These Software License Terms & Conditions (these “Terms”) govern the use of the software of Hitachi Solutions America, Ltd., a California corporation (“Hitachi Solutions”), purchased by the Customer/Licensee (“Licensee”) and identified on the End User License Agreement. References to “Hitachi Solutions” may include references to third party partners and licensors of software made available herein under license to Hitachi Solutions. 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 “Licensed Software” shall mean the software specified in the End User License Agreement, including related documentation, and Updates which Hitachi Solutions may provide to Licensee pursuant to this Agreement. The term “Licensed 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 Solutions grants to Licensee a non-exclusive, non-transferable license, without right of sublicense, (i) if the Licensed Software is licensed on a perpetual basis, to install the Licensed Software on its own servers only; (ii) whether the Licensed Software is licensed on a perpetual or subscription basis, to use and display the Licensed Software solely for the active internal business purposes of the Licensee by its employees, contract employees and as otherwise described in the End User License Agreement executed by the parties, and for no other use; and (iii) to use the documentation solely in connection with Licensee’s authorized use of the Licensed Software. If the Licensed Software is licensed on a perpetual basis only, Licensee may make a copy for archival and/or backup purposes only for the use specified under this Agreement, provided that all titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies. Licensee may also make a reasonable number of copies of the documentation. Licensee may deploy a non-production instance of the Licensed Software if it is licensed on a perpetual basis solely for the purpose of developing and testing functionality of the Licensed Software within their own infrastructure environment. These development and testing platforms may not be used for any active internal business purpose other than development and testing. 2.2 Updates. If the End User License Agreement indicates the Licensed Software is licensed on a subscription basis, Licensee shall be entitled to receive any Updates developed by Hitachi Solutions during the Subscription Term. If the End User License Agreement indicates the Licensed Software is licensed on a perpetual basis, Updates are subject to Licensee being on an active Software Maintenance plan. The cost and term of the Software Maintenance plan is identified on the End User License Agreement. Software Maintenance does not include any rights to new products or to other solutions. If the Licensed Software is licensed on a “Demo” basis, Licensee shall not be entitled to receive any Updates. In all cases, Licensee shall, in its sole discretion, determine whether or not to request the installation of such Updates, and unless Hitachi Solutions has been engaged to install such Updates, Hitachi Solutions makes no representations or warranties that any Update provided will function in the manner in which Licensee has configured, customized or extended any prior version of the Licensed Software. Hitachi Solutions does not make any warranty with respect to the frequency of any Updates. In the event Licensee terminates its right to receive Updates, by either terminating Software Maintenance, or 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 Licensed Software. 2.3 Restrictions. Licensee agrees not to (a) decompile, disassemble or otherwise seek to reduce the object code of the Licensed Software to its source code form or otherwise derive the source code or logic therein, except: (i) to the extent and for the express purpose required by applicable law, or (ii) to the extent Hitachi Solutions has not or is not willing or able to provide the relevant information to Licensee; (b) alter, modify the Licensed Software or create derivative works based on the Licensed Software; (c) use the Licensed Software for any third party on a service basis; (d) sell, transfer, lease, license or sublicense the Licensed Software; (e) allow access to the Licensed 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 Licensed Software by any third party without Hitachi Solutions’ prior written consent; (h) combine or distribute the Licensed 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 Licensed Software to any third party without Hitachi Solutions’ prior written consent. 2.4 Ownership. The Licensed Software and any documentation, including all copies thereof and all extensions, configurations, modifications, translations and/or additions thereto made by or for Hitachi Solutions, are and shall remain the property of Hitachi Solutions, its related Affiliates and its suppliers. Licensee shall inform Hitachi Solutions immediately upon knowledge of any actual or potential unauthorized access to, or use of, the Licensed Software. Licensee acknowledges that the Licensed Software contains valuable proprietary information of Hitachi Solutions, including trade secrets of Hitachi Solutions, and that Licensee shall not exceed the scope of the licenses granted hereunder. Licensee does not acquire any rights in the Licensed Software, express or implied, other than those specified in this Agreement. 2.5 Similar Enhancements. Licensee acknowledges that if Hitachi Solutions at any time develops any extensions, configurations, modifications, customizations, translations or additions to the Licensed Software that include similar or comparable code or functionality as those developed for Licensee (“Similar Enhancements”), such Similar Enhancements by Hitachi Solutions 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 Solutions into the Licensed Software, solely owned by Hitachi Solutions who shall have the exclusive right to any intellectual property rights in relation to such Similar Enhancements embedded in its Licensed Software. 2.6 Proprietary Rights Notices. Licensee shall not remove or alter any copyright and/or other proprietary rights notices contained in the Licensed Software. Licensee shall include such notices in all copies of Licensed Software made by Licensee. 3. License Term and Fees 3.1 License Term (a) Subscription. If the End User License Agreement indicates that the Licensed Software is licensed on a subscription basis, Client’s rights to use the Licensed Software shall continue for the License Period; thereafter, the License Period shall renew automatically for additional periods of twelve (12) months unless Client provides Hitachi Solutions 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) Perpetual. If the End User License Agreement indicates that the Licensed Software is licensed on a perpetual basis, Client’s rights to use the Licensed Software shall commence on the date the End User License Agreement is fully execute and continue indefinitely except in the event of a material breach by Client pursuant to Section 5.2(b). (c) Demo. If the End User License Agreement indicates that the Licensed Software is licensed on a “Demo” basis, Client’s rights to use the Licensed Software shall terminate on the date specified in the End User License Agreement. 3.2 License Fees The License Fees for the Licensed Software shall be paid in accordance with the purchase order mutually agreed by Licensee and authorized reseller.. 4. Reporting, Warranties and Liability 4.1 Reporting Requirements and Verification. Licensee shall notify Hitachi Solutions immediately of any change in the number of “Units” used its address as listed on the End User License Agreement. On Hitachi Solutions' reasonable request, but not more frequently than annually, the Licensee shall furnish Hitachi Solutions with a disclosure verifying that the Licensed 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 Licensed Software, including all development and testing environments. Hitachi Solutions shall, at any time during the period of this Agreement, be entitled to audit the utilization of Licensed 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 Solutions’ 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 Solutions 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) Hitachi Solutions further represents and warrants that, during the Initial Subscription Term or any Renewal Term only, the Licensed Software will operate materially in accordance with Hitachi Solutions’ published specifications. With regard to the Licensed Software licensed on a perpetual basis, this warranty shall be limited to ninety (90) days from the Effective Date. Licensee’s sole remedy with respect to this limited warranty is the provision of a patch or Update to address any demonstrable material defects in the Licensed Software. (c) Except as specified in this agreement, neither Hitachi Solutions nor its suppliers make any representations or warranties, express or implied, relating to any aspect of any Hitachi Solutions Licensed Software including without limitation any representation or warranty of merchantability or fitness for any particular purpose, or quality. (d) Where liability for any term implied by law cannot be excluded, and to the extent permitted by law, Hitachi Solutions’ liability for any breach of such an implied term is limited to (at Hitachi Solutions’ election) the lowest of the cost of replacing the goods, acquiring equivalent goods or having the goods repaired. (e) HITACHI SOLUTIONS AND ITS SUPPLIERS DO NOT WARRANT THAT ANY HITACHI SOLUTIONS LICENSED SOFTWARE WILL MEET ANY LICENSEE REQUIREMENTS OR THAT ITS OPERATION OR USE WILL BE ERROR-FREE, AND HITACHI SOLUTIONS MAKES NO WARRANTIES REGARDING THE VALIDITY, ACCURACY OR ENFORCEABILITY OF (I) ANY AGREEMENTS PURPORTED TO BE ENTERED INTO USING THE HITACHI SOLUTIONS LICENSED SOFTWARE OR (II) ANY DATA OR OTHER INFORMATION TO BE TRANSFERRED OR PROCESSED USING THE HITACHI SOLUTIONS LICENSED SOFTWARE. IN NO EVENT SHALL HITACHI SOLUTIONS 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 SOLUTIONS LICENSED SOFTWARE, EVEN IF HITACHI SOLUTIONS ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HITACHI SOLUTIONS OR ITS SUPPLIERS BE HELD LIABLE FOR ANY AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY PAID BY LICENSEE TO HITACHI SOLUTIONS OR ITS RESELLER(IF APPLICABLE) UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. HITACHI SOLUTIONS 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 SOLUTIONS LICENSED SOFTWARE. UNLESS HITACHI SOLUTIONS HAS BEEN RETAINED FOR SUCH SERVICES, HITACHI SOLUTIONS ASSUMES NO RESPONSIBILITY FOR THE CONFIGURATION OF THE LICENSED 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 Licensed Software. (b) Licensee shall indemnify, defend and hold Hitachi Solutions harmless from: (i) any third party claim that the integration of the Licensed Software with other software, systems or materials by Licensee, or the customization of Licensed Software pursuant to Licensee specifications, violate any third party’s patent, copyright or other right and against all related damages and costs; (ii) any claim relating to the success, failure, accuracy validity or enforceability of any transaction which Licensee enters into with any third party using the Licensed Software or any data or other information processed using the Licensed Software, or (iii) any breach of the terms and conditions of this Agreement committed by either Licensee or any third party acting with permission of Licensee or as a result of Licensee’s actions, whether intentional or unintentional, including but not limited to misuse or unauthorized use by Licensee employees or consultants or other third parties that may access the Licensed Software from the Licensee, including reasonable attorneys’ and/or legal advisor’s fees that may be assessed in any such claim, unless such claim referenced in clauses (i) and (iii) results solely from the non-customized Licensed Software or Hitachi Solutions’ intentional misconduct. (c) Licensee shall be responsible for the use and application of the Licensed 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, all obligations of Hitachi Solutions shall cease and this Agreement shall be terminated, and Licensee shall immediately cease using the Licensed Software. Upon request by Hitachi solutions, Licensee shall return any and all Licensed Software and documentation related to the Licensed Software and/or certify Licensee’s removal of all Licensed Software from its systems. (b) For Material Breach. Hitachi Solutions may terminate this Agreement and the license to the Licensed 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 Licensed Software upon termination of this license. (c) Effect of Termination. Sections 2.3, 2.4, 2.5, 2.7, 2.8, 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 Solutions 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 Solutions, and Licensee agrees that Hitachi Solutions, 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 Solutions will include in any publicity materials any applicable trademark and copyright designations which have been last provided to Hitachi Solutions 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 and Legal Representation Fees. 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. If either party employs legal representation to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable legal representation fees. 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 Solutions. Any attempted assignment by Licensee of the rights under this Agreement shall be void without such written consent. Hitachi Solutions may assign its rights or duties hereunder without the consent of Licensee to any third party who assumes responsibility for fulfilling Hitachi Solutions’ 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 End User License Agreement 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 Solutions, 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 Licensed 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 Licensed 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. Licensed 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 Licensed Software clause at DFARS 52.227-7013 or subparagraph (c)(2) of the Commercial Computer Licensed 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 Solutions 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 Solutions 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 Solutions operates. 5.11 General. This Agreement and any related services agreements already in existence or concurrently being executed between Hitachi Solutions 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 Licensed Software, the terms of this Agreement shall prevail. In the event of any conflict between these Terms and the End User License Agreement, 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.