This End-User License Agreement (“EULA”) is a legal agreement between End User (“Licensee”) (either an individual or a single legal or juridical entity) and AccessData Group, Inc. a wholly owned subsidiary of Exterro, Inc. (“Licensor”) for the AccessData software that accompanies this EULA which shall include without limitation all associated media, software media and internet-based services, training materials and any programs accompanying the software (collectively henceforth, the “Software”). LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THE SOFTWARE. IF LICENSEE DOES NOT SO AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE. LICENSEE MAY RETURN THE SOFTWARE TO THE PLACE OF PURCHASE FOR A FULL REFUND, IF APPLICABLE. THIS (“EULA”) ALLOWS THE LICENSEE TO USE THE SOFTWARE AND ANY ACCOMPANYING USER DOCUMENTATION (“DOCUMENTATION”). THIS EULA IS BETWEEN LICENSEE AND LICENSOR AND ITS’ SUCCESSORS IN INTEREST ONLY AND SUPERSEDES ALL PRIOR PROPOSALS, REPRESENTATIONS, OR UNDERSTANDINGS BETWEEN THE PARTIES. LICENSE GRANT. Licensor hereby grants to Licensee, and Licensee accepts, a non-exclusive license to use the Software delivered, downloaded or received via a network if no media is provided, in object-code only form and Documentation, only as authorized in this EULA. If Licensee has licensed a Single-User License, Licensee may install and use the Software on up to four (4) machines for processing use only and should be limited to use by one (1) Licensee. If Licensee has licensed a Multi-User License, Licensee may install the Software on the number of computers Licensee chooses for Licensee organization’s use and allow use of the Software subject and pursuant to the number of concurrent user licenses Licensee has licensed or subscribed. If Licensee has licensed or subscribed a product on a per-Core basis or where the license is limited to a specific number of processing cores, if Customer elects to add processing cores, Customer must pay additional True Up core subscription or licensing fees. Licensee must not share the Software with any party who is not subject to the terms of this EULA. If this product does not contain license manager technology, then Licensee may install the Software on the number of computers and allow use of the Software according to the number of users for which Licensee or Licensee’s organization is licensed. Licensee may install or use the Software on a distributed or multi-user computer system, such as a local area or wide area network, or multi-user accessible computer, subject and pursuant to the number of concurrent user licenses Licensee has licensed. Except as specifically provided otherwise in writing, a license for the Software may not be shared or used concurrently. Licensee may not permit any device to use the Software or the Software’s user interface unless the device has a separate license for the Software. The Software may be used only on computers owned, leased, or otherwise controlled by Licensee; or, in the event of the inoperability of those systems, on a backup system selected by Licensee. Licensee agrees that Licensee will not assign, sublicense, transfer, pledge, lease, rent, or share Licensee’s rights under this EULA. Any purported assignment of any rights hereunder shall be void. Upon loading the Software into Licensee’s system, Licensee may retain the media for backup purposes. In addition, Licensee may make one copy of the Software on a second set of media solely for the purpose of backup in the event that the original media is damaged or destroyed. Any such copy of the Software shall be subject to all terms and conditions of this EULA and shall include Licensor’s copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Software or any portions thereof may be made by Licensee or any person under Licensee’s control. CONSOLIDATION OF LICENSES. Consolidation of multiple single-user licenses, subscriptions, multiple multi- user licenses, or a combination of same under one consolidated license may be possible under certain circumstances and in Licensor’s sole discretion. If the serial number of any single-user or multi-user Software is covered by or merged into a new consolidated license, then Licensee’s rights to use that single-user or multi-user Software under this EULA is replaced, terminated, and superseded by Licensee’s rights to use the consolidated Software. Licensee then no longer has the right to use any single-user or multi-user Software having a serial number covered by the consolidated license. AUTHORIZED USERS. The Software may be used by all employees of Licensee’s organization at facilities governed by Licensee. Licensee will use commercially reasonable efforts to restrict network or any other access to the Software by anyone outside of Licensee’s organization who is not authorized to use the Software. If Licensee is an educational institution, the Software may only be used by Licensee’s enrolled students, faculty, teaching assistants and administrators on Licensee institution’s computers. Temporary employees, contractors, and consultants of Licensee’s organization who work on-site at Licensee’s facility may also use the Software so long as such temporary employees, contractors and consultants or their computers are included in the total number of licenses or subscriptions licensed by Licensee. LICENSE GRANT FOR DOCUMENTATION. The documentation that accompanies the Software is licensed for internal, non-commercial, reference purposes only (the “Documentation”). The Documentation shall not be copied or published without prior written approval of Licensor. Applicable copyright laws protect the Software and Documentation entirely. You may not publicly display the Software or provide technical training for monetary compensation or other consideration in any form. All Software licenses granted hereunder will be automatically terminated if the prohibited actions within this paragraph are taken. LICENSOR’S RIGHTS. Licensee acknowledges and agrees that the Software consists of proprietary, published and unpublished property of Licensor, protected under United States copyright law and trade secret laws, international treaties and conventions, and other national and international laws of general applicability respecting intellectual property rights. Licensee further acknowledges and agrees that all right, title, interest, and other intellectual property rights in and to the Software are and shall remain with Licensor. This EULA does not convey to Licensee an ownership interest in or to the Software, but only a limited right to use in accordance with this EULA. The Software is licensed, not sold, and any use of the word “purchase” with respect to licenses granted herein refers to license fees for such use. This EULA does not grant Licensee any rights to trademarks or service marks of AccessData. AccessData reserves all rights not expressly granted to Licensee in this EULA. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. Licensee may not reverse engineer, decompile, or disassemble the Software or create any derivative work based on the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. NO RENTAL/COMMERCIAL HOSTING. Licensee may not rent, lease, lend, or provide commercial hosting services with the Software or use the Software in a service bureau capacity. PRE-PRODUCTION SOFTWARE. As an accommodation to Licensee, Licensor may supply Licensee with or allow access to pre-production releases of the Software (which may be labeled “Alpha” or “Beta” or otherwise identified as pre- production versions). Pre-production releases of the Software are provided “AS-IS”; are not covered by any warranty, express or implied; and are not intended for production use. Pre-production releases of the Software are provided without additional charge for demonstration and trial use purposes only and may expire automatically at the end of a pre-determined trial period or upon notice from Licensor. LICENSE FEES. The license fees paid by Licensee are exchanged for the licenses granted by this EULA. SOFTWARE INSTALLATION. It shall be Licensee’s sole responsibility to install and make the Software operational on Licensee’s system. In the event Licensee needs installation assistance, such services may be available from Licensor at an additional cost to Licensee. TERM & RENEWAL. This EULA is effective upon Licensee’s breaking of any of the seals or packaging containing the Software, by any download, installation or use of the Software and shall continue throughout the end of the applicable Term. The Term, absent a writing to the contrary, shall be three (3) years and this Term including the licenses, duties and obligations outlined in the original licensing agreement or purchase order(s) shall automatically renew for an additional Term (the “Renewal Term”) and successive Renewal Terms absent written notification from Licensee of its’ intent not to renew no less than ninety (90) days prior to the expiration of any Term or subsequent Renewal Term. Licensor may terminate this EULA and all licenses granted hereunder upon the breach by Licensee of any term hereof. Upon such termination by Licensor, Licensee agrees to immediately delete/return all Software and Documentation and to erase all copies of the Software that may be located on any systems owned or controlled by Licensee. EXPORT RESTRICTIONS. Licensee acknowledges that the Software is subject to the export control laws and regulations of the United States of America and other countries. Licensee agrees to comply with all applicable national and international laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end- use and destination restrictions issued by U.S. and other governments. LIMITED WARRANTY. Licensor warrants, for Licensee’s sole benefit, that for a period of sixty (60) days post the purchase of the Software (the “Warranty Period”), the Software will be free from material defects and that it shall operate substantially in accordance with the Documentation. If, during the Warranty Period, a defect in the Software appears, Licensee may return the Software to Licensor to: AccessData Group, Inc., 4145 SW Watson Ave., Suite 400, Beaverton, OR 97005 with written instructions for replacement. EXCLUSIVE REMEDY. LICENSEE AGREE THAT THE FOREGOING CONSTITUTES LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR BREACH BY LICENSOR OF ANY WARRANTIES MADE UNDER THIS EULA. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE MEDIA, SOFTWARE, AND DOCUMENTATION ARE LICENSED “AS- IS,” AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LIMITATION OF LIABILITY. LICENSOR’S CUMULATIVE LIABILITY TO LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF THE USE OF THE SOFTWARE OR THIS EULA SHALL BE LIMITED TO REPLACEMENT OF THE SOFTWARE. WHERE REPLACMENTOF THE SOFTWARE IS NOT APPLICABLE OR AVAILABLE AS A REMEDY, LICENSOR’S CUMULATIVE LIABILITY INALL OTHER CIRCUMSTANCES SHALL NOT EXCEED THE LICENSE FEES PAID TO LICENSOR FOR USE OF THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING THE SUBJECT DEMAND, CLAIMS OR CAUSE OF ACTION FOR ANY AND ALL CONCEIVABLE LOSSES OR DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INFRINGEMENT INDEMNITY. Licensor shall indemnify and defend Licensee from and against third party claims against Licensee that the Software infringes or misappropriates any patent, trademark, trade secret, copyright or other proprietary right of such third party, provided that Licensee give Licensor: (i) written notice of any such claim, action or demand within ten (10) business days of Licensee’s knowledge thereof; (ii) control of the defense and settlement thereof; and (iii) reasonable assistance in such defense or settlement (for which Licensor will pay reasonable out-of-pocket expenses). If any Software becomes or, in Licensor’s opinion, is likely to become the subject of any injunction preventing use as contemplated herein, Licensor may, at its option, (a) procure for Licensee the right to continue using such Software, (b) replace or modify such Software so that it becomes non-infringing without substantially compromising its functionality, or, if and (b) are not reasonably available to Licensor, then (c) terminate Licensee’s license to the allegedly infringing Software and refund a portion of the License Fees prorated on a monthly basis over a period of three (3) years from the effective date of the EULA. The foregoing obligation of Licensor does not apply with respect to (1) any products not supplied by Licensor, (2) Software which is modified after delivery by Licensor, if the alleged infringement relates to such modification, (3) Software combined with other products, processes or materials where the alleged infringement relates to such combination, (4) Software where Licensee continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (5) any information or data stored by Licensee, and in each case, Licensee shall defend and indemnify Licensor from and against such claims subject to the same conditions noted above. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS WHICH IS FURTHER SUBJECT TO LICENSOR’S GENERAL LIMITATION OF LIABILITY CITED ABOVE. CONFIDENTIALITY. By virtue of this EULA, the parties may have access to information that is confidential to one another (“Confidential Information”). Confidential Information includes, without limitation, the Software, Documentation, the terms and pricing under this Agreement and all information clearly identified as confidential or reasonably deemed to be confidential based on the circumstances and industry practices. A party’s Confidential Information shall not include information that (a) is or becomes a part of the public domain through no act or omission of the other party; (a)was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. The parties agree to hold each other’s Confidential Information in confidence during the term of this Agreement and thereafter. The parties agree, unless required by law, not to make each other’s Confidential Information available in any form to any third party for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Each party agrees that remedies at law may not be adequate to protect the rights of the other party under this Section and that a non-breaching party may seek injunctive or other equitable relief to enforce such rights. This Agreement in and of itself shall be considered the Confidential Information of each Party and shall be subject to the obligations, terms, and conditions described herein. Notwithstanding the foregoing, the parties agree that AccessData may disclose to third parties, only for AccessData’s internal business development and marketing efforts, the fact that End User has retained or licensed certain of AccessData’s services or products. INDEMNIFICATION. Licensee accepts full legal responsibility for all research and investigations performed through Licensee’s use of the Software. Licensee agrees to hold harmless and indemnify Licensor for any and all demands, claims, legal action and damages, including all attorney’s fees and costs, against Licensor, which arise out of use of the Software. SUPPORT & MAINTENANCE. Sup Support Term and Fees. The initial term for Support of the Software will commence on the Effective Date and will continue for the period indicated on the applicable Order unless or until terminated as provided herein (Support Termination; Reinstatement). Customer shall pay Support fees at the rate set forth in the applicable Order, or if none is stated, at the current list prices. AccessData Support Obligations. Throughout the applicable Support term, provided Customer is not then in default of its payment or licensing fee obligations, and the additional Customer Responsibilities defined herein (Exclusions), AccessData will provide or cause to be provided the following Support services: (a) Provision of such Updates and Versions as AccessData from time to time produces and distributes generally to Software licensees under Support for no additional fees; and (b) Such other Support services as AccessData provides generally to licensees as part of its then current Support program. Customer Responsibilities. Throughout the applicable Support term, Customer will: (a) Cooperate with AccessData in investigating and seeking to identify the cause of any claimed failure of the Software to perform in accordance with this Agreement; and, (b) AccessData’s obligation to provide the Support (AccessData Support Obligations) shall not apply to the extent Customer is not in full compliance with this EULA. Timely installation of current and new Versions is a material Customer responsibility. Customer acknowledges that the failure to timely install any Versions as required by AccessData will excuse AccessData’s Support and warranty obligations herein to the extent any performance issues thereby would have been avoided or mitigated by Customer’s timely installation of such Versions. Customer acknowledges that the failure to timely install any Versions shall excuse AccessData’s indemnity obligations and to the extent any infringement issues thereby would have been avoided or mitigated by Customer’s installation of such Versions. Exclusions. AccessData Support will not include: (a) resolution of problems to the extent resulting from: (i) any modification of or damage to the Software or its operating environment, (ii) Customer’s failure to operate the Software in an approved hardware and software environment or otherwise in accordance with applicable AccessData Documentation, or (iii) Customer’s failure to implement any Versions as required by AccessData; or (b) the provision of any Updates or Versions or other program Support provided by AccessData (AccessData Support Obligations), if and to the extent Customer is in default with respect to payment of undisputed Support fees; or (c) other services, including but not limited to any installation, implementation, Training and other services. AccessData reserves the right to follow its end of life processes for any Licensed Product provided, however, that AccessData will give Customer no less than 180 days advance of notice of its intent to sunset or designate as end of life any Licensed Product. Support Termination; Reinstatement. If Customer's license to use any of the Software is terminated for any reason, Support will terminate automatically as to such Software. If Customer does not renew Support, and later desires to reinstate Support, Customer will be required to pay (a) for a new Support program at the rate mutually agreed to by the parties, and (b) the total fees that Customer would have paid for Support had Customer never terminated its original Support program. GOVERNING LAW. This EULA shall be construed and governed in accordance with the laws of the State of Oregon without regard to provisions relating to conflicts of laws. Licensee agrees that any dispute arising out of this EULA between shall be solely adjudicated by the federal or state courts of Oregon and Licensee consents to the venue and jurisdiction of Oregon’s courts. Each Party hereby waives any right to a jury trial in any dispute between the Parties. NO WAIVER. The failure of either Licensee or Licensor to enforce any rights granted hereunder or to take action against the other party in the event of any breach shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breach. ENTIRE AGREEMENT. This EULA contains the entire understanding of the parties relating to the subject matter contained herein and supersedes all prior agreements and understandings, written or oral, relating to the subject matter hereof. This EULA may not be modified or amended except by written agreement signed by both parties.