SOFTWARE LICENSE TERMS & CONDITIONS These Software License Terms & Conditions (these “Terms”) govern the use of the software of Hitachi Solutions America Ltd., a California corporation (“Hitachi”), purchased by the Customer/Licensee (“Licensee”) and identified on the Order Form in the table immediately above. References to “Hitachi” may include references to third party partners and licensors of software made available herein under license to Hitachi. The parties hereto agree as follows: 1. DEFINITIONS 1.1 “Affiliate” shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with, a party hereto. 1.2 “Control” shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of an entity whether by contract, ownership of shares, membership on the board of directors, agreement or otherwise. 1.3 “Managed Software” shall mean the software specified in the Order Form, including related documentation, and Updates which Hitachi may provide to Licensee pursuant to this Agreement. The term “Managed Software” explicitly excludes any Microsoft or other third-party software that may be delivered or required to operate with the Licensed Software. 1.4 “Update” shall mean patches, bug fixes or new releases of the Software including associated documentation that improve function or performance by changes in system design or coding within the same product line. Any reference to the “purchase” or “sale” of Software shall mean the acquiring or granting, as the case may be, of a license to use such Software as expressly set forth herein. 2. LICENSE RIGHTS AND RESTRICTIONS 2.1 Grant of Right. Subject to the terms and conditions of this Agreement, Hitachi grants to Licensee a non-exclusive, non-transferable license, without right of sublicense, (i) to use and display the Managed Software solely for the active internal business purposes of the Licensee by its employees, contract employees and as otherwise described in the Order Form executed by the parties, and for no other use; and (ii) to use the documentation solely in connection with Licensee’s authorized use of the Managed Software. 2.2 Updates. Licensee shall be entitled to receive any Updates developed by Hitachi during the Subscription Term; provided, however, that if the Managed Software is licensed on a “Demo” basis, Licensee shall not be entitled to receive any Updates. In the event Licensee terminates its right to receive Updates, in the case of subscription software by terminating the Subscription Term or any Renewal Term, Licensee shall pay an amount equivalent to all prior Software Maintenance during the lapsed period in order to receive the most recent versions of the Managed Software. 2.3 Restrictions. Licensee agrees not to (a) decompile, disassemble or otherwise seek to reduce the object code of the Managed Software to its source code form or otherwise derive the source code or logic therein, except to the extent allowed under Section 2.6 below; (b) alter, modify the Managed Software or create derivative works based on the Managed Software; (c) use the Managed Software for any third party on a service basis; (d) sell, transfer, lease, license or sublicense the Managed Software; (e) allow access to the Managed Software by any person other than as expressly permitted in this Agreement; (f) remove or evade any technical protection; (g) provide, disclose, divulge or make available to, or permit use of the Managed Software by any third party without Hitachi’s prior written consent; (h) combine or distribute the Managed 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); and (i) publish or provide any results of tests, including without limitation benchmark tests, run on the Managed Software to any third party without Hitachi’s prior written consent. 2.4 Ownership. The Managed Software and any documentation, including all copies thereof and all extensions, configurations, modifications, translations and/or additions thereto made by or for Hitachi (“Enhancements”) (including those Enhancements provided under a Statement of Work between Hitachi and Licensee), are and shall remain the property of Hitachi, its related Affiliates and its suppliers. Licensee shall inform Hitachi immediately upon knowledge of any actual or potential unauthorized access to, or use of, the Managed Software. Licensee acknowledges that the Managed Software contains valuable proprietary information of Hitachi, including trade secrets of Hitachi, and that Licensee shall not exceed the scope of the licenses granted hereunder. Licensee does not acquire any rights in the Managed Software, express or implied, other than those specified in this Agreement. 2.5 Similar Enhancements. Licensee acknowledges that if Hitachi at any time develops any extensions, configurations, modifications, customizations, translations or additions to the Managed Software that include similar or comparable code or functionality as those developed for Licensee (“Similar Enhancements”), such Similar Enhancements by Hitachi will not constitute a breach of any intellectual property rights of Licensee. Licensee hereby waives any and all claim to ownership of Similar Enhancements, and such shall be, upon incorporation by Hitachi into the Managed Software, solely owned by Hitachi who shall have the exclusive right to any intellectual property rights in relation to such Similar Enhancements embedded in its Managed Software. 2.6 Proprietary Rights Notices. Licensee shall not remove or alter any copyright and/or other proprietary rights notices contained in the Managed Software. Licensee shall include such notices in all copies of Managed Software made by Licensee. 3. LICENSE TERM AND FEES 3.1 License Term (a) Subscription. If the Order Form indicates that the Managed Software is licensed on a subscription basis, Licensee’s rights to use the Managed Software shall continue for the License Period; thereafter, the License Period shall renew automatically for additional periods of twelve (12) months unless Licensee provides Hitachi with written notice of its intent to terminate no less than sixty (60) days prior to the expiration of the then-current License Period (the “Renewal Term”). (b) Demo. If the Order Form indicates that the Managed Software is licensed on a “Demo” basis, Licensee’s rights to use the Managed Software shall terminate on the date specified in the Order Form. 3.2 License Fees and Invoices. (a). License Fees. The Licensee Fees for Managed Software licensed are set forth in the Order Form and based on Licensee’s Unit Pricing. If the Order Form indicates “Included,” the License Fee is included as part of the fees set forth in the Managed Services SOW accompanying the Managed Software. Except where Included, Hitachi shall be entitled to adjust the Fees once per calendar year. Such adjustments shall be announced sixty (60) days prior to the end of the calendar year and will be effective the following year. Hitachi shall be entitled to adjust the Fees at any time based on a change in the number of Units subscribed (including users, devices, locations, as applicable to Licensee) (“Units”). If Azure or similar services are priced separately from the Subscription Fees, such terms shall be identified on the Order Form and invoiced periodically to Licensee in arrears based on actual consumption or usage. (b). Invoices. In the case of Managed Software licensed on a subscription basis which is not Included, Hitachi will invoice Licensee in accordance with the SOW and any accompanying Master Services Agreement or other similar services agreement between the parties. 4. REPORTING, WARRANTIES AND LIABILITY 4.1 Reporting Requirements and Verification. Licensee shall notify Hitachi immediately of any change in the number of “Instances” used its address as listed on the Order Form. On Hitachi's reasonable request, but not more frequently than annually, the Licensee shall furnish Hitachi with a disclosure verifying that the Managed Software is being used pursuant to the provisions of this Agreement, and identifying the scope and the number of Licensee's users or other Units using the Managed Software, including all development and testing environments. Hitachi shall, at any time during the period of this Agreement, be entitled to audit the utilization of Managed 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. Any such audit shall be performed during normal business hours at Hitachi’s expense except if such an audit reveals utilization inconsistent with the above disclosure that reveals an underpayment by the Licensee of more than five percent (5%). In this case the cost of the audit will be paid by the Licensee, Licensee shall pay to Hitachi the amount of any underpayment within ten (10) business days, and the Monthly Subscription shall be adjusted accordingly thereafter. 4.2 Limited Warranty (a) Hitachi hereby warrants that it has the power to enter into this Agreement, that it has taken all appropriate corporate action to enter into this Agreement, and that this Agreement is enforceable against it. (b) Except as specified in this agreement, neither Hitachi nor its suppliers make any representations or warranties, express or implied, relating to any aspect of any Hitachi Managed Software including without limitation any representation or warranty of merchantability or fitness for any particular purpose, or quality. (c) Where liability for any term implied by law cannot be excluded, and to the extent permitted by law, Hitachi’s liability for any breach of such an implied term is limited to (at Hitachi’s election) the lowest of the cost of replacing the goods, acquiring equivalent goods or having the goods repaired. (d) HITACHI AND ITS SUPPLIERS DO NOT WARRANT THAT ANY HITACHI MANAGED SOFTWARE WILL MEET ANY LICENSEE REQUIREMENTS OR THAT ITS OPERATION OR USE WILL BE ERROR-FREE, AND HITACHI MAKES NO WARRANTIES REGARDING THE VALIDITY, ACCURACY OR ENFORCEABILITY OF (I) ANY AGREEMENTS PURPORTED TO BE ENTERED INTO USING THE HITACHI MANAGED SOFTWARE OR (II) ANY DATA OR OTHER INFORMATION TO BE TRANSFERRED OR PROCESSED USING THE HITACHI MANAGED SOFTWARE. IN NO EVENT SHALL HITACHI BE HELD LIABLE FOR ANY LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, OR COST OF SUBSTITUTE GOODS OR SERVICE, ARISING OUT OF THE PERFORMANCE OF THE AGREEMENT OR THE USE OR MAINTENANCE OF ANY HITACHI MANAGED SOFTWARE, EVEN IF HITACHI ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HITACHI OR ITS SUPPLIERS BE HELD LIABLE FOR ANY AMOUNT IN EXCESS OF THE GREATER OF: (X) THE AMOUNT ACTUALLY PAID BY LICENSEE TO HITACHI UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM, OR (Y) $1,000. HITACHI AND ITS SUPPLIERS SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY A THIRD PARTY ON ACCOUNT OF OR ARISING FROM THE USE OR MAINTENANCE OF HITACHI MANAGED SOFTWARE. UNLESS HITACHI HAS BEEN RETAINED FOR SUCH SERVICES, HITACHI ASSUMES NO RESPONSIBILITY FOR THE CONFIGURATION OF THE MANAGED SOFTWARE OR ITS INTEROPERABILITY WITH ANY OF LICENSEE’S EXISTING SOFTWARE, ALL OF WHICH SHALL BE THE RESPONSIBILITY OF LICENSEE OR ANY IMPLEMENTATION PARTNER RETAINED BY LICENSEE. 4.3 Representations and Indemnifications by Licensee (a) Licensee represents that Licensee has valid existing rights to any and all third-party software and systems with which it will install the Managed Software. (b) Licensee shall be responsible for the use and application of the Managed Software and related equipment in its organization, as well as for sufficient back-ups, security measures and adequate system management. 5. MISCELLANEOUS PROVISIONS 5.1 Confidentiality. (a) Nondisclosure. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. (b) Exceptions. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other which the receiving party can prove: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party; (ii) was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by written records in existence at the time of disclosure; (iii) was independently developed by the receiving party without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (iv) becomes known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights; or (v) is disclosed pursuant to the order or requirement of a governmental body; provided, however, that the receiving party shall provide prompt notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. (c) Remedies. Any breach of the restrictions contained in this Section 5.1 is a breach of this Agreement which may cause irreparable harm to the nonbreaching party. Any such breach shall entitle the nonbreaching party to injunctive relief in addition to all legal remedies. 5.2 Termination. (a) Upon Expiration of Subscription Term. Upon expiration of the initial Subscription Term, any Renewal Term or the expiration of any Demo term, or upon termination in accordance with any such provision in the accompanying Statement of Work, all obligations of Hitachi shall cease and this Agreement shall be terminated, and Licensee shall immediately cease using the Managed Software. Upon request by Hitachi, Licensee shall return any and all Managed Software and documentation related to the Managed Software and/or certify Licensee’s removal of all Managed Software from its systems. (b) For Material Breach. Hitachi may terminate this Agreement and the license to the Managed Software at any time for any material breach by Licensee of the Agreement if such breach remains uncorrected for thirty (30) days following written notice to the Licensee. If the breach is for other than non-payment, Licensee must thereafter provide proof of the destruction of all copies of the Managed Software upon termination of this license. (c) Effect of Termination. Sections 2.3, 2.4, 2.5, Article 4 in its entirety, Section 5.1, as applicable, and Sections 5.3 through 5.11 shall survive any termination. 5.3. Publicity. Licensee acknowledges that Hitachi may desire to use its name in press releases, product brochures, financial reports and prospectuses, or on its website, indicating that Licensee is a customer of Hitachi, and Licensee agrees that Hitachi, with Licensee’s written consent may use Licensee’s name in such a manner during the term of this Agreement and for twelve (12) months following the termination of this Agreement unless extended by mutual agreement of the Parties; provided that Hitachi will include in any publicity materials any applicable trademark and copyright designations which have been last provided to Hitachi by Licensee prior to publication. 5.4 Counterparts. Any document executed in connection with this Agreement may be executed in counterparts, each of which will be deemed to be an original and such counterparts together will constitute one and the same agreement. 5.5 Governing Law. This Agreement shall be deemed to have been entered into and shall be interpreted and governed in all respects by the laws of the State of California, United States, applicable to contracts to be fully performed therein and any dispute arising hereunder shall be adjudicated or otherwise resolved in the courts of that state, unless otherwise agreed by the parties in writing. This Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods. Each party waives all defenses of lack of personal jurisdiction and forum non-convenience. Process may be served on either party in the manner authorized by applicable law or court rule. Except as otherwise provided, all rights of the parties are cumulative and in addition to any rights which a party may have in law or in equity. 5.6 Non-assignment and Binding Effect. The rights granted herein are restricted for use solely by Licensee and may not be assigned or transferred (by operation of law or otherwise) to a third party without the prior written consent of Hitachi. Any attempted assignment by Licensee of the rights under this Agreement shall be void without such written consent. Hitachi may assign its rights or duties hereunder without the consent of Licensee to any third party who assumes responsibility for fulfilling Hitachi’s obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, all successors, executors, heirs, representatives, administrators and assigns of the parties hereto. 5.7 Notice. Any notice, demand, request or consent required or permitted hereunder may be given in writing and shall be given by certified mail, return receipt requested, or by facsimile or electronic mail confirmed by registered air mail, to the address listed on the Order Form or as updated from time to time. Any such notice, demand, request or consent shall be deemed effective 3 days after sent by certified mail, 1 day after sent by facsimile, or 1 day after sent by electronic mail provided the registered air mail is also sent immediately thereafter. 5.8 Force Majeure. Neither party shall be held liable for any damage sustained by the other party as a direct or indirect consequence of the non-performing party being delayed, prevented or hindered in the performance of its obligations under this Agreement as a result of a force majeure situation. Force majeure situations include war and mobilization, catastrophes of nature, strikes, lock-out, fire, force majeure encountered by suppliers of Hitachi, government measures, electricity failure, faults affecting the internet, computer networks or telecommunications facilities, import and export regulations and other unforeseeable circumstances beyond the control of the party concerned. 5.9 Export and U.S. Government Regulations. Licensee acknowledges that Managed Software is subject to the export control laws of the United States ("Export Laws") and agrees to comply fully with such Export Laws. Without limiting the generality of the foregoing, Licensee expressly agrees that it shall not, and shall not cause its employees, contractors or agents to export, directly or indirectly, re-export, divert or transfer any products to any destination, entity or person restricted or prohibited under export laws, regulations and controls of the United States or any other applicable jurisdiction, and each party shall obtain all permits, licenses or other consents necessary for the performance of its duties under this Agreement. Licensee understands that the requirements of the Export Laws may vary depending on the software delivered and may change over time, and that to determine the controls applicable to a particular transaction, it is necessary to refer to the U.S. Export Administration Regulations and the Office of Foreign Assets Control Regulations. The Managed Software and documentation are deemed to be “commercial computer software” and/or “commercial computer software documentation,” pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government shall be governed solely by, and prohibited, except as expressly permitted under, the terms of this Agreement. Managed Software is unpublished proprietary information and is commercial software developed at private expense and subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Managed Software clause at DFARS 52.227-7013 or subparagraph (c)(2) of the Commercial Computer Managed Software and Restricted Rights clause at FAR 52.227-19, whichever is applicable. Licensee will defend, indemnify, and hold harmless from and against all fines, penalties, liabilities, damages, costs and expenses incurred by Hitachi as a result of any violation of export (control) laws or regulations by Licensee or any of its agents or employees. 5.10 Compliance with Anti-Corruption Laws. Neither party to this Agreement nor any of their Affiliates has taken and neither will take any 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 organization, 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. No part of the payments received by Licensee from Hitachi will be used for any purpose which would cause a violation of law, including, without limitation, the anti-bribery laws of any country of jurisdiction in which from Hitachi operates. 5.11 General. This Agreement and any related services agreements already in existence or concurrently being executed between Hitachi and Licensee constitutes the entire understanding between the parties related to the licenses granted herein and supersedes all prior oral or written agreements or understandings with regard to the subject matter thereto. If the terms of this Agreement conflict with any services agreement regarding any matter related to the Managed Software, the terms of this Agreement shall prevail. In the event of any conflict between these Terms and the Order Form, these Terms shall prevail. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. No waiver by a party of a breach of any provisions of this Agreement shall constitute a waiver of any other breach of that same provision or of any other provisions of this Agreement. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control.