END-USER LICENSE AGREEMENT FOR M-FILES This end-user license agreement (hereinafter “EULA”) is a legally binding agreement between you (a single natural or legal person, hereinafter referred to by the term “Licensee”) and M-Files Corporation (hereinafter “M-Files”). M-Files authorizes Licensee to use and install the Software (as defined below) under the terms and conditions set forth herein. PLEASE READ THIS EULA CAREFULLY BEFORE USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, LICENSEE CONFIRMS THAT LICENSEE HAS READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS EULA AND THAT LICENSEE AGREES TO BE BOUND BY IT. IF LICENSEE DOES NOT AGREE OR DOES NOT WISH TO BECOME A PARTY TO THIS EULA, LICENSEE SHOULD NOT INSTALL OR USE THE SOFTWARE. LICENSEE CAN CONFIRM THAT LICENSEE UNDERSTAND THIS EULA AND AGREES TO BE BOUND BY IT BY SELECTING “I ACCEPT THE LICENSE AGREEMENT,” BELOW. 1. DEFINITIONS “M-Files System” shall refer to the composition of Server Software and Client Software (as defined below) that operates on Licensee’s hardware devices. The M-Files System may be set up according to Licensee’s preferences, but Licensee must at all times have purchased the necessary licenses for each component and each designated device and/or user in Licensee’s system. “Master Server” shall mean the hardware that operates as the main server on which Licensee uses and runs the Server Software that Licensee has designated as Licensee’s primary Server Software (as defined below). The Server Software on Licensee’s Master Server is the core of Licensee’s M-Files System. Setting up a new Master Server is subject to authorization to set up a new M-Files System. “M-Files” shall refer to M-Files Corporation, a corporation validly incorporated under the laws of Finland. “Documentation” shall mean manual materials and accompanying printed matter. “Software” shall mean all of the files, documents, and other content, owned by M-Files or its licensors, that are delivered to Licensee by M-Files at the same time as this EULA but that are not defined as “Third-Party Software.” “Server Software” shall mean Software files, documents, and other content that are offered to Licensee by M-Files for purposes of operation with said files and content on Licensee’s server hardware. Any use of Server Software requires valid server licenses (at least one, with the number depending on the nature of the M-Files System), user licenses in accordance with an agreement with M-Files, and a license code. “License Code” shall mean an activation code that allows Licensee to gain access to the Server Software and is delivered to Licensee by M-Files. The License Code is a technical mechanism, and it does not alter any rights or confer additional ones. “Client Software” shall mean Software files, documents, and other content that are offered to Licensee by M-Files for purposes of running, use, and display of Software tools and the client interface on Licensee’s terminal devices. Any use of Client Software is subject to valid user licenses. “Upgrade” shall mean software offered to Licensee by M-Files for the purpose of replacing an older version of the Software and the related agreement and licenses with the latest versions. “Third-Party Software” shall mean third-party-originated files and content that are delivered to Licensee by M-Files with the Software but licensed to Licensee by a third party under the terms and conditions of a separate agreement. All such agreements are included in the documentation or in appendices thereto. Nothing in this EULA shall be construed as authorizing Licensee to deviate from Licensee’s obligations under third-party licenses, including but not limited to by removing copyright or other notices. 2. GRANTING OF LICENSE If Licensee acquired the Software from M-Files or one of its authorized distributors, then, subject to payment of the applicable fees and compliance with the terms of this EULA, M-Files grants Licensee a limited, personal, non-exclusive, non-transferable license to use and install the Software subject to the terms and conditions of this EULA. Any terms or conditions appearing on the face or reverse side of any purchase order, purchase order acknowledgment or other order document that are different from, or in addition to, the terms of this EULA will not be binding on M-Files, even if payment is accepted. Any violation of this Section 2 and/or Section 3 shall immediately terminate this license grant. Any use of the Software inconsistent with the terms and conditions set forth herein is strictly prohibited and will be deemed a breach of this EULA. Licensee is authorized to utilize the Software only for Licensee’s internal needs, or, if Licensee is a legal person, only for internal business purposes pursued by Licensee’s employees or other persons who are working for Licensee, on Licensee’s behalf, and for Licensee’s benefit. 2.1. Documentation: M-Files grants Licensee a worldwide, nonexclusive, nontransferable, and perpetual license to use the Documentation. Licensee may make copies of the Documentation for Licensee’s own internal business purposes. 2.2. Evaluation: If Licensee acquired the Software for evaluation purposes, M-Files grants Licensee a non-exclusive, non-transferable license for 30 days to install and use the Software in order to find out whether the Software is suitable for Licensee’s needs. An evaluation license shall be available for Licensee only once and only for a limited period of 30 days. Licensee is authorized to use and run the Software solely for testing and evaluation purposes, and Licensee may not use the Software subject to evaluation license for any other purposes, including but not limited to profit-seeking purposes and use to gain technical or other information for commercial use. 2.3. Server Software: If Licensee purchased a perpetual license to set up and use a new Master Server, M-Files grants Licensee a non-exclusive, non-transferable, perpetual, local, and restricted license to install, run, and use the Server Software on a single designated Master Server in Licensee’s M-Files System. If Licensee purchased a fixed-term license to set up and use a new Master Server, M-Files grants Licensee a non-exclusive, non-transferable, local, and restricted license to install, run, and use the Server Software on a single designated Master Server in Licensee’s M-Files System for the period that Licensee’s payment covers. Licensee shall save all purchase confirmations and receipts of Licensee’s payments. Licensee may create backup servers and make copies of the Server Software but solely for backup purposes. Licensee may not use, run, load, or copy (temporarily or permanently, in whole or in part) the Server Software that is installed on Licensee backup server, other than to the extent technically necessary for up-to-date backup. Licensee may not transfer Licensee’s License Code from Licensee’s designated server to Licensee’s backup server. 2.4. Replica Server Software: If Licensee has acquired a license to set up a replica server in Licensee’s M-Files System, M-Files grants Licensee a license to copy the necessary portions of the Server Software to, and run them on, a server that Licensee has set up as a replica server in order to manage Licensee’s own content better and to enable more effective decentralized data processing in Licensee’s M-Files System. It is stated for avoidance of doubt that Licensee may not use the Server Software for any other purposes under a replica server license and that said license does not authorize Licensee to set up any new Master Servers. 2.5. Client Software: M-Files grants Licensee a non-exclusive, non-transferable license to install Client Software on terminal devices. Any use of Client Software, including but not limited to making temporary or permanent copies for the purpose of running the Software, is subject to the holding of the appropriate valid licenses and payment of the respective fees. Named User Licenses must be assigned to specific individuals. The license authorizes the named person to access the M-Files System and to use, run, and display the Software. Licensee may not transfer the license, but Licensee may reallocate the licenses Licensee has purchased. A Concurrent User License is a nontransferable authorization for the agreed maximum number of users to access the M-Files System, and to use, run, and display the Software, at any time. Read-only Named User Licenses must be assigned to specific individuals. The license authorizes the named person to access the M Files System, display the Software, and make any technically necessary temporary copies of the Software, all for the sole purpose of viewing the content Licensee has created. Licensee may not transfer the license, but Licensee may reallocate the licenses Licensee has purchased. Fixed-Term User Licenses must be assigned to specific individuals. The license authorizes the named person to access the M-Files System and to use, run, and display the Software for the period of valid fixed-term license. Licensee may not transfer the license to any external natural or legal person, but Licensee may reallocate the licenses Licensee has purchased. Cloud Service User Licenses must be assigned to specific individuals. The license authorizes the named person to access M-Files cloud servers and to use, run, and display the Client Software for the period of valid cloud service license. Licensee may not transfer the license to any external natural or legal person, but Licensee may reallocate the licenses Licensee has purchased. 3. RESTRICTIONS All servers, whether Master Server, backup server, or replica server, must be set up in the country from which Licensee’s purchase order was placed. Licensee may not transport or transfer Licensee’s servers or server licenses outside that country. As this is an end-user license, Licensee acknowledges that any dissemination or distribution, whether by loaning, selling, hiring out, or otherwise transferring the Software, is strictly prohibited. Licensee acknowledges and agrees that Licensee is not allowed to remove or circumvent any digital rights management mechanism, and Licensee may not use the Software in conjunction with, or with the assistance of, any codes, keys, mechanisms, or hardware or software components that are meant to circumvent the protection and that are supplied to Licensee by someone other than M-Files or one of its authorized distributors. Licensee shall not, and shall not permit others to: (i) modify, translate, decompile, bootleg, reverse engineer, disassemble, or extract the inner workings of the Software, (ii) copy the look-and-feel or functionality of the Software; (iii) remove any proprietary notices, marks, labels, or logos from the Software and/or the Documentation; (iv) rent or transfer all or some parts of the Software to any third party without M-Files prior written consent; or (v) utilize any computer software or hardware which is designed to defeat any copy protection device, should the Software be equipped with such a protection device. Unauthorized copying of the Software, or failure to comply with any of the provisions of this EULA, will result in automatic termination of this license. Title and copyrights to the Software and/or the Documentation and any copies made by Licensee remain with M-Files and its licensors. Licensee shall not export, re-export, resell, ship or divert or cause to be exported, re-exported, resold, shipped or diverted, directly or indirectly, the Software under this EULA. Should Licensee have any questions or need guidance in relation to interoperability issues, please contact m-files@m-files.com for further information. 4. UPGRADES Subject to separate fee and purchase, Licensee is invited to replace Licensee’s Software and accompanying licenses with the latest versions from time to time. All such Upgrades shall be purchased separately and for the entire system at one time. It is stated for avoidance of doubt that purchasing an Upgrade does not add to the number of Licensee’s licenses, nor does it grant Licensee the right to set up a new M-Files System. 5. OWNERSHIP The Software, any copy made thereof, and all rights therein, including but not limited to copyrights, patents, utility models, industrial designs / design patents, registered and/or unregistered trademarks, trade secrets, and any other industrial rights, are owned by M-Files and/or its licensors. These rights are protected by the provisions of international treaties and applicable national law. All rights not expressly granted to Licensee in sections 2.1–2.6 of this EULA are reserved to M-Files and its licensors. The Software is licensed, not sold, and Licensee does not acquire any ownership of the Software or other rights regarding, including but not limited to, copyrights, patents, utility models, industrial designs / design patents, registered and/or unregistered trademarks or any other industrial rights. All rights that Licensee has for the content Licensee has stored in the system and that is processed by the Software shall remain in Licensee’s ownership. Licensee is fully responsible for Licensee’s own data and all content that Licensee enters in the M-Files System. 6. CONFIDENTIALITY Licensee acknowledges that the Software, the code of the Software and the Documentation contain valuable proprietary information and trade secrets and that unauthorized or improper use of the Software and the Documentation will result in irreparable harm to M-Files for which monetary damages would be inadequate and for which M-Files will be entitled to immediate injunctive relief. Accordingly, Licensee will limit access to the Software and the Documentation to those of Licensee’s employees and agents who need to use the Software and the Documentation for Licensee’s internal business purposes, and Licensee will take appropriate action with those employees and agents to preserve the confidentiality of the Software and the Documentation, using the same degree of care to avoid unauthorized or improper disclosure as Licensee uses for the protection of Licensee’s own proprietary software, but in no event less than reasonable care. Notwithstanding anything to the contrary herein, Licensee shall have no obligation to preserve the confidentiality of any proprietary information that: (i) was in the public domain at the time of disclosure; (ii) entered the public domain through no fault of Licensee; (iii) was given to Licensee free of any obligation to keep it confidential; (iv) is independently developed by Licensee; or (v) is disclosed as required by law provided that Licensee notifies M-Files prior to such disclosure and provide M-Files with a reasonable opportunity to respond. 7. WARRANTY LICENSEE AGREES THAT THE SOFTWARE AND THE DOCUMENTATION IS PROVIDED TO LICENSEE "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER M-FILES NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD-PARTY PATENTS, UTILITY MODELS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS. M-FILES DOES NOT WARRANT THAT THE SOFTWARE MEETS LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. 8. LIMITATION OF LIABILITY IN NO EVENT SHALL M-FILES, ITS EMPLOYEES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF HOW THESE WERE CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER AREA OF LAW OR FROM LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF M-FILES OR ITS LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LICENSEE’S JURISDICTION DOES NOT ALLOW EXCLUSION OF LIABILITY, THE FOREGOING DOES NOT APPLY TO LICENSEE. HOWEVER, IN NO EVENT SHALL THE LIABILITY OF M-FILES EXCEED THE AMOUNTS PAID BY LICENSEE FOR THE SOFTWARE. 9. OTHER TERMS 9.1 Applicable law: This EULA shall be governed by and construed in accordance with the laws of Finland, without regard to the conflicts of laws principles thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Should any provision or portion of this EULA be found unenforceable or void, the rest of the EULA remains in full force and effect. 9.2. Settlement of disputes: Any controversy or claim arising out of or relating to this EULA, or the breach thereof, shall be settled by arbitration administered by the Finland Chamber of Commerce in accordance with its Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Helsinki, Finland and the number of arbitrators shall be one (1). The arbitrator shall have the authority to grant all remedies provided for by law. Licensee further agrees that the prevailing party in such final and binding arbitration shall be entitled to recover its reasonable attorney’s fees. 9.3. Waiver of Jury Trial: LICENSEE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT LICENSEE MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS EULA. 9.4. Order of precedence: This EULA takes precedence over any prior agreement and any communication or agreement translations. For the avoidance of doubt, all terms and conditions of the English-language version shall apply in the event of any discrepancies between the EULA and a translation thereof. 9.5. Termination: M-Files may terminate this EULA and revoke respective licenses with immediate effect in the event of Licensee’s breach of the EULA, Licensee’s entry into liquidation or other insolvency proceedings, or Licensee’s use of the Software to commit criminal offences or otherwise illegal acts. 9.6. References: M-Files is allowed to mention Licensee as a reference case. However, any use of logos or the addition of Licensee’s name to publicly available Web sites will be agreed upon separately. 9.7. Entire Agreement: This EULA contains the entire agreement regarding Licensee’s use of the Software and may be amended only in writing signed by both parties, except that M-Files may modify this EULA as necessary to comply with applicable laws and regulations. 9.8. Assignment: This EULA may not be assigned or otherwise transferred by Licensee. 9.9. Audit: Should M-Files find the number of Licensee’s licenses or information on Licensee’s user accounts not to accurately reflect reality, Licensee must provide M-Files with a detailed report on Licensee’s licenses. If M-Files finds Licensee’s report unsatisfactory, Licensee shall allow a third-party auditor to conduct an audit with the scope and extent needed for prompt gathering of information on licenses. The cost of conducting the audit shall be borne by M-Files unless Licensee is found to be under licensed, in which case Licensee shall be liable for all costs resulting from and related to the audit in which Licensee’s lack of sufficient licenses was found. 9.10. Improvements to the Software: Nothing in this EULA limits the rights of M-Files to make improvements to, and revisions of, the Software and related information. 10. THIRD-PARTY SOFTWARE AND ACKNOWLEDGEMENTS Licensee acknowledges that certain Third-Party Software products are provided by M-Files as a “pass through” to Licensee and such Third-Party Software may be covered by a warranty offered by the third-party software vendor, not M-Files. Any Third-Party Software products are set forth in documentation, the readme file, notice.txt, 3rdPartyLicense¬Terms.txt, or similar files delivered with such software, and are licensed under the terms of and are subject to any third-party terms pertaining thereto set forth in such documentation, the readme file, notice.txt, or similar file. Any Third-Party Software products which are not supplied with a packaged license or a click-on license are subject to the terms of this EULA as “Software” hereunder, except that such software products are not subject to any warranties set out in this EULA. This product includes linguistic components that enhance the search facilities of the Software. Licensee is allowed to use these linguistic components only as an integrated part of the Software and only so far it is necessary for use of the Software as designed, intended, and allowed. Licensee is not authorized to use these components independently from M-Files or for any other purpose than using M-Files in accordance with this EULA.