentation or on the media delivered with Software and
<br />which are incorporated by reference into this License. Licensee shall not modify or combine Software or any Third-Party Software in any manner that could cause, or
<br />could be interpreted or asserted to cause, Software or any modifications thereto to become subject to the terms of any license applicable to Third-Party Software.
<br />All Third-Party Software provided hereunder is bundled with Products and licensed for use with such Products only.
<br />2.4. Unless otherwise provided in a Contract, Licensee shall have the right to use a single copy of the Software and Third-Party Software on a single computer
<br />workstation for use by a single user.
<br />2.5. Except as otherwise agreed between Licensor and Licensee in a Contract, no copies of Software, Documentation, or Third- Party Software may be made by
<br />Licensee or any third party; provided, however, Licensee may copy and print Documentation for its own internal use, as long as the maximum number of copies does
<br />not exceed the number of users licensed hereunder.
<br />2.6. The consideration that Licensee shall provide to Licensor in exchange for the license grants provided in this Section 2 (the “Fees”) shall be set forth in any applicable
<br />Contract.
<br />3.Support Services.
<br />3.1. This License does not obligate Licensor to provide maintenance and support on any Software or Third-Party Software licensed hereunder. Support services are
<br />available under separate agreement. If Software is an upgrade of a previous version (provided such upgrade was obtained under a separate support services
<br />agreement with Licensor or a Licensor authorized distributor), Licensee may use the upgraded Software only in accordance with this License.
<br />3.2. Licensor may provide Licensee with Maintenance Releases (including updated Documentation) that Licensor may, in its sole discretion, make generally available to its
<br />licensees at no additional charge. All such Maintenance Releases provided by Licensor to Licensee are deeme d “Software”. To the extent installation is required,
<br />Licensee will install all Maintenance Releases as soon as practicable after receipt. Licensee does not have any right hereunder to receive any new versions of the
<br />Software that Licensor may, in its sole discretion, release from time to time, except to the extent Licensor provides such new versions as a Software Update.
<br />4.Audit. During the term of this License and for 3 years thereafter, Licensor may upon reasonable notice require that an independent a udit of the use of Software and
<br />Third-Party Software be conducted during Licensee’s normal business hours. Upon such notice, Licensee shall provide Licensor’s independent auditor site access and
<br />the right to inspect relevant portions of Licensee’s computer system on which Software and Third-Party Software resides. Licensee agrees to pay promptly: (a) all
<br />underpaid Fees and (b) if the underpayment is more than 5% of the Fees paid before audit, all audit costs and expenses.
<br />5.Term and Termination.
<br />5.1. Software, Documentation, and Third-Party Software shall be deemed accepted by Licensee upon receipt.
<br />5.2. This License is effective until terminated. Licensor may terminate this License immediately if Licensee fails to comply with any of the terms and conditions herein or in
<br />the Contract. The license for any Software or Third-Party Software provided with leased equipment shall terminate concurrently with termination of the lease. This
<br />license shall automatically terminate with respect to Third-Party Software upon termination of Licensor’s right to such Third-Party Software provided under this License,
<br />and Licensor shall provide notice of such termination to Licensee within a reasonable period. Upon termination in any of the foregoing cases, Licensee shall (a) cease
<br />using the relevant Software, Documentation, and/or Third-Party Software and (b) certify to Licensor within one (1) month of the termination that Licensee has
<br />destroyed or returned to Licensor the relevant Software, Documentation, and/or Third-Party Software, and all copies thereof.
<br />5.3. Licensee may request that Licensor reinstate a terminated License, and, upon Licensor’s written agreement (which may require performance of certain acts required of
<br />Licensee by Licensor), the License shall be reinstated. In such event, Licensee shall pay Licensor the then-current Fees for a new License of the appropriate type.
<br />5.4. The Fees are subject to change at the sole discretion of Licensor. Licensor shall notify Licensee of any change to the Fees thirty (30) days be fore the change takes
<br />effect.
<br />6.Ownership.
<br />6.1. All Software, Documentation, and Third-Party Software are licensed and not sold. Licensee agrees that Licensor or its suppliers own all proprietary rights, including,
<br />but not limited to any patent, copyright, trade secret, trademark, and other proprietary rights, in and to Software, Documentation, and Third-Party Software, including
<br />any Derivative Works thereof, regardless of the source of development, including but not limited to cases where Licensee performs, or engages a third party to
<br />perform, such development and any corrections, bug fixes, and updates to such Software, Documentation, Third-Party Software, or Derivative Works.
<br />6.2. Licensor does not authorize Licensee, or any party on Licensee’s behalf, to develop or create any Derivative Works of Licensor’s proprietary Software, or of Third-Party
<br />Software supplied by Licensor under this Agreement. To the extent any such Derivative Works are developed or created, however, Licensee hereby (a) agrees that
<br />the intellectual property rights to such Derivative Works are automatically vested in Licensor (or its affiliates, in Licensor’s sole discretion), or in the owner of the Third-
<br />Party Software, as applicable, and may be used by Licensor (or the owner of any Third-Party Software Derivative Works) without limitation and without any obligation
<br />to Licensee; (b) irrevocably transfers and assigns, or shall cause any third party it engages to transfer and assign, to Licensor all intellectual property rights, title, and
<br />interest throughout the world in and to any such Derivative Works, including, but not limited to, all rights in and to any inventions and designs embodied in such
<br />Derivative Works or its associated technology; (c) agrees and forever waives any right to assert any claim contrary to (a) and (b) in this Section 6.2, including any claim
<br />of moral rights; and (d) agrees to take all steps necessary to fulfill the requirements as set forth in this Section 6.2 for any such Derivative Works whether developed by
<br />Licensee or by any third party under Licensee’s direction. If by operation of law such rights are not automatically transferred and assigned as provided above,
<br />Licensee shall timely execute and deliver such instruments and take such other action as may be requested by Licensor to perfect and protect Licensor’s (or Third-
<br />Party Software owner’s) rights in any Derivative Works and to carry out the assignments effected by this Article 6 at no cost to Licensor.
<br />6.3. Notwithstanding the foregoing, Licensor grants Licensee a “right to use” license to any Software or Third-Party Software Derivative Works for Licensee’s internal
<br />business purposes only under the same terms and conditions that apply to Software, Documentation, and Third-Party Software under Article 2 herein.
<br />6.4. For the purposes of this Article 6, the term “Licensor” shall mean Licensor, its affiliates, and their successors and assigns.
<br />7.Limited Warranties.
<br />7.1. Except as provided otherwise in a Contract, Licensor warrants, for Licensee’s benefit alone, that under normal use, the media in which Software is embedded shall
<br />be free from substantial defects in material and workmanship, for a period of ninety (90) days from the date of delivery of the original Software (“Warranty Period”).
<br />7.2. Licensor warrants, for Licensee’s benefit alone, that during the Warranty Period, Software will perfo rm substantially in accordance with its Documentation. If, during
<br />the Warranty Period, an Error occurs (where “Error” is defined as a problem that has a material impact on the performance of the Software that is caused by an
<br />incorrect operation of the unmodified computer code in Software or an incorrect statement or diagram in Documentation that produces incorrect results), Licensor will
<br />use commercially reasonable efforts to correct such Error, provided Licensee furnishes Licensor with the following: (a) written notice of the Error, including a
<br />description of the failure to perform in accordance with Documentation and a specific description of the operating conditions (including the specific software/hardware
<br />configuration) under which the Error occurred, and (b) to the extent feasible, a representative sample of inputs for repeating and analyzing the Error. If Licensor is
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