1. DEFINITIONS. Capitalized terms used in this Addendum shall have the meanings ascribed to them in the Master Agreement, unless otherwise defined in this Addendum. In addition to capitalized terms that are otherwise defined in the Master Agreement or this Addendum, the following capitalized terms shall have the meanings set forth in this Section 1.
1.1. “Authorized Systems” means computer systems, storage devices, and networks owned, operated, or under the supervision and control of Client for which licenses have been purchased under this Addendum.
1.2. “Authorized Users” means any employees, agents, or independent contractors of Client that are licensed and authorized to access the Licensed Software according to the applicable Order Form, solely for Client’s internal business purposes; provided that any agent or independent contractor shall not be an Authorized User unless and until such agent or independent contractor has entered into a binding contractual agreement with Client, which agreement is no less protective of Gimmal and its proprietary rights than the terms of this Addendum.
1.3. “Covered Application” means, collectively, any proprietary software application(s) that form(s) a part of the Licensed Software, for which Client is then current on all applicable annual subscription fees.  
1.4. “Documentation” means Gimmal’s standard user manuals and/or related documentation generally made available to licensees of the Licensed Software.
1.5. “Eligible Client Personnel” means up to two (2) Client personnel designated by Client to receive Technical Support from Gimmal.  Client shall designate one of the Eligible Client Personnel as the sole individual who sets priorities with Gimmal for support.  Eligible Client Personnel must be knowledgeable about the Covered Application, and are assumed to have a baseline understanding of reported Software Errors and the ability to reproduce the error. Client has the right to substitute personnel at any time by written notice to Gimmal (which may include notice by email or other electronic transmission).
1.6.  “Licensed Software” means Gimmal proprietary software application(s), interfaces, and tools, as well as any Third Party Software for which a license is granted or to which access is granted pursuant this Addendum.
1.7. “Order Form” means the fully-executed ordering documents for purchases of Licensed Software hereunder that are entered into between Client and Gimmal from time to time under this Addendum. Order Forms shall be deemed incorporated herein by reference.
1.8. “Software Error” means any material nonconformity of the Covered Application with the Documentation reported to Gimmal by Eligible Client Personnel, for which Gimmal has confirmed that Client has provided enough information for Gimmal to replicate the nonconformity on a computer configuration that is both comparable to the Authorized System and is under the control of Gimmal.
1.9. “Software Update” means any version of the Covered Application, developed subsequent to the Effective Date, which implements minor improvements or augmentations, or which corrects failures of the Covered Application to materially conform to the then-current Documentation.
1.10. “Software Upgrade” means any version of the Covered Application, developed subsequent to the Effective Date of this Addendum, which implements additional features or functions, or which produces substantial and material improvements with respect to the utility and efficiency of the Covered Application, but which does not constitute merely a Software Update (as determined by Gimmal), and which is not marketed by Gimmal as a separate product and/or service.
1.11. “Technical Support” means the provision of responses by Gimmal personnel to questions from Eligible Client Personnel related to use and operation of the Covered Application, including basic instruction or assistance related to functional errors in the Covered Application.
1.12. Third Party Software” means third party applications licensed to Gimmal for use in connection with the Gimmal Applications, as identified in the applicable Order Form.
2. LICENSE GRANT
2.1. Software License. Subject to the terms and conditions of the Master Agreement, this Addendum, and any usage limitations or restrictions listed in the applicable Order Form, Gimmal hereby grants to Client a worldwide, non-exclusive, non-transferable, non-sublicenseable, limited, revocable right and license during the License Term specified on the applicable Order Form: (i) to install and operate the Licensed Software listed in the Order Form on Authorized Systems solely in accordance with applicable, standard Documentation provided by Gimmal; and ii) to permit Authorized Users to access the Licensed Software through Authorized Systems, and (iii) to permit Authorized Users to access and use the Licensed Software solely for Client’s internal business purposes.
2.2. Documentation License. Subject to the terms and conditions of the Master Agreement, this Addendum, and any usage limitations or restrictions listed in the applicable Order Form, Gimmal hereby grants to Client a non-exclusive, non-transferable, non-sublicenseable right and license during the License Term specified on the applicable Order Form: (i) to access and use the Documentation provided by Gimmal for the purposes of installing and operating the Licensed Software in accordance with the Master Agreement; and (ii) to make copies of the Documentation provided by Gimmal, solely for use by individual Internal Users. Client acknowledges that no rights are granted to modify, adapt, translate, publicly display, publish, create derivative works, or distribute the Documentation (except for internal distribution to internal users for Client’s own use).
2.3. Copies. Client may, at its own expense, make one (1) copy of the Licensed Software solely for archival or back-up purposes. Client may make additional copies of the Licensed Software only with the express written permission of Gimmal. 
2.4. No Source Code. Nothing in this Addendum shall be construed to give Client a right to use, or otherwise obtain access to, any source code from which the Licensed Software or any portion thereof is compiled or interpreted.
2.5. Delivery. As soon as commercially practicable after the Effective Date of this Addendum, Gimmal shall make the Licensed Software and the Documentation available to Client for electronic download. Notwithstanding any provision under a separate Addendum which may require Gimmal to perform certain services in the nature of installation of the Licensed Software or configuration of Client’s computers, networks, or other systems, for purposes of this Addendum delivery shall be deemed complete when Gimmal makes the Licensed Software and Documentation available for download by Client (the “Delivery Date”).
2.6. Usage Limits.  The Licensed Software is subject to usage limits specified in the Order Form(s).  In the event Client exceeds a contractual usage limit, Gimmal may work with Client to seek to reduce Client’s usage so that it conforms to that limit.  In the event Client is unwilling or unable to abide by a contractual usage limit, Client will execute an Order Form for additional quantities of the Licensed Software promptly upon Gimmal’s request, and/or pay any  invoice for excess usage in accordance with Section 4 of the Master Agreement.
2.7. Audit Rights.  During the term of this Addendum, and for a period of twelve (12) months beyond the expiration or termination thereof, Gimmal will have the right, at its own expense, upon forty-five (45) calendar days’ prior written notice, to inspect and audit Client’s use of the Licensed Software and Documentation for purposes of determining Client’s compliance with the terms and conditions herein.  Client agrees to cooperate with Gimmal in the performance of any such audit, and shall provide to Gimmal such access to Client’s relevant records, data, information, personnel, and/or facilities as Gimmal may reasonably request for such limited purposes.  In the event the audit reveals that Client has not complied with the limitations, restrictions, or termination provisions of the Master Agreement or this Addendum and its associated Order Forms, Client shall promptly pay the correct license and support and/or software assurance fees, as applicable, for the period(s) in which Client was not compliant with the limitations, restrictions, or termination provisions of this Addendum and its associated Order Forms, plus an additional ten percent (10%) of all amounts due.
3. RESERVATION OF RIGHTS; OWNERSHIP. Without prejudice to the provisions of Section 6.1 of the Master Agreement, all rights not expressly granted in this Addendum are reserved by Gimmal and its licensors. Client acknowledges that: (i) all Licensed Software and Documentation is licensed and not sold; (ii) Client acquires only the right to use the Licensed Software, and Gimmal and its third party licensors shall retain sole and exclusive ownership and all rights, title, and interest in, including IP Rights embodied or associated with, the Licensed Software, and all copies, modifications, and derivative works thereof (whether developed by Gimmal, Client, or a third party); and (iii) the Licensed Software, including the source and object codes, logic, and structure, constitute valuable trade secrets of Gimmal and its third party licensors. Client further acknowledges that Gimmal retains the right to use the Licensed Software for any purpose in Gimmal’s sole discretion.
4. GENERAL RESTRICTIONS AND LIMITATIONS
4.1. Prohibited Uses. Client will not use the Licensed Software or Documentation for any purposes beyond the scope of the licenses granted in this Addendum.  Without limiting the foregoing, Client will not: (i) authorize or permit use of the Licensed Software or Documentation by persons other than Authorized Users; (ii) market or distribute the Licensed Software or the Documentation; (iii) assign, sublicense, sell, lease, or otherwise transfer or convey, or pledge as security or otherwise encumber, Client’s rights under this Addendum; (iv) use the Licensed Software in any time-sharing or service bureau arrangement, including, without limitation, any use to provide services or process data for the benefit of, or on behalf of, any third party; (v) modify or create any derivative works of the Licensed Software (or any component thereof) or Documentation, except for internal business purposes as contemplated in the Documentation and in part (vi) of this Section 4.1; (vi) combine or integrate the Licensed Software with software or technology not provided to Client by Gimmal hereunder, except by means of data exchange and/or dynamic function calls via the APIs or web services of the Licensed Software as expressly contemplated in the Documentation as necessary for ordinary operation of the Licensed Software as contemplated herein; or (vii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or derive the source code from which any component of the Licensed Software are compiled or interpreted.
4.2. Authorized Users. Client shall be responsible for all acts and omissions of Authorized Users in their use of the Licensed Software.  Any act or omission by an Authorized User in its use of the Licensed Software which, if undertaken by Client, would constitute a breach of this Addendum, shall be deemed a breach of this Addendum by Client. Client shall undertake reasonable efforts to make all Authorized Users aware of the provisions of this Addendum applicable to such Authorized User’s use of the Licensed Software under this Addendum, and shall not authorize or knowingly permit use of the Licensed Software by any Authorized Users inconsistent with this Addendum.
4.3. Third-Party Restrictions. Client shall undertake all measures reasonably necessary to ensure that its use of the Licensed Software and the Documentation complies with any third party license terms or restrictions set forth in the applicable Order Form. 
4.4. Compliance with Laws and Regulations.  Each of the Parties shall undertake all measures necessary to ensure that its use of the Licensed Software and the Documentation complies in all respects with all applicable laws, statutes, regulations, ordinances, or other rules promulgated by governing authorities having jurisdiction over the Parties, the Licensed Software, or the Documentation, including, without limitation, the export laws and regulations of the United States and other applicable jurisdictions, and without limiting the foregoing, each Party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports from the U.S. Client acknowledges that Gimmal makes no representation or warranty that the Licensed Software may be exported without appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
4.5 Proprietary Notices.  Client shall duplicate all proprietary notices and legends of Gimmal and its suppliers or licensors upon any and all copies of the Licensed Software and Documentation made by Client. Client shall not remove, alter, or obscure any such proprietary notice or legend from the Licensed Software or Documentation, or any copies thereof.
5. MAINTENANCE AND SUPPORT
5.1. Technology Maintenance
5.1.1.	Procedural Workarounds and Error Corrections. Provided that (i) Client, acting through Eligible Client Personnel, properly reports a Software Error and (ii) Client has paid all fees due under the Master Agreement, Gimmal will use its commercially reasonable efforts to either correct or develop workarounds for Software Errors in the Covered Application; provided, however, if Gimmal determines in good faith that any such Software Error is the result of errors or misstatements in the Documentation, Gimmal shall correct such non-conformity solely by amending the Documentation, as necessary, and providing notice to Client of such amendment.
5.1.2.	Software Updates.  From time to time Gimmal may, in its discretion, develop Software Updates to the Covered Application.  Gimmal will make such Software Updates available to Client, by the same means or methods by which the relevant Covered Application is made available, provided that Client has paid all fees due under the Master Agreement. Any such Software Updates provided hereunder will be deemed to constitute part of the Licensed Software and will be subject to all the terms and provisions of the Master Agreement, including, without limitation, terms and provisions related to licenses, usage restrictions, and ownership. Gimmal is not under any obligation to develop any future programs or functionality.
5.1.3.	Software Upgrades.  From time to time Gimmal may, in its discretion, develop Software Upgrades for the Covered Application.  Gimmal will make such Software Upgrades available to Client by the same means or methods by which the relevant Covered Application is made available, provided that Client has paid all fees due under the Master Agreement.  Any such Software Upgrades provided hereunder will be deemed to constitute part of the Licensed Software and will be subject to all the terms and provisions of the Master Agreement, including, without limitation, terms and provisions related to licenses, usage restrictions and ownership. Gimmal is not under any obligation to develop any future programs or functionality.
5.2. Technical Support 
5.2.1.	Technical Support Policies and Procedures.  Gimmal will provide Technical Support to Client (acting through its Eligible Client Personnel) in accordance with the Maintenance and Support terms available on Gimmal’s web site at http://support.gimmal.com.  Gimmal reserves the right to modify these terms from time to time and, other than immaterial changes and corrections, will give Client reasonable notice of modifications to these terms.
5.2.2.	Client Access. Client, acting through its Eligible Client Personnel, shall provide such information and/or access to  Client resources as Gimmal may reasonably require in order to provide Technical Support under this Addendum, including, without limitation, access via the Internet or via direct modem or VPN connection to relevant Client servers, minimally intrusive access to Client facilities, and/or access to, and assistance of, Client personnel who possess information required by Gimmal for purposes of performing its obligations hereunder.  Gimmal shall be excused from any non-performance of its obligations hereunder to the extent any such non-performance is attributable to Client’s failure to perform its obligations under this Section 5.2.2.
5.3. Limitations
5.3.1.	Eligible Client Personnel.  Gimmal shall have no obligation to provide Technical Support, by any means, to any entity or individual other than Eligible Client Personnel.  
5.3.2.	Gimmal Corporate Holidays.  Gimmal shall have no obligation to provide Technical Support during any Gimmal corporate holidays, which, as of the Effective Date of this Addendum, include New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving, and Christmas Day. Gimmal reserves the right to change its corporate holidays from year to year and will use its commercially reasonable efforts to notify Client of any such changes. 
5.3.3.	Technical Support Exemptions. Unless otherwise agreed by the Parties, Gimmal shall have no obligation to provide Technical Support with respect to any Software Error resulting from: (i) use of the Covered Application other than according to the terms of the Master Agreement and this Addendum; (ii) any modification of the Covered Application created by Client or any third party; (iii) any combination or integration of the Covered Application with hardware, software, and/or technology not approved by Gimmal, except to the extent such combination is contemplated under this Addendum, or unless Client can demonstrate that the Software Error(s) exist irrespective of any conditions set forth in this Section 5.3.3; or (iv) any applications, middleware, or operating systems, including environmental configurations thereof, provided by any third party.  If any of the foregoing conditions apply, Gimmal will use commercially reasonable efforts, upon Client’s request, to provide Technical Support as provided for in this Addendum at Gimmal’s prevailing and usual hourly rates.  
5.3.4.	Version Requirements.  Gimmal shall not be required to provide Technical Support for any version of a Covered Application that was made generally available by Gimmal more than twenty-four (24) months prior to the applicable request for Technical Support.
5.3.5.	Compliance with Third-Party Constraints.  Gimmal shall not be required to provide Technical Support to the extent the provision thereof would violate Gimmal’s obligations to, or the IP Rights of, its third party licensors and suppliers. 
6. FEES AND PAYMENTS. Client shall pay to Gimmal any and all amounts due under this Addendum in accordance with Section 4 of the Master Agreement.
7. LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER OR WHERE A CLAIM RESULTS FROM INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, GIMMAL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS ADDENDUM OR ANY LICENSED SOFTWARE OR TECHNICAL SUPPORT, REGARDLESS OF THE FORM OF ACTION, SHALL NEVER EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO GIMMAL PURSUANT TO THIS ADDENDUM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH ACTION FOR THE LICENSED SOFTWARE OR TECHNICAL SUPPORT UPON WHICH DAMAGES OR COSTS ARE BASED.  CLIENT HEREBY RELEASES GIMMAL FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS IN EXCESS OF THIS LIMITATION. THE PARTIES ACKNOWLEDGE THAT EACH OF THEM RELIED UPON THE INCLUSION OF THIS LIMITATION IN CONSIDERATION OF ENTERING INTO THIS ADDENDUM.  GIMMAL’S ENTIRE LIABILITY IS SET FORTH IN THIS SECTION 7 AND THIS SECTION 7 SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS ADDENDUM.
8. WARRANTIES AND LIMITATIONS
8.1. Software Warranty.  Gimmal warrants that the Licensed Software will conform in all material respects to the Documentation for a period of one hundred eighty (180) days following the Effective Date.
8.2. Remedies. Client will notify Gimmal in writing of any non-conformity with the warranty specified in Section 8.1, which notice shall include a detailed description of the non-conformity such that Gimmal can reproduce the non-conformity. Upon receipt of such written notice, Gimmal shall, at its expense, promptly repair, replace, or modify the affected Licensed Software so that it is compliant. If Gimmal determines that it is not commercially feasible to repair, replace, or modify the affected Licensed Software so that it is compliant, Gimmal may terminate the license to use the non-confirming Licensed Software and pay Client a refund equal to the prepaid but unused License Fees paid for the non-conforming Licensed Software, depreciated on a five-year, straight-line basis. THIS SECTION 8.2 SETS FORTH CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE WARRANTY SET FORTH IN SECTION 8.1 ABOVE.
8.3. Exclusions. The limited warranty in Section 8.1 is void and shall not apply if: (i) the Licensed Software is not used in accordance with the Documentation or this Addendum; (ii) the non-conformity results from accident, abuse, misuse, or misapplication of the Licensed Software; (iii) the Licensed Software has been customized, modified, enhanced, or altered (other than by Gimmal); (iv) the Licensed Software is used in combination or integration with hardware, software, and/or technology not approved by Gimmal; or (v) Client is not using the most recent Software Updates to the Licensed Software.
8.4. Third Party Software. Gimmal represents and warrants that it has obtained valid licenses to use and to license to Client all Third Party Products provided to Client hereunder.  
8.5. Limitation of Warranties and Liability.  GIMMAL MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES UNDER THIS ADDENDUM EXCEPT FOR THOSE EXPRESSLY SET FORTH IN THIS SECTION 8. THIS ADDENDUM IS SUBJECT TO ALL OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 7 AND 8 OF THE MASTER AGREEMENT.  WITHOUT LIMITING THE FOREGOING, CLIENT AGREES THAT GIMMAL WILL HAVE NO LIABILITY UNDER THIS ADDENDUM FOR ANY FAILURE OR DELAY IN PERFORMING ARISING DIRECTLY FROM A MATERIAL FAILURE BY CLIENT TO PERFORM ITS OBLIGATIONS HEREUNDER.
9. TERM; TERMINATION
9.1. Term.  This Addendum shall become effective upon the Effective Date hereof, and shall continue in effect unless and until it is earlier terminated in accordance with this Section 9.
9.2. Subscription License Term.  The Subscription License Term shall be as specified in the applicable Order Form.  Except as otherwise specified in an Order Form, the Subscription License will automatically renew for a term equal to the initial term, unless either Party provides notice of non-renewal at least ninety (90) days prior to the expiration of the relevant Subscription License Term.
9.3. Termination for Breach.  Either Party may, at its option and subject to the Master Agreement, terminate this Addendum in the event of a material breach by the other Party pursuant to Section 10.3 of the Master Agreement.
9.4. Effect of Termination.  Upon any termination of this Addendum, Client shall (i) immediately discontinue all use of the Licensed Software and Documentation; and (ii) promptly pay to Gimmal all amounts due and payable under this Addendum.
9.5. Survival.  The provisions of Sections 2.7, 3, 6, 7, 8.5, and 9.4 will survive termination of this Addendum.
10. GENERAL
10.1. United States Government End-Users.  The Licensed Software is a “commercial item,” as that term is defined in 48 C.F.R 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R.  12.212.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all United States Government end-users acquire the Licensed Software only as a “commercial item” and only with those rights that are granted to all other end-users pursuant to the terms and conditions of this Addendum.