End User Licence Agreement Last updated: 22. April 2020 This licence governs the use of Hitachi Solutions Europe Ltd (‘Hitachi Solutions’) software which is being made available to You by Hitachi Solutions (the ‘Software’ or ‘Hitachi Solutions Software’) as set out below. All pre-printed terms contained in any document used by You to order Software and/or user licences (if applicable) from Hitachi Solutions are hereby fully rejected by Hitachi Solutions and shall have no legal effect. We will licence use of the Software to You on the basis of our separate licence agreement (‘Agreement’) based on the terms below and subject to any rules or policies applied by any operator from whose site You access the Software. We do not sell the Software to You and We remain the owner of the Software at all times. You acknowledge that You will be required to hold such Microsoft or other licence(s) as are notified to You by Hitachi Solutions in order to access the Software for demonstration purposes. 1. Definitions: ‘Hitachi Solutions’ or ‘We’ refers to Hitachi Solutions Europe Ltd, its subsidiaries and affiliated organisations. ‘You’ or ‘Your’ is the organisation that will be using the Software. Any use of the Software by consumers who are not acting in the course of business is not permitted. ‘Party’ refers to each of Hitachi Solutions and You individually and ‘Parties’ refers to Hitachi Solutions and You collectively. 2. Software Licence: If You purchase a licence of the Software (‘Software Licence’) or if You access the Software for demonstration purposes, Hitachi Solutions will provide You with executable code and all relevant Software related items (which may include, by way of example, task recordings) which Hitachi Solutions in its sole discretion deems necessary or desirable for the functionality of all Software provided to You. In consideration of You agreeing to abide by the terms of the Agreement and, in the case where you purchase the Software Licence, of payment of the agreed licence fees and agreeing to abide by the terms of a Master Consulting Agreement (or equivalent document) with Hitachi Solutions (to be agreed between You and Hitachi Solutions once you have indicated that you intend to purchase the Software Licence), Hitachi Solutions will grant to You a royalty-free, non-exclusive, non-redistributable, non-sublicensable limited worldwide right and licence to use such Software on one production environment and multiple non-production environments for the term specified in writing by Hitachi Solutions. Where You access the Software for demonstration purposes only and do not purchase the Software Licence, the term of the Software Licence will be for a set number of days as notified in writing by Hitachi Solutions to You and subject to such other restrictions (including, without limitation, a prohibition on use in a production environment) as shall be notified in writing by Hitachi Solutions to You. We reserve all other rights. Hitachi Solutions will retain all ownership of the Software provided to You, along with all right, title and interest to all intellectual property rights therein. The Software is protected by copyright, other intellectual property laws and by international treaty provisions. You acknowledge that Hitachi Solutions retains the ownership of any and all patents, copyright, trade secrets, trademarks and any and all other intellectual property rights pertaining to the Software. The licence fee is not refundable at any time after the initial purchase. All Software licence fees and any other payments including for related consultancy services must be made up front and Software will not be made available until payment is received in full for the Software licence and any other services which You have requested including consultancy services. You shall not access, store, distribute or transmit any viruses or other similar things or devices, or any material during the course of Your use of the Software that: is (i) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive (ii) facilitates illegal activity (iii) depicts sexually explicit images (iv) promotes unlawful violence (v) is discriminatory, illegal or causes damage or injury to any person or property. 3. Source Code Licence: If You purchase a licence of the source code of the Software (‘Source Code Licence’), You will be provided with a copy of the Software source code subject to the terms set out in clause 2 above. You may use this for internal development purposes only and may not resell redistribute or otherwise exploit the source code. Your use of the Software should be in a closed, secure environment which prohibits and prevents access to the Software either by remote access or by any person who is not duly authorised to do so by Your organisation. You may not use the source code to develop applications for any third parties. 4. Your obligations: You shall: (i) provide Hitachi Solutions with all necessary co-operation and assistance in relation to its performance of the obligations under the Agreement and all necessary access to such information and systems as may be required by Hitachi Solutions in order to provide the Software. In the event of any failure or delays in Your provision of such co-operation and assistance, Hitachi Solutions may adjust any agreed timetable or delivery schedule for the Software as reasonably necessary; (ii) obtain and shall at Your own cost maintain all subscriptions and licences notified to You by Hitachi Solutions, consents, and permissions necessary for Hitachi Solutions (and it contractors and agents) and You to perform our respective obligations under the Agreement; (iii) ensure that Your network and systems comply with the relevant specifications provided by Hitachi Solutions from time to time; (iv) be solely responsible for procuring, maintaining and securing Your network connections and any telecommunications links from Your systems to Hitachi Solutions’ systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet; (v) ensure Hitachi Solutions’ administration rights and access rights in relation to the Software remain, are not amended, changed or revoked without Hitachi Solutions’ prior written consent; (vi) keep a complete and accurate record of Your installation, copying and disclosure of the Software and Your users, and produce such record to the Supplier on request from time to time and (vii) carry out all other of Your responsibilities set out in the Agreement, and such other responsibilities as Hitachi Solutions may reasonably request from time to time, in a timely and efficient manner. 5. Confidentiality: With respect to any information supplied in connection with Hitachi Solutions Software and designated by Hitachi Solutions as confidential, You agree to protect the confidential information in a reasonable and appropriate manner, and use confidential information only to perform Your obligations under this engagement and for no other purpose. This will not apply to information which is: (i) publicly known; (ii) already known to the recipient without any restrictions on use and disclosure; (iii) disclosed to You by a third party without restriction; (iv) independently developed; or (v) disclosed pursuant to legal requirement or order, provided that You give Hitachi Solutions prompt written notice of such requirement and reasonably assist in obtaining an appropriate order of protection. You acknowledge that details of the Software, any documentation provided by Hitachi Solutions and the results of any performance tests in relation to the Software, constitute Hitachi Solutions’ Confidential Information. Hitachi Solutions may mention Your name and provide a general description of the engagement in its client lists or marketing presentations to others. In addition to the foregoing, You acknowledge that the Software contains valuable proprietary information of Hitachi Solutions, including trade secrets of Hitachi Solutions, and You therefore agree that You will not: (a) decompile, reverse engineer, disassemble or otherwise seek to reduce the object code of the Software to its source code form or otherwise derive the source code or logic therein, except to the extent and for the express purpose required by applicable law, and only if Hitachi Solutions has not or is not willing or able to provide the relevant information to You, or unless Your licence provides access to the source code; (b) alter, modify the Software or create derivative works based on the Software; (c) use the Software for any third party on a service basis; (d) sell, transfer, lease, licence or sublicense the Software; (e) allow access to the Software by any person other than as expressly permitted in the Agreement; (f) remove or evade any technical protection; (g) combine or distribute the Software in any manner which requires disclosure or distribution of the combined Software in source code form, or distribution at no charge (i.e., open source Software / “Copyleft effect”); (h) publish or provide any results of tests, including without limitation benchmark tests, run on the Software to any third party without Hitachi Solutions’ prior written consent; or build a product or service which is similar to or competes with the Software and/or any documentation provided by Hitachi Solutions. 6. Privacy and Security: By using the Software, You acknowledge and agree that internet transmissions are never completely private or secure. Like any web application software, Hitachi Solutions Software is susceptible to hacker attacks and security breaches. It is Your responsibility to ensure that Your servers are in a secure environment with appropriate firewalls, database encryption, virus protection, security patches including the most recent Microsoft Windows update. Hitachi Solutions is not liable for any loss of data or any other damages from security breaches, denial of service or other hacker attacks. For the server hosting environment, Hitachi Solutions recommends You use a minimum of two servers with one being a web server and the other being a database server to maintain appropriate security for protection against hackers. The database server should always be behind the firewall. By using the Software, You consent to us collecting and using technical information about the way in which the Software is used by You to improve our services. To the extent that the services to be provided by Hitachi Solutions under the Agreement involve Hitachi Solutions processing Your personal data, the Parties agree that such processing shall be governed by the relevant terms set out in the Master Consulting Agreement (or equivalent document). All data held within the Software shall remain on Your systems (including where such systems are hosted or provided by third party data storage providers). You shall be solely responsible for Your data and for ensuring that You carry out adequate back-ups of Your data to guard against data loss or corruption. 7. LIMITED WARRANTY: Hitachi Solutions warrants that the Software will perform materially as described in any product documentation provided by Hitachi Solutions. Hitachi Solutions’ sole obligation will be to use all reasonable commercial endeavours to correct any material non-conformance with this warranty, provided that You give Hitachi Solutions written notice within thirty (30) days after the Software is accepted by You. This warranty shall not apply to the extent of any non-conformance which is caused by use of the Software contrary to any documentation or instructions provided by Hitachi Solutions, or modification or alteration of the Software by any party other than Hitachi Solutions or its duly authorised contractors or agents. Hitachi Solutions does not warrant and is not responsible for any third-party products, services (including any other applicable computer hardware and software) or websites. Your sole and exclusive rights and remedies with respect to any third-party products, services or websites are against the third-party and not against Hitachi Solutions. Hitachi Solutions’ Software is complex computer Software and Your performance may vary based on Your hardware platform, Software interactions, customizations, configurations, and a variety of other factors. Hitachi Solutions’ Software is not fault tolerant, free from errors, conflicts or interruptions and Hitachi Solutions does not warrant that the information obtained by You through use of the Software will meet Your requirements. THIS WARRANTY IS OUR ONLY WARRANTY CONCERNING THE SERVICES, SOFTWARE, AND ANY DELIVERABLE, AND ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. 8. LIMITATION OF LIABILITY: (A) HITACHI SOLUTIONS’ TOTAL LIABILITY TO YOU WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE FEES HITACHI SOLUTIONS RECEIVED FROM YOU FOR THE PORTION OF THE SOFTWARE OR ENGAGEMENT GIVING RISE TO LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT. HITAHI SOLUTION IS NOT LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES OR LOSS (NOR ANY LOST PROFITS, SAVINGS, OR BUSINESS OPPORTUNITY); (B) YOU WILL INDEMNIFY HITACHI SOLUTIONS, HITACHI SOLUTIONS’ OWNERS, EMPLOYEES, CONTRACTORS, AND AGENTS AGAINST ALL CLAIMS, LOSSES, JUDGMENTS, COSTS, FEES, EXPENSES, DAMAGES AND LIABILITIES (INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS) ASSOCIATED WITH ANY THIRD-PARTY CLAIM, RELATING TO OR ARISING AS A RESULT OF THE SERVICES, YOUR USE OF THE SOFTWARE OR THE ENGAGEMENT OF HITACHI SOLUTIONS; (C) HITACHI SOLUTIONS WILL NOT BE LIABLE FOR ANY DELAYS OR FAILURES IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND HITACHI SOLUTIONS’ REASONABLE CONTROL (INCLUDING ANY DELAYS, FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES (SUCH AS THE INTERNET) AND HOSTING OR DATA STORAGE SERVICES PROVIDED BY THIRD PARTIES) AND IN SUCH CIRCUMSTANCES HITACHI SOLUTIONS SHALL BE ENTITLED TO A REASONABLE EXTENSION OF TIME FOR THE PERFORMANCE OF ITS OBLIGATIONS; (D) HITACHI SOLUTIONS SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED BY YOU IN RELATION TO THE SOFTWARE OR ANY ACTIONS TAKEN AT YOUR DIRECTION; (E) ANY ACTION AGAINST HITACHI SOLUTIONS IN CONNECTION WITH THIS ENGAGEMENT MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES. NOTHING IN THIS CLAUSE 8 OR OTHERWISE IN THE AGREEMENT SHALL EXCLUDE OR IN ANY WAY LIMIT EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR (I) FRAUD, (II) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, (III) BREACH OF TERMS REGARDING TITLE IMPLIED BY SECTION 12 SALE OF GOODS ACT 1979 AND/OR SECTION 2 SUPPLY OF GOODS AND SERVICES ACT 1982, OR (IV) ANY LIABILITY TO THE EXTENT THE SAME MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW. 9. Audit: If Your use of the Software is subject to user limitations, Hitachi Solutions shall have the right to request, but not more frequently than annually, a disclosure verifying that the Software is being used in accordance with such user limitations. Hitachi Solutions (or its nominated representatives) shall, at any time during the period of the Agreement (during normal business hours) and for the period of 12 months following its expiry or termination, have the right to audit Your utilisation of Software upon thirty (30) days written notice in order to confirm the accuracy of the above disclosure; provided, that no more than one such audit may be conducted in any one (1) year period. If an audit reveals that You have underpaid any fees to Hitachi Solutions, then without prejudice to Hitachi Solutions’ other rights, You shall pay to Hitachi Solutions an amount equal to such underpayment within 14 days of the audit. Any such audit shall be performed at Hitachi Solutions’ expense, provided that You shall bear the cost of such audit if the audit reveals utilisation inconsistent with the above disclosure by an underpayment of more than five percent (5%). The party conducting the audit shall sign a confidentiality agreement reasonably acceptable to You. 10. Severability: If any provision of the Agreement shall be held invalid, illegal or unenforceable for any reason, such provision shall be severable, and the remainder of the Agreement shall continue in full force and effect. If a court finds that by limiting any such invalid, illegal or unenforceable provision, such provision would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 11. Server Environment and Data Migration: You agree to maintain a separate test environment for testing and verification prior to porting over a deployment to a production environment. Hitachi Solutions recommends that all deployment and data migration is conducted on a test server environment first. Hitachi Solutions will not be liable for any changes that are made directly on a production environment without first being tested on a test environment. 12. Counterparts: The Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Electronic acceptances and signatures shall be treated as originals. 13. Automated Verification: You acknowledge that the Hitachi Solutions Software may contain a software key to prevent unauthorised installation and may contain devices to monitor compliance with Your obligations under the Agreement. To the extent that such monitoring involves Hitachi Solutions processing Your personal data, the provisions of clause 6 shall apply. 14. Export and Government Regulations: You acknowledge that Software is subject to such export control laws, regulations, orders, import laws and national security controls as may be imposed from time to time by any relevant government or regulatory authority ("Export Laws"). You agree to comply fully, at Your own expense, with all applicable Export Laws. You will defend, indemnify, and hold harmless from and against all fines, penalties, liabilities, damages, costs and expenses incurred by Hitachi Solutions as a result of any violation of this clause 14 by You or any of Your agents, sub-contractors or employees. 15. Compliance with Anti-Corruption Laws. Neither party to the Agreement nor any of their affiliates has taken and neither will take any actions in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any government official (including any officer or employee of a government or government-controlled entity or instrumentality, or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or official thereof, or candidate for political office (all of the foregoing being referred to as ‘Government Officials’) or to any other person while knowing that all or some portion of the money or value was or will be offered, given or promised to a Government Official for the purposes of obtaining or retaining business or securing any improper advantage or influencing official action. In case You receive a payment from Hitachi Solutions no part of the payments received by You from Hitachi Solutions will be used for any purpose which would cause a violation of law, including, without limitation, the anti-bribery laws of any country or jurisdiction in which Hitachi Solutions operates. 16. General: (a) No term of the Agreement will be deemed waived, and no breach of the Agreement excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent; (b) the terms of the Agreement which by their nature are to survive the Agreement will survive its expiration or termination; (c) the Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation. The English part of the agreement is decisive for the interpretation; (d) You may not assign or transfer or propose to assign or transfer a right or obligation under the Agreement. Hitachi Solutions may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement; (e) waiver of the breach of any provision of the Agreement will not operate or be construed as a waiver of any other or subsequent breach; no failure or delay in exercising any right, remedy or power under the Agreement will operate as a waiver of any other right, remedy or power; (f) You represent and warrant to Hitachi Solutions that You will at all times comply with all applicable laws, rules, regulations and ordinances in connection with Your use of the Software; (g) all notices under the Agreement shall be in writing and delivered to the other Party’s address as notified from time to time; and (h) the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999. 17. Headings: The headings herein are for convenience of reference only and shall not affect the meaning or interpretation of the Agreement. 18. Entire Agreement: The Agreement (and the documents referred to in it) contains the entire understanding of the Parties pertaining to the use of Hitachi Solutions Software and replaces and supersedes all previous contracts written or oral, between the Parties pertaining to the matters contained herein. Hitachi Solutions may suspend or terminate its agreement with You with immediate effect by notice to You where You: (i) are in breach of any of the terms, (ii) suffer (or are threatened with) an insolvency event, enter into any compromise or arrangement with Your creditors or have a receiver or administrator appointed or (iii) undergo a change of control. Upon termination or expiry of the Agreement for any reason, all licences granted under the Agreement will immediately terminate and You will immediately discontinue all use of the Software and any items or documentation provided by Hitachi Solutions and shall irretrievably delete or return to Hitachi Solutions the same upon request by Hitachi Solutions.