1. Scope.

1.1 Terms and Conditions. This End User License Agreement (“EULA”) sets forth the terms and
conditions applicable to the licensing of Product from Sycomp A Technology Company, Inc. (“Sycomp”) by the
Party subscribing to the Product (“Licensee”), whether deployed into Licensee’s Computing Environment and/or
made available as a SaaS Service from Sycomp’s Computing Environment. The offer of Product pursuant to
this, and Licensee’s purchase of the corresponding Subscription, constitutes each Party’s respective acceptance of
this EULA and their entry into this Agreement (defined below). Unless defined elsewhere in this EULA, terms in
initial capital letters have the meanings set forth in Section 14. Licensee and Sycomp may be referred to
collectively as the “Parties” or individually as a “Party”.

1.2 Product Subscription. Sycomp will fulfill the Subscription to Licensee. A Subscription, as
described in the applicable Product Listing and the corresponding purchase transaction, may be for Product
deployed in Licensee’s Computing Environment and/or Product deployed via SaaS Service through Sycomp’s
Computing Environment. The pricing and term are set forth in the Product Listing. Additional information
concerning the Product and included services that is included or referenced in the Product Listing is a part of the
Product Listing; such information may include but is not limited to: intended geographic use of the Product, any
technical requirements for use of the Product, Support Services (which may vary by geography), information
regarding Open Source or Third Party Software and a description of Sycomp’s security practices.

1.3 Agreement. Each Subscription is subject to and governed by this EULA, the applicable Product
Listing, the terms and conditions of the Non Disclosure Agreement (if any), the Privacy and Security Terms for
SaaS Service Subscriptions, and any amendments to any of the foregoing as may be agreed upon by the Parties,
which together constitute the agreement between Licensee and Sycomp (the “Agreement”). Each Subscription is
a separate agreement between Licensee and Sycomp. In the event of any conflict between the terms and
conditions of the various components of this Agreement, the following order of precedence will apply: (a) any
amendment agreed upon by the parties; (b) the Privacy and Security Terms for SaaS Service Subscriptions; (c)
the NDA (if any); (d) this EULA; and (e) the Product Listing.

2. Licenses.

2.1 Licensed Materials.

2.1.1 If the Subscription is for a Product, or includes a component of a Product, deployed in
Licensee’s Computing Environment, Sycomp hereby grants to Licensee during the term of the Subscription,
subject to Section 2.1.3, a nonexclusive, worldwide (subject to Section 13.4), nontransferable (except in
connection with an assignment permitted under Section 4), non-terminable (except as provided in Section 8)
license under all Proprietary Rights in and to the Product, or the applicable Product component, to deploy, operate
and use the Product in Licensee’s Computing Environment and to allow its Users to access and use the Product, or
the applicable Product component, as so deployed, in accordance with the Product Listing and the usage
purchased in the Subscription.

2.1.2 If the Subscription is for a Product, or includes a Product component, deployed via SaaS
Service, Sycomp hereby grants to Licensee during the term of the Subscription, subject to Section 2.1.3, a
nonexclusive, worldwide (subject to Section 13.6), nontransferable (except in connection with an assignment
permitted under Section 13.3), non-terminable (except as provided in Section 8) license under all Proprietary
Rights in and to the Product, or the applicable Product component, to access and use the Product via the SaaS
Service and to allow its Users to access and use the Product, or the applicable Product component, and SaaS
Service, in accordance with the Product Listing and the usage purchased in the Subscription.

2.1.3 Licensee may use the Product only in support of the internal operations of Licensee’s and
its Affiliates’ business(es) or organization(s), in connection with Licensee’s and its Affiliates’ products and
services (but, for clarity, not as a stand-alone product or service of Licensee or its Affiliates), and/or in
connection with Licensee’s and its Affiliate’s interactions with Users.

2.1.4 Licensee may make a reasonable number of copies of the Documentation as necessary
to use such Product in accordance with the rights granted under this Agreement, provided that Licensee
includes all proprietary legends and other notices on all copies. Sycomp retains all rights not expressly
granted to Licensee under this Agreement.

2.2 Affiliates and Contractors. With respect to Affiliates and Contractors that Licensee allows to
use the Licensed Materials: (a) Licensee remains responsible for all obligations hereunder arising in connection
with such Affiliate’s or Contractor’s use of the Licensed Materials; and (b) Licensee agrees to be directly liable
for any act or omission by such Affiliate or Contractor to the same degree as if the act or omission were
performed by Licensee such that a breach by an Affiliate or a Contractor of the provisions of this Agreement will
be deemed to be a breach by Licensee. The performance of any act or omission under this Agreement by an
Affiliate or a Contractor for, by or through Licensee will be deemed the act or omission of Licensee.

2.3 Restrictions. Except as specifically provided in this Agreement, Licensee and any other User
of any Licensed Materials, in whole or in part, may not: (a) copy the Licensed Materials, in whole or in part;
(b) distribute copies of Licensed Materials, in whole or in part, to any third party; (c) modify, adapt, translate,
make alterations to or make derivative works based on Licensed Materials or any part thereof; (d) except as
permitted by Law, decompile, reverse engineer, disassemble or otherwise attempt to derive source code,
algorithms or the underlying structure of the Product; (e) use, rent, loan, sub-license, lease, distribute or attempt to
grant other rights to any part of the Licensed Materials to third parties; (f) use the Licensed Materials to act as a
consultant, service bureau or application service provider; or (g) permit access of any kind to the Licensed
Materials to any third party.

2.4 Open Source Software. Subject to the requirements of Section 6.1(d), Product may contain or
be provided with Open Source Software. If Licensee’s use of the Product subjects Licensee to the terms of any
license governing the use of Open Source Software, then information identifying such Open Source Software
and the applicable license shall be incorporated or referenced in the Product Listing or Documentation. Subject
to Section 6.4 and Section 11.6.1, the terms of this Agreement apply to Open Source Software (i) to the extent
not prohibited by the license to which the Open Source Software is subject, including without limitation,
warranties and indemnification, (ii) and except to the extent required by the license to which the Open Source
Software is subject, in which case the terms of such license will apply in lieu of the terms of this Agreement with
respect to such Open Source Software, including without limitation, any provisions governing attribution, access
to source code, modification and reverse-engineering.

2.5 Third Party Software. The Product may contain software and licensed materials from third
parties. By entering into this Agreement Licensee agrees to the terms and conditions imposed by such third
parties including any customer or end user license agreements provided by each third party licensor. The Product
Listing and/or Documentation shall identify any Third Party Software to which this Agreement applies.

2.6 High-Risk Activities. The Product is not designed or developed for use in high-risk, hazardous
environments requiring fail-safe performance, including without limitation in the operation of nuclear facilities,
aircraft navigation or control systems, air traffic control, or weapons systems, or any other application in which
the failure of the Product could lead to severe physical or environmental damages (“High Risk Activities”).
Licensee will not use the Product for High Risk Activities.

3. Fees and Payment

3.1 Subscription Fees. Licensee shall pay Subscription Fees as set forth in the Product Listing for
access to and use of the Product. Subscription Fees shall apply to both Product deployed as a SaaS
Service and to Product deployed in Licensee’s Computing Environment.

3.2 Usage Fees. Licensee shall pay usage based fees as set forth in the Product Listing (“Usage Fees”)
based on consumption and usage of the Product. Usage Fees shall be calculated a) by the
Marketplace and assessed to Licensee’s account, or b) if the Marketplace does not calculate Usage
Fees such Fees shall be calculated and invoiced by Sycomp. Licensee agrees to deploy and operate
the Sycomp billing agent according to Sycomp’s instructions. The agent shall report usage
automatically to Sycomp for generation of monthly invoices in arrears. If Licensee blocks or fails
to allow or facilitate the installation and/or communication of usage by Sycomp’s agent, Licensee
agrees to report usage to Sycomp according to its instructions. All usage and consumption is
subject to Sycomp’s right to audit.

3.3 Payments. Licensee’s rights to use the Product are contingent upon timely payment of all setup,
Subscription and Usage Fees. Unless otherwise set forth in the Product Listing all Subscription
Fees are due annually in advance. For SaaS Services Licensee shall be invoiced and shall pay
Subscription Fees through the mechanism(s) provided by the Marketplace. For Product deployed
in Licensee’s Computing Environment Licensee shall pay all Subscription Fees upon receipt of
Sycomp’s invoice. Licensee shall pay Usage Fees as assessed by the Marketplace or in the case of
Sycomp’s agent upon receipt of invoice to the Marketplace or directly to Sycomp as directed by
Sycomp.

4. Services.

4.1 SaaS Service. If Licensee is purchasing a SaaS Service Subscription, Sycomp will provide the
Product to Licensee as a SaaS Service in accordance with the Product Listing promptly following purchase of
the Subscription and continuing until termination of the Subscription. Sycomp will provide Licensee all license
keys, access credentials and passwords necessary for access and use of the Product via the SaaS Service
(“Keys”) as set forth in the Product Listing.

4.2 Support Services. Sycomp will make available to Licensee Documentation concerning the use
and operation of the Product, and Sycomp will provide Support Services to Licensee as described, incorporated or
referenced in the Product Listing.

5. Proprietary Rights.

5.1 Licensed Materials. Subject to the licenses granted herein, Sycomp and its licensors will retain
all right, title and interest it may have in and to the Licensed Materials, including all Proprietary Rights therein.
Nothing in this Agreement will be construed or interpreted as granting to Licensee any rights of ownership or any
other proprietary rights in or to the Licensed Materials or any Proprietary Rights therein.

5.2 Feedback. Licensee may, at its option, provide suggestions, ideas, enhancement requests,
recommendations or feedback regarding the Licensed Materials or Support Services (“Feedback”), provided
however, that Feedback does not include any Proprietary Rights of Licensee or Licensee’s Affiliates or any
Licensee Data or Licensee Materials. Sycomp may use and incorporate Feedback in Sycomp’s products and
services without compensation or accounting to Licensee, provided that neither Sycomp nor its use of the
Feedback identifies Licensee as the source of such Feedback. Feedback is not confidential to Licensee. Licensee
will have no obligation to provide Feedback, Sycomp is under no obligation to use or implement Feedback, and
all Feedback is provided by Licensee “as is” and without warranty of any kind.

6. Warranties.

6.1 Licensed Materials. Sycomp represents and warrants that: (a) for Subscriptions of Product, or
a component of a Product, deployed in the Licensee’s Computing Environment, the Product or component will
conform, in all material respects, to the Documentation, for 30 days after Licensee’s purchase of the
Subscription, and, in the case of Product, or a component of a Product, deployed as a SaaS Service, the Product
will conform, in all material respects, to the Documentation during the term of the Subscription; (b) a Product,
or a component of a Product, provisioned for deployment in the Licensee’s Computing Environment will not
contain any automatic shut-down, lockout, “time bomb” or similar mechanisms that could interfere with
Licensee’s exercise of its rights under this Agreement (for clarity, the foregoing does not prohibit license Keys
that expire at the end of the Subscription); (c) Sycomp will use industry standard practices designed to detect
and protect the Product against any viruses, “Trojan horses”, “worms”, spyware, adware or other harmful code
designed or used for unauthorized access to or use, disclosure, modification or destruction of information
within the Product or interference with or harm to the operation of the Product or any systems, networks or
data, including as applicable scanning the Product for malware and other security vulnerabilities and with up to
date scanning software or service prior to making the Product (including any Product provided through Support
Services) available to Licensee, and for Product or a component of a Product deployed via SaaS Service,
scanning the Product or component on a regular basis; and (d) the Product, and Licensee’s use thereof as
permitted under this Agreement, will not be subject to any license or other terms that require that any Licensee
Data, Licensee Materials or any software, documentation, information or other materials integrated, networked
or used by Licensee with the Product, in whole or in part, be disclosed or distributed in source code form, be
licensed for the purpose of making derivative works, or be redistributable at no charge.

6.2 Services. Sycomp represents and warrants that any Support Services will be performed in a
professional manner with a level of care, skill and diligence performed by experienced and knowledgeable
professionals in the performance of similar services and in accordance with the Product Listing and
Documentation.

6.3 Remedies. If any Product or Service fails to conform to the foregoing warranties, Sycomp
promptly will, at its option and expense, correct the Product and re-perform the Services as necessary to conform
to the warranties. If Sycomp does not correct the Product or re-perform the Services to conform to the warranties
within a reasonable time, not to exceed 30 days (or such other period as may be agreed upon by the Parties) (the
“Cure Period”), as Licensee’s sole remedy and Sycomp’s exclusive liability (except as provided in Section 11),
Licensee may for a period of 30 days following the conclusion of the Cure Period (or such other period as may be
agreed upon by the Parties), elect to terminate the Subscription and this Agreement without further liability and
Sycomp will provide Licensee with a refund of any fees prepaid to Sycomp by Licensee, prorated for the portion
of the Subscription unused at the time Licensee reported the breach of warranty to Sycomp, as well as, if
applicable, any service credits available under Sycomp’s Support Services or other policies.

6.4 Warranty Exclusions. Sycomp will have no liability or obligation with respect to any warranty
to the extent attributable to any: (a) use of the Product by Licensee in violation of this Agreement or applicable
Law; (b) modifications to the Licensed Materials not provided by Sycomp or its Personnel; (c) use of the Product
in combination with third-party equipment or software not provided or made accessible by Sycomp or
contemplated by the Product Listing or Documentation; or (d) use by Licensee of Product in conflict with the
Documentation, to the extent that such nonconformity would not have occurred absent such use or modification
by Licensee. Other than as set forth in Section 6.1(d) any Open Source Software is provided under the license
agreement of the licensor of such Open Source Software and is provided “as is” with no warranty other than that
provided by such licensor and license agreement. Sycomp shall have no liability arising from the provision or
use of Open Source Software.

6.5 Compliance with Laws. Each Party represents and warrants that it will comply with all
applicable international, national, state and local laws, ordinances, rules, regulations and orders, as amended from
time to time (“Laws”) applicable to such Party in its performance under this Agreement.

6.6 Power and Authority. Each Party represents and warrants that: (a) it has full power and
authority to enter in and perform this Agreement and that the execution and delivery of this Agreement has been
duly authorized; and (b) this Agreement and such Party’s performance hereunder will not breach any other
agreement to which the Party is a party or is bound or violate any obligation owed by such Party to any third
party.

6.7 Disclaimer. EXCEPT FOR THE WARRANTIES SPECIFIED IN THIS AGREEMENT,
NEITHER PARTY MAKES ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, REGARDING THE LICENSED MATERIALS, SERVICES, LICENSEE
MATERIALS AND LICENSEE DATA, AND EACH PARTY HEREBY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LOSS OF DATA AND
NONINFRINGEMENT. Sycomp does not warrant: (a) that the Licensed Materials will meet Licensee’s
requirements; or (b) that the operation of the Product will be uninterrupted or error free.

7. Confidentiality.

7.1 Confidential Information. “Confidential Information” means any nonpublic information
directly or indirectly disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving
Party”) or accessible to the Receiving Party pursuant to this Agreement that is designated as confidential or that,
given the nature of the information or the circumstances surrounding its disclosure, reasonably should be
considered as confidential, including without limitation technical data, trade secrets, know-how, research,
inventions, processes, designs, drawings, strategic roadmaps, product plans, product designs and architecture,
security information, marketing plans, pricing and cost information, marketing and promotional activities,
business plans, customer and supplier information, employee and User information, business and marketing plans,
and business processes, and other technical, financial or business information, and any third party information that
the Disclosing Party is required to maintain as confidential. Confidential Information will not, however, include
any information which: (a) was publicly known or made generally available to the public prior to the time of
disclosure; (b) becomes publicly known or made generally available after disclosure through no fault of the
Receiving Party; (c) is in the possession of the Receiving Party, without restriction as to use or disclosure, at the
time of disclosure by the Disclosing Party; (d) was lawfully received, without restriction as to use or disclosure,
from a third party (who does not have an obligation of confidentiality or restriction on use itself); or (e) is
developed by the Receiving Party independently from this Agreement and without use of or reference to the
Disclosing Party’s Confidential Information or Proprietary Rights. Except for rights expressly granted in this
Agreement, each Party reserves all rights in and to its Confidential Information. The Parties agree that the
Licensed Materials are Confidential Information of Sycomp.

7.2 Obligations. The Parties will maintain as confidential and will avoid disclosure and
unauthorized use of Confidential Information of the other Party using reasonable precautions. Each Party will
protect such Confidential Information with the same degree of care that a prudent person would exercise to
protect its own confidential information of a like nature, and to prevent the unauthorized, negligent, or inadvertent
use, disclosure, or publication thereof or access thereto. Each Party will restrict Confidential Information to
individuals who need to know such Confidential Information and who are bound to confidentiality obligations at
least as protective as the restrictions described in this Section 7. Except as necessary for the proper use of the
Product, the exercise of a Party’s rights under this Agreement, performance of a Party’s obligations under this
Agreement or as otherwise permitted under this Agreement, neither Party will use Confidential Information of the
other Party for any purpose except in fulfilling its obligations or exercising its rights under this Agreement. Each
Party will promptly notify the other Party if it becomes aware of any unauthorized use or disclosure of the other
Party’s Confidential Information, and reasonably cooperate with the other Party in attempts to limit disclosure.

7.3 Compelled Disclosure. If and to the extent required by law, including regulatory requirements,
discovery request, subpoena, court order or governmental action, the Receiving Party may disclose or produce
Confidential Information but will give reasonable prior notice (and where prior notice is not permitted by
applicable Law, notice will be given as soon as the Receiving Party is legally permitted) to the Disclosing Party to
permit the Disclosing Party to intervene and to request protective orders or confidential treatment therefor or other
appropriate remedy regarding such disclosure. Disclosure of any Confidential Information pursuant to any legal
requirement will not be deemed to render it non-confidential, and the Receiving Party’s obligations with respect
to Confidential Information of the Disclosing Party will not be changed or lessened by virtue of any such
disclosure. Notwithstanding any provisions herein, if Licensee is a government agency or entity, Licensee will
comply with all Laws applicable to it with respect to disclosure of public information.

7.4 NDA. Licensee and Sycomp may agree to a separate nondisclosure agreement between Licensee
and Sycomp (or the respective Affiliates of Licensee and Sycomp) (“NDA”) that applies to disclosures occurring
during the term of the Subscription, in which case the terms and conditions thereof are incorporated herein by
reference and will apply instead of subsections 7.1 through 7.3 of this Section 7.

8. Term and Termination.

8.1 Term. This Agreement will continue in full force and effect until conclusion of the Subscription,
unless terminated earlier by either Party as provided by this Agreement.

8.2 Termination. Either Party may terminate the Subscription or this Agreement if the other Party
materially breaches this Agreement and does not cure the breach within 30 days following its receipt of written
notice of the breach from the non-breaching Party. In the case of a SaaS Service Subscription, termination by
Sycomp pursuant to this Section does not prejudice Licensee’s right, and Sycomp’s obligation, to extract or
assist with the retrieval or deletion of Licensee Data as set forth in Section 8.3.2 following such termination.

8.3 Effect of Termination.

8.3.1 Upon termination or expiration of the Subscription or this Agreement, Licensee’s right to
use the Product licensed under such Subscription will terminate, and Licensee’s access to the Product and Service
provided under such Subscription may be disabled and discontinued. Termination or expiration of any
Subscription purchased by Licensee from Sycomp will not terminate or modify any other Subscription purchased
by Licensee from Sycomp.

8.3.2 Within 30 days (or such other period as may be agreed upon by the Parties) following
termination or expiration of any SaaS Service Subscription for any reason and on Licensee’s written request at
any time before termination or expiration, Sycomp will extract from the Product and/or Sycomp’s Computing
Environment (as applicable) and return to Licensee all Licensee Data, or if Licensee is able directly to retrieve or
delete Licensee Data using the SaaS Service, then for a period of 30 days (or such other period as may be agreed
upon by the Parties) following termination or expiration of this Agreement for any reason, Licensee may retrieve
or delete Licensee Data itself with support from Sycomp as reasonably requested by Licensee. If Licensee
retrieves or deletes Licensee Data itself, Sycomp will assist Licensee, as reasonably requested by Licensee, in
validating whether the retrieval or deletion was successful. Licensee Data must be provided or extractable in a
then-current, standard nonproprietary format. Notwithstanding anything herein to the contrary, Sycomp’s duty to
return or enable Licensee’s retrieval or deletion of the Licensee Data pursuant to this Section 8.3.2 may be
delayed but will not be discharged due to the occurrence of any Force Majeure event. Following delivery to
Licensee of the Licensee Data and Licensee’s confirmation thereof, or Licensee’s retrieval or deletion of Licensee
Data and Sycomp’s validation thereof or expiration of the applicable period, whichever is soonest, Sycomp may,
and within a reasonable time thereafter will, permanently delete and remove Licensee Data (if any) from its
electronic and hard copy records and will, upon Licensee’s request, certify to such deletion and removal to
Licensee in writing. If Sycomp is not able to delete any portion of the Licensee Data or Licensee Confidential
Information, it will remain subject to the confidentiality, privacy and data security terms of this Agreement.

9. Additional SaaS Service Obligations and Responsibilities. This Section 8 applies to Subscriptions for
Product, or a component of a Product, deployed via SaaS Service only.

9.1 Acceptable Use; Restrictions on Sensitive Information.

9.1.1 Licensee will not intentionally use the Product, component or SaaS Service to: (a) store,
download or transmit infringing or illegal content, or any viruses, “Trojan horses” or other harmful code; (b)
engage in phishing, spamming, denial-of-service attacks or fraudulent or illegal activity; (c) interfere with or
disrupt the integrity or performance of the Product, component or data contained therein or on Sycomp’s system
or network or circumvent the security features of the Product; or (d) perform penetration testing, vulnerability
testing or other security testing on the Product, component or Sycomp’s systems or networks or otherwise
attempt to gain unauthorized access to the Product or Sycomp’s systems or networks.

9.1.2 Licensee will not use the SaaS Services to store or process Highly Sensitive Information
unless Licensee specifically purchases a SaaS Service Subscription designed to be used with Highly Sensitive
Information. “Highly Sensitive Information” means, for purposes of this Agreement: (1) special categories of
data enumerated in applicable Data Protection Laws, including European Union Regulation 2016/679, Article
9(1) or any successor legislation; (2) patient, medical, or other protected health information regulated by the
Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (3) credit,
debit, or other payment card data, including bank account numbers; (4) social security numbers, driver’s license
numbers, or other government identification numbers; (5) other information subject to additional protections or
regulation under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act
(or related rules or regulations). Sycomp shall have no responsibility for Highly Sensitive Information where the
SaaS Service is not approved by Sycomp to be used with Highly Sensitive Information.

9.1.3 Sycomp may suspend Licensee’s or a User’s right to access or use any portion or all of
the SaaS Service immediately upon notice to Licensee (a) if Sycomp, after reasonable due diligence given the
nature and severity of the issue, reasonably determines that: (i) Licensee or a User’s use of the SaaS Service
poses a material risk to the security or operation of Sycomp’s systems, the SaaS Service or the systems or data of
any other customer, or (ii) Licensee or a User’s use of the SaaS Service violates this Section 9.1 or is illegal or
fraudulent; or (b) Licensee fails to pay any undisputed amounts within 15 days after notice of past due amounts.
To the extent reasonably practicable, Sycomp will limit the suspension of the SaaS Service pursuant to subsection
(a) as needed to mitigate the applicable risk. Sycomp will promptly restore the SaaS Service to Licensee upon
resolution of the issue and/or payment of the outstanding amounts (as applicable).

9.2 Licensee Data and Licensee Materials.

9.2.1 Licensee is and will continue to be the sole and exclusive owner of all Licensee
Materials, Licensee Data and other Confidential Information of Licensee, including all Proprietary Rights therein.
Nothing in this Agreement will be construed or interpreted as granting to Sycomp any rights of ownership or any
other proprietary rights in or to the Licensee Data and Licensee Materials.

9.2.2 Licensee will obtain all necessary consents, authorizations and rights and provide all
necessary notices and disclosures in order to provide Licensee Data to Sycomp and for Sycomp to use Licensee
Data in the performance of its obligations in accordance with the terms and condition of this Agreement,
including any access or transmission to third parties with whom Licensee shares or permits access to Licensee
Data.

9.2.3 The Parties agree that Licensee Data and Licensee Materials are Confidential
Information of Licensee. Licensee hereby grants to Sycomp a nonexclusive, nontransferable (except in
connection with an assignment permitted under Section 3), revocable license, under all Proprietary Rights, to
reproduce and use Licensee Materials and Licensee Data solely for the purpose of, and to the extent necessary
for, performing Sycomp’s obligations under this Agreement. In no event will Sycomp access, use or disclose to
any third party any Licensee Data or any Licensee Materials for any purpose whatsoever other than as necessary
for the purpose of providing the Product and Services to Licensee and performing its obligations under this
Agreement. Sycomp will not aggregate, anonymize or create any data derivatives of Licensee Data other than as
necessary to provide the Product or Services and to perform its obligations in accordance with the terms and
conditions of this Agreement.

9.2.4 Licensee will have full access to, and has the right to review and retain, the entirety of
Licensee Data contained in the Product. At no time will any computer or electronic records containing Licensee
Data be stored or held in a form or manner not readily accessible to Licensee through the ordinary operation of
the Product. Sycomp will provide to Licensee all passwords, codes, comments, keys and documentation
necessary for such access and use of the Product, and Licensee will be entitled to delete, or have Sycomp
delete, Licensee Data as expressly specified by Licensee.

9.3 System Data. To the extent that System Data identifies or permits, alone or in conjunction with
other data, identification, association, or correlation of or with Licensee, its Affiliates, Users, customers, suppliers
or other persons interacting with any of the foregoing, or any Confidential Information of Licensee or any device
as originating through or interacting with Licensee or its Affiliates (“Identifiable System Data”), Sycomp may
only collect and use Identifiable System Data internally to administer, provide and improve the Product and
Services as a generally available service offering, to identify opportunities for Licensee to optimize its use of the
Product, including the provision of additional training, and to identify to Licensee complementary uses of
Sycomp’s other products and services. Sycomp will not target any data analysis at, or otherwise use any
Identifiable System Data to derive or attempt to derive information regarding, Licensee and its Affiliates, their
businesses, operations, finances, users, customers, prospective customers, suppliers or other persons interacting
with Licensee and its Affiliates. Sycomp will not target any development efforts arising from its use of
Identifiable System Data at any person on the basis of the intended recipient’s relationship with Licensee or any
of its Affiliates or the intended recipient being in same industry or market as Licensee or any of its Affiliates.
Sycomp will not use or disclose any Identifiable System Data for any other purpose unless otherwise agreed in
writing by the Parties, and will, except for the use permitted in this Section, maintain the confidentiality and
security of Identifiable System Data as Confidential Information.

9.4 Use of Other Data. Notwithstanding the foregoing, nothing in this Agreement will restrict: (a)
Sycomp’s use of System Data or data derived from System Data that does not identify or permit, alone or in
conjunction with other data, identification, association, or correlation of or with (i) Licensee, its Affiliates, Users,
customers, suppliers or other persons interacting with Licensee and its Affiliates or any Confidential Information
of Licensee, or (ii) any device (e.g. computer, mobile telephone, or browser) used to access or use the Product as
originating through Licensee or its Affiliates or interacting with Licensee or its Affiliates; or (b) either Party’s
use of any data, records, files, content or other information related to any third party that is collected, received,
stored or maintained by a Party independently from this Agreement.

9.5 Security; Breach Notification. Sycomp will comply with the security practices (if any)
incorporated or referenced in the Product Listing and Documentation for the Product, provided however that at all
times Sycomp will, consistent with industry standard practices, implement and maintain physical, administrative
and technical safeguards and other security measures: (a) to maintain the security and confidentiality of Licensee
Data; and (b) to maintain the availability and integrity of Licensee Data and to protect Licensee Data from known
or reasonably anticipated threats or hazards to its security, including accidental loss, unauthorized use, access,
alteration or disclosure. Sycomp will inform Licensee promptly upon discovery of any material unauthorized
access to, any unauthorized loss, use or disclosure of any Licensee Data ( a “Security Incident”), provided that
such notification is not prohibited by Law. Sycomp will investigate the cause of the Security Incident and take
reasonable steps to prevent further unauthorized access, loss, use or disclosure of Licensee Data. At Licensee’s
request and cost, Sycomp will reasonably cooperate with Licensee in complying with its obligations under
applicable law pertaining to responding to a Security Incident. Sycomp’s obligation to report or respond to a
Security Incident under this Section is not an acknowledgement by Sycomp of any fault or liability with respect to
the Security Incident.

9.6 Data Protection Legislation.

9.6.1 Each Party will comply with all Data Protection Laws, and any implementations of such
Laws, applicable to its performance under this Agreement. The Parties acknowledge and agree that they will
consider in good faith implementing any codes of practice and best practice guidance issued by relevant
authorities as they apply to applicable country specific Data Protection Laws or their implementations.

9.6.2 Without limiting the generality of the foregoing, if Sycomp is collecting or furnishing
Personal Data to Licensee or if Sycomp is processing, storing or transferring Personal Data on behalf of Licensee,
then Sycomp and Licensee and/or their Affiliate(s), as applicable, will agree to supplemental privacy and security
terms consistent with applicable Law. Unless Sycomp and Licensee expressly agree to be bound by other terms
and conditions that reflect their respective legal obligations with respect to Personal Data, Sycomp and Licensee
agree to the terms and conditions of the attached Data Processing Addendum. For the avoidance of doubt, no
Personal Data should be processed or transferred under this Agreement without Privacy and Security Terms
necessary for compliance with applicable Law.

9.7 Remedies. Each Party agrees that in the event of a breach or threatened breach of this Section 9,
the non-breaching Party will be entitled to injunctive relief against the breaching Party in addition to any other
remedies to which the non-breaching Party may be entitled.

10. Limitations of Liability.

10.1 Disclaimer; General Cap. SUBJECT TO SECTIONS 10.2, 10.3 AND 10.4, IN NO EVENT
WILL (a) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL,
PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (b)
EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER SUCH DAMAGES
ARE BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY, EXCEED THE FEES AND OTHER
AMOUNTS PAID AND REQUIRED TO BE PAID UNDER THIS AGREEMENT IN THE 12 MONTHS
PRECEDING THE EVENT GIVING RISE TO THE DAMAGES.

10.2 Exception for Gross Negligence, Willful Misconduct or Fraud. THE EXCLUSIONS OF
AND LIMITATIONS ON LIABILITY SET FORTH IN SECTION 10(a) AND (b) WILL NOT APPLY TO A
PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

10.3 Exception for Certain Indemnification Obligations. THE EXCLUSIONS OF AND
LIMITATIONS ON LIABILITY SET FORTH IN SECTIONS 10.1(a) AND (b) WILL NOT APPLY TO
ANY COSTS OF DEFENSE AND ANY AMOUNTS AWARDED AGAINST THE INDEMNIFIED PARTY
BY A COURT OF COMPETENT JURISDICTION OR AGREED UPON PURSUANT TO SETTLEMENT
AGREEMENT THAT ARE SUBJECT TO SUCH PARTY’S INDEMNIFICATION AND DEFENSE
OBLIGATIONS UNDER THIS AGREEMENT.

10.4 Special Cap for Security Breach.

10.4.1 FOR SAAS SERVICE SUBSCRIPTIONS, THE EXCLUSIONS OF AND
LIMITATIONS ON LIABILITY SET FORTH IN SECTIONS 10.1(a) AND (b) WILL NOT APPLY TO, AND
INSTEAD SECTION 10.4.2 WILL APPLY TO: (a) GOVERNMENT FINES AND PENALTIES INCURRED
BY LICENSEE AND LICENSEE’S OUT-OF-POCKET, REASONABLE AND DOCUMENTED COSTS OF
INVESTIGATION, NOTIFICATION, REMEDIATION AND MITIGATION SPECIFIED IN SECTION 11.5
RESULTING FROM ANY SECURITY INCIDENT RESULTING FROM BREACH OF SYCOMP’S
OBLIGATIONS UNDER THE PRIVACY AND SECURITY TERMS OR ANY VIOLATION BY SYCOMP
OF DATA PROTECTION LAWS, AND SYCOMP’S OBLIGATIONS WITH RESPECT THERETO
PURSUANT TO SECTION 11.5; AND (b) ANY LIABILITIES ARISING FROM CLAIMS BROUGHT BY
THIRD PARTIES AGAINST LICENSEE ARISING FROM ANY SECURITY INCIDENT RESULTING
FROM BREACH OF SYCOMP’S OBLIGATIONS UNDER ANY PRIVACY AND SECURITY TERMS OR
ANY VIOLATION BY SYCOMP OF DATA PROTECTION LAWS, INCLUDING OUT-OF-POCKET COSTS
OF DEFENSE AND ANY AMOUNTS AWARDED AGAINST LICENSEE BY A COURT OF COMPETENT
JURISDICTION OR AGREED UPON PURSUANT TO A SETTLEMENT AGREEMENT.

10.4.2 FOR SAAS SERVICE SUBSCRIPTIONS, SYCOMP’S AGGREGATE LIABILITY
UNDER THIS AGREEMENT FOR ANY SECURITY INCIDENT RESULTING FROM BREACH OF
SYCOMP’S OBLIGATIONS UNDER ANY PRIVACY AND SECURITY TERMS OR RESULTING FROM
BREACH OF SYCOMP’S OBLIGATIONS UNDER THE PRIVACY AND SECURITY TERMS OR ANY
VIOLATION BY SYCOMP OF DATA PROTECTION LAWS, INCLUDING GOVERNMENT FINES AND
PENALTIES INCURRED BY LICENSEE AND LICENSEE’S OUT-OF-POCKET, REASONABLE AND
DOCUMENTED COSTS SET FORTH IN SECTION 11.5 AND SYCOMP’S INDEMNIFICATION AND
DEFENSE OBLIGATIONS PURSUANT TO SECTION 11.1(b) AND ITS OBLIGATIONS PURSUANT TO
SECTION 11.5 AND SYCOMP’S OBLIGATIONS WITH RESPECT THERETO PURSUANT TO SECTION
11.5, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY,
WILL NOT EXCEED (IN LIEU OF AND NOT IN ADDITION TO THE AMOUNT SET FORTH IN SECTION
10.1) THREE TIMES THE FEES AND OTHER AMOUNTS PAID AND REQUIRED TO BE PAID UNDER
THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE DAMAGES.

11. Indemnification.

11.1 Sycomp Indemnity. Sycomp will, at its expense, defend Licensee and its Affiliates and their
respective officers, directors, employees, agents and representatives (collectively “Licensee Indemnified Parties”)
from and against any and all claims, actions, proceedings and suits brought by a third party (including government
investigations), (“Claims”) to the extent arising out of or alleging of any of the following: (a) infringement,
misappropriation or violation of any Proprietary Rights by the Licensed Materials or Licensee’s use thereof as
permitted under this Agreement; and (b) any unauthorized access, use or disclosure of Licensee Data resulting
from breach of Sycomp’s obligations under the Privacy and Security Terms or any violation by Sycomp of Data
Protection Laws. Sycomp will pay all costs, damages and amounts finally awarded by a court or agreed upon in
settlement (as set forth in Section 11.3 below) and any government fines and penalties assessed against or incurred
by Licensee in any such Claims.

11.2 Licensee Indemnity. Licensee will, at its expense, defend Sycomp and its Affiliates and their
respective officers, directors, employees, agents and representatives (collectively “Sycomp Indemnified
Parties”) from and against any and all Claims to the extent arising out of or alleging of any of the following: (a)
infringement, misappropriation or violation of any Proprietary Rights by the Licensee Materials or Licensee
Data or Sycomp’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt,
processing, transmission or storage of Licensee Data by Sycomp in the performance of its obligations as
permitted under this Agreement resulting from breach of Licensee’s obligations under Section 9.2.2. Licensee
will pay all costs, damages and amounts finally awarded by a court or agreed upon in settlement (as set forth in
Section 11.3 below) and any government fines and penalties assessed against or incurred by Sycomp in any such
Claims. Notwithstanding any provisions herein, if Licensee is a government entity, this Section 11.2 will not
apply except as permitted by applicable Law.

11.3 Process. The Party(ies) seeking indemnification pursuant to this Section 1 (each, an
“Indemnified Party” and collectively, the “Indemnified Parties”) will give the other Party (the “Indemnifying
Party”) prompt notice of each Claim for which it seeks indemnification, provided that failure or delay in
providing such notice will not release the Indemnifying Party from any obligations hereunder except to the extent
that the Indemnifying Party is prejudiced by such failure. The Indemnified Parties will give the Indemnifying
Party their reasonable cooperation in the defense of each Claim for which indemnity is sought, at the
Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Parties informed of the status
of each Claim. An Indemnified Party may participate in the defense at its own expense. The Indemnifying Party
will control the defense or settlement of the Claim, provided that the Indemnifying Party, without the Indemnified
Parties’ prior written consent: (a) will not enter into any settlement that; (i) includes any admission of guilt or
wrongdoing by any Indemnified Party; (ii) imposes any financial obligations on any Indemnified Party that
Indemnified Party is not obligated to pay under this Section 11; (iii) imposes any non-monetary obligations on
any Indemnified Party; and (iv) does not include a full and unconditional release of any Indemnified Parties; and
(b) will not consent to the entry of judgment, except for a dismissal with prejudice of any Claim settled as
described in (a). The Indemnifying Party will ensure that any settlement into which it enters for any Claim is
made confidential, except where not permitted by applicable Law.

11.4 Infringement Remedy. In addition to Sycomp’s obligations under Section 11.1, if the Product
or other Licensed Materials is held, or in Sycomp’s opinion is likely to be held, to infringe, misappropriate or
violate any Proprietary Rights, or, if based on any claimed infringement, misappropriation or violation of
Proprietary Rights, an injunction is obtained, or in Sycomp’s opinion an injunction is likely to be obtained, that
would prohibit or interfere with Licensee’s use of the Licensed Materials under this Agreement, then Sycomp will
at its option and expense either: (a) procure for Licensee the right to continue using the affected Licensed
Materials in accordance with the license granted under this Agreement; or (b) modify or replace the affected
Licensed Materials so that the modified or replacement Licensed Materials are reasonably comparable in
functionality, interoperability with other software and systems, and levels of security and performance and do not
infringe, misappropriate or violate any third-party Proprietary Rights. If, in such circumstances, Sycomp cannot
not successfully accomplish any of the foregoing actions on a commercially reasonable basis, Sycomp will notify
Licensee and either Party may terminate the Subscription and this Agreement, in which case Sycomp will refund
to Licensee any fees prepaid to Sycomp by Licensee prorated for the unused portion of the Subscription. For
clarity, Sycomp’s indemnification and defense obligations under this Section include infringement Claims based
on use of the Licensed Materials by Licensee Indemnified Parties following an initial infringement Claim except
that, if Sycomp responds to an infringement Claim by accomplishing the solution in (b), Sycomp will have no
obligation to defend and indemnify Licensee for infringement Claims arising from Licensee’s use after the
accomplishment of (b) of the infringing Licensed Materials for which Sycomp provided modified or replacement
Licensed Materials and a reasonable time to implement the modified or replacement Licensed Materials.

11.5 Security Breach Remedy. In the case of a SaaS Service Subscription, in addition to Sycomp’s
obligations under Section 10.1, in the event of any Security Incident resulting from breach of Sycomp’s
obligations under any Privacy and Security Terms or any violation by Sycomp of Data Protection Laws, Sycomp
will pay the government fines and penalties and other out-of-pocket costs incurred by Licensee, to the extent
reasonable and documented, for (a) investigating and responding to the Security Incident; (b) legal advice
regarding the Security Incident; (c) providing notification to affected individuals, applicable government and
relevant industry self-regulatory agencies and the media; (d) providing credit monitoring and/or identity theft
services to affected individuals; (e) operating a call center to respond to questions from affected individuals; and
(f) any other investigation, mitigation, remediation, or notification required by law or regulators to be undertaken
by Licensee in response to such Security Incident.

11.6 Limitations.

11.6.1 Sycomp will have no liability or obligation under this Section 11 with respect to any
infringement Claim to the extent attributable to any: (a) modifications to the Licensed Materials not provided by
Sycomp or its Personnel; (b) use of the Product in combination with third-party equipment or software not
provided or made accessible by Sycomp or not specifically referenced for use with the Licensed Materials by the
Product Listing or Documentation; (c) use of the Licensed Materials by Licensee in breach of this Agreement, or
(d) any Claim arising from or in connection to Open Source Software. Sycomp’s liability under this Section 11
with respect to any infringement Claim that is attributable to use of the Product in combination with third-party
equipment or software provided or made accessible by Sycomp or specifically referenced by the Product Listing
or Documentation is limited to Sycomp’s proportional share of defense costs and indemnity liability based on the
lesser of: (i) the value of the contribution of the Licensed Materials to the total value of the actual or allegedly
infringing combination; or (ii) the relative contribution of the Licensed Materials to the actual or allegedly
infringed claims (e.g., the Licensed Materials are alleged to satisfy one limitation of a claim with four separate
limitations and Sycomp would be responsible for a 25% share of the defense and indemnity obligations).

11.6.2 Licensee will have no liability or obligation under this Section 10 with respect to any
infringement Claim to the extent attributable to any: (a) modifications to the Licensee Materials or Licensee
Data not provided or enabled by Licensee or its Personnel; or (b) use of the Licensee Materials or Licensee Data
by Sycomp in breach of this Agreement.

11.6.3 This Section 11 states the entire liability of Sycomp with respect to infringement,
misappropriation or violation of Proprietary Rights of third parties by any Licensed Materials or any part thereof
or by any use thereof by Licensee, and this Section 11 states the entire liability of Licensee with respect to
infringement, misappropriation or violation of Proprietary Rights of third parties by any Licensee Materials,
Licensee Data or any part thereof or by any use, receipt, storage or processing thereof by Sycomp.

11.7 Not Limiting. The foregoing indemnities will not be limited in any manner whatsoever by any
required or other insurance coverage maintained by a Party.

12. Insurance.

12.1 Coverages. Each Party will obtain and maintain appropriate insurance necessary for
implementing and performing under this Agreement in accordance with applicable Law and in accordance with
the requirements of this Section 12. Each Party will at its own cost and expense, acquire and continuously
maintain the following insurance coverage during the term of this Agreement and for one year after:

12.1.1 Commercial General Liability insurance, including all major coverage categories,
including premises-operations, property damage, products/completed operations, contractual liability, personal
and advertising injury with limits of $1,000,000 per occurrence and $2,000,000 general aggregate, and $5,000,000
products/completed operations aggregate;

12.1.2 Professional Liability insurance, covering liabilities for financial loss resulting or arising
from acts, errors or omissions in rendering Services in connection with this Agreement including acts, errors or
omissions in rendering computer or information technology Services, proprietary rights infringement, data
damage/destruction/corruption, failure to protect privacy, unauthorized access, unauthorized use, virus
transmission and denial of service from network security failures with a minimum limit of $2,000,000 each claim
and annual aggregate;

12.1.3 If a SaaS Service Subscription, Cyber Liability or Technology Errors and Omissions,
with limits of $2,000,000 each claim and annual aggregate, providing for protection against liability for: (a)
system attacks; (b) denial or loss of service attacks; (c) spread of malicious software code; (d) unauthorized access
and use of computer systems; (e) liability arising from loss or disclosure of personal or corporate confidential
data; (f) cyber extortion; (g) breach response and management coverage; (h) business interruption; and (i)
invasion of privacy; and

12.1.4 If a SaaS Service Subscription, Computer Crime Insurance with limits of $1,000,000 and
Employee Theft/Licensee Insurance Coverage with limits of $500,000.

12.2 Umbrella Insurance. The limits of insurance may be satisfied by any combination of primary
and umbrella/excess insurance.

12.3 Certificates and Other Requirements. Prior to execution of this Agreement and annually
thereafter during the term, Licensee may request that Sycomp furnish to Licensee a certificate of insurance
evidencing the coverages set forth above. Sycomp’s Commercial General Liability and any umbrella insurance
relied upon to meet the obligations in this Section will be primary and non-contributory coverage and the
policies will not contain any intra-insured exclusions as between insured persons or organizations. Sycomp’s
Commercial General Liability policy will provide a waiver of subrogation in favor of Licensee and its Affiliates.
The stipulated limits of coverage above will not be construed as a limitation of any potential liability to
Licensee, and failure to request evidence of this insurance will not be construed as a waiver of Sycomp’s
obligation to provide the insurance coverage specified.

13. General.

13.1 No Additional Terms. No shrink-wrap, click-acceptance or other terms and conditions outside
this Agreement provided with any Licensed Materials or any part thereof (“Additional Terms”) will be binding
on Licensee or its Users, even if use of the Licensed Materials, or any part thereof, requires an affirmative
“acceptance” of such Additional Terms before access to or use of the Licensed Materials, or any part thereof, is
permitted. All such Additional Terms will be of no force or effect and will be deemed rejected by Licensee in
their entirety. For clarity, the Product Listing and or Documentation are not Additional Terms subject to this
Section.

13.2 Applicable Law. This Agreement will be governed and interpreted under the laws of the State of
California, excluding its principles of conflict of laws. The Parties agree that any legal action or proceeding
relating to this Agreement will be instituted solely in the state and federal courts located in Santa Clara County,
California. Each Party irrevocably submits to the jurisdiction of such courts, and each Party waives any objection
that it may have to the laying of the venue of any such action or proceeding in the manner provided in this
Section. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods
does not apply to this Agreement. To the maximum extent permitted by law each Party waives any and all rights
to a trial by jury.

13.3 Assignment. Neither Party may assign or transfer this Agreement or any rights or delegate any
duties herein without the prior written consent of the other Party, which will not be reasonably withheld, delayed
or conditioned. Notwithstanding the foregoing, and without gaining the other Party’s written consent, Sycomp
may assign this Agreement, in its entirety, and delegate its obligations to its Affiliates or to any entity acquiring
all or substantially all of its assets related to the Product, whether by sale of assets, sale of stock, merger or
otherwise and Licensee may assign this Agreement, in its entirety, to any Affiliates or entity acquiring all or
substantially all of its assets related to Licensee’s account or the Licensee’s entire business, whether by sale of
assets, sale of stock, merger or otherwise. Any attempted assignment, transfer or delegation in contravention of
this Section will be null and void. This Agreement will inure to the benefit of the Parties hereto and their
permitted successors and assigns.

13.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties
relating to the subject matter hereof, and there are no other representations, understandings or agreements
between the Parties relating to the subject matter hereof. The terms and conditions of this Agreement will not be
changed, amended, modified or waived unless such change, amendment, modification or waiver is in writing and
signed by authorized representatives of the Parties. NEITHER PARTY WILL BE BOUND BY, AND EACH
SPECIFICALLY OBJECTS TO, ANY PROVISION THAT IS DIFFERENT FROM OR IN ADDITION TO
THIS AGREEMENT (WHETHER PROFFERED ORALLY OR IN ANY QUOTATION, PURCHASE ORDER,
INVOICE, SHIPPING DOCUMENT, ONLINE TERMS AND CONDITIONS, ACCEPTANCE,
CONFIRMATION, CORRESPONDENCE, OR OTHERWISE), UNLESS SUCH PROVISION IS
SPECIFICALLY AGREED TO IN A WRITING SIGNED BY BOTH PARTIES.

13.5 Survival. Sections 5 (Proprietary Rights), 7 (Confidentiality), 8.3 (Effect of Termination), 9.2.1
(Licensee Data and Licensee Materials), 10 (Limitations of Liability), 11 (Indemnification), 12 (Insurance), 13
(General) and 14 (Definitions) and any perpetual license granted under this Agreement, together with all other
provisions of this Agreement that may reasonably be interpreted or construed as surviving expiration or
termination, will survive the expiration or termination of this Agreement for any reason; but the nonuse and
nondisclosure obligations of Section 7 will expire five years following the expiration or termination of this
Agreement, except with respect to, and for as long as, any Confidential Information constitutes a trade secret.

13.6 Export Laws. Each Party will comply with all applicable customs and export control laws and
regulations of the United States and/or such other country, in the case of Licensee, where Licensee or its Users
use the Product or Services, and in the case of Sycomp, where Sycomp provides the Product or Services. Each
Party certifies that it and its Personnel are not on any of the relevant U.S. Government Lists of prohibited
persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals and the
Commerce Department’s list of Denied Persons. Neither Party will export, re-export, ship, or otherwise transfer
the Licensed Materials, Services or Licensee Data to any country subject to an embargo or other sanction by the
United States or other applicable jurisdiction.

13.7 Force Majeure. Neither Party will be liable hereunder for any failure or delay in the
performance of its obligations in whole or in part, on account of riots, fire, flood, earthquake, explosion,
epidemics, war, strike or labor disputes (not involving the Party claiming force majeure), embargo, civil or
military authority, act of God, governmental action or other causes beyond its reasonable control and without the
fault or negligence of such Party or its Personnel and such failure or delay could not have been prevented or
circumvented by the non-performing Party through the use of alternate sourcing, workaround plans or other
reasonable precautions (a “Force Majeure Event”). If a Force Majeure Event continues for more than 14 days
for any Subscription with Entitlement Pricing, Licensee may cancel the unperformed portion of the Subscription
and receive a pro rata refund of any fees prepaid by Licensee to Sycomp for such unperformed portion.

13.8 Government Rights. As defined in FARS §2.101, the Product and Documentation are
“commercial items” and according to DFARS §252.227 and 7014(a)(1) and (5) are deemed to be “commercial
computer software” and “commercial computer software documentation”. Consistent with FARS §12.212 and
DFARS §227.7202, any use, modification, reproduction, release, performance, display or discourse of such
commercial software or commercial software documentation by the U.S. government will be governed solely by
the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this
Agreement.

13.9 Headings. The headings throughout this Agreement are for reference purposes only, and the
words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation,
construction or meaning of the provisions of this Agreement.

13.10 No Third-Party Beneficiaries. Except as specified in Section 11 with respect to Licensee
Indemnified Parties and Sycomp Indemnified Parties, nothing express or implied in this Agreement is intended to
confer, nor will anything herein confer, upon any person other than the Parties and the respective successors or
assigns of the Parties, any rights, remedies, obligations or liabilities whatsoever.

13.11 Notices. To be effective, notice under this Agreement must be given in writing. Each Party
consents to receiving electronic communications and notifications from the other Party in connection with this
Agreement. Each Party agrees that it may receive notices from the other Party regarding this Agreement: (a) by
email to the email address designated by such Party as a notice address for the EULA; (b) by personal delivery; (c)
by registered or certified mail, return receipt requested; or (d) by nationally recognized courier service. Notice
will be deemed given upon written verification of receipt.

13.12 Nonwaiver. Any failure or delay by either Party to exercise or partially exercise any right, power
or privilege under this Agreement will not be deemed a waiver of any such right, power or privilege under this
Agreement. No waiver by either Party of a breach of any term, provision or condition of this Agreement by the
other Party will constitute a waiver of any succeeding breach of the same or any other provision hereof. No such
waiver will be valid unless executed in writing by the Party making the waiver.

13.13 Publicity. Neither Party will issue any publicity materials or press releases that refer to the other
Party or its Affiliates, or use any trade name, trademark, service mark or logo of the other Party or its Affiliates in
any advertising, promotions or otherwise, without the other Party’s prior written consent.

13.14 Relationship of Parties. The relationship of the Parties will be that of independent contractors,
and nothing contained in this Agreement will create or imply an agency relationship between Licensee and
Sycomp, nor will this Agreement be deemed to constitute a joint venture or partnership or the relationship of
employer and employee between Licensee and Sycomp. Each Party assumes sole and full responsibility for its
acts and the acts of its Personnel. Neither Party will have the authority to make commitments or enter into
contracts on behalf of, bind, or otherwise oblige the other Party.

13.15 Severability. If any term or condition of this Agreement is to any extent held invalid or
unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby,
and each term and condition will be valid and enforceable to the fullest extent permitted by law.

13.16 Subcontracting. Sycomp may use Subcontractors in its performance under this Agreement,
provided that: (a) Sycomp remains responsible for all its duties and obligations hereunder and the use of any
Subcontractor will not relieve or reduce any liability of Sycomp or cause any loss of warranty under this
Agreement; and (b) Sycomp agrees to be directly liable for any act or omission by such Subcontractor to the
same degree as if the act or omission were performed by Sycomp such that a breach by a Subcontractor of the
provisions of this Agreement will be deemed to be a breach by Sycomp. The performance of any act or omission
under this Agreement by a Subcontractor for, by or through Sycomp will be deemed the act or omission of
Sycomp. Upon request, Sycomp will identify to Licensee any Subcontractors performing under this Agreement,
including any that have access to Licensee Data, and such other information reasonably requested by Licensee
about such subcontracting.

14. Definitions.

14.1 “Affiliate” means, with respect to a Party, any entity that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control with such Party.

14.2 “Contractor” means any third party contractor of Licensee or other third party performing
services for Licensee, including outsourcing suppliers.

14.3 “Data Protection Law” means all data protection and privacy laws applicable to the processing
of Personal Data under the Agreement, including Regulation 2016/679 (General Data Protection Regulation)
(“GDPR”), and Cal. Civ. Code 1798.100 et seq. (California Consumer Privacy Act) (“CCPA”).

14.4 “Documentation” means the user guides, manuals, instructions, specifications, notes,
documentation, printed updates, “read-me” files, release notes and other materials related to the Product
(including all information included or incorporated by reference in the applicable Product Listing), its use,
operation or maintenance, together with all enhancements, modifications, derivative works, and amendments to
those documents, that Sycomp publishes or provides under this Agreement.

14.5 “International Data Transfer Mechanism” means the special protections that some
jurisdictions require two or more parties that transfer information across international borders to adopt to make
the transfer lawful, e.g., Standard Contractual Clauses, Binding Corporate Rules, or statutory obligations that
require the parties to adopt certain technical, organizational, or contractual measures. “Transfer,” in the context
of an International Data Transfer Mechanism, means to disclose or move personal data from a storage location in
one jurisdiction to another, or to permit a party in one jurisdiction to access Personal Data that the other party
stores in another jurisdiction that requires an International Data Transfer Mechanism.

14.6 “Licensed Materials” means the Product, Documentation and any other items, materials or
deliverables that Sycomp provides, or is obligated to provide, as part of a Subscription.

14.7 “Licensee Data” means all data, records, files, information or content, including text, sound,
video, images and software, that is (a) input or uploaded by Licensee or its Users to or collected, received,
transmitted, processed, or stored by Licensee or its Users using the Product or SaaS Service in connection with
this Agreement, or (b) derived from (a). Licensee Data is Confidential Information of Licensee.

14.8 “Licensee’s Computing Environment” means the Licensee computing environment in
which Sycomp authorizes use of the Subscription.

14.9 “Licensee Materials” means any property, items or materials, including Licensee Data,
furnished by Licensee to Sycomp for Sycomp’s use in the performance of its obligations under this Agreement.

14.10 “Marketplace” means the marketplace operated by a third party including Microsoft Azure, Google
GCP, and IBM as they may be updated from time to time.

14.11 “Open Source Software” means software distributed under a licensing or distribution model that
is publicly available and makes the source code to such software available to licensees for use, modification and
redistribution. Open Source Software shall include without limitation software embedded in or provided with a
Product or in connection with a SaaS Service.

14.12 “Personal Data” means information the Licensee Data that identifies, relates to, describes, is
reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a data
subject. “Personal Data” includes equivalent terms in other Data Protection Law, such as the CCPA-defined term
“Personal Information,” as context requires, to the extent such information forms part of the Licensee Data.

14.13 “Personnel” means a Party or its Affiliate’s directors, officers, employees, non-employee
workers, agents, auditors, consultants, contractors, subcontractors and any other person performing services on
behalf of such Party (but excludes the other Party and any of the foregoing of the other Party).

14.14 “Privacy and Security Terms” means Section 11.5, the attached Data Protection Addendum
(if applicable), and any other terms and conditions regarding the privacy and security of data agreed upon by
the parties that are a part of this Agreement, whether in an addendum or amendment to this EULA.

14.15 “Product Listing” means the description of Product and other product information listed on the
Marketplace and offered by Sycomp or its authorized reseller, including Support Services and Sycomp’s
policies and procedures incorporated or referenced in the product information. The Product Listing may also
describe, incorporate or reference Sycomp’s security practices or disclosures concerning Open Source Software.

14.16 “Product” means the computer software and any associated data, content and/or services
identified in the applicable Product Listing that Sycomp provides or is obligated to provide as part of a
Subscription, including any patches, bug fixes, corrections, remediation of security vulnerabilities, updates,
upgrades, modifications, enhancements, derivative works, new releases and new versions of the foregoing that
Sycomp provides, or is obligated to provide, as part of the Subscription.

14.17 “Proprietary Rights” means all intellectual property and proprietary rights throughout the world,
whether now known or hereinafter discovered or invented, including, without limitation, all: (a) patents and patent
applications; (b) copyrights and mask work rights; (c) trade secrets; (d) trademarks; (e) rights in data and
databases; and (f) analogous rights throughout the world.

14.18 “SaaS Service” means access and use of the Product, or a component of a Product, as deployed
and hosted by Sycomp in the Sycomp’s Computing Environment, and any software and other technology
provided or made accessible by Sycomp in connection therewith (and not as a separate product or service) that
Licensee is required or has the option to use in order to access and use the Product.

14.19 “Services” means all services and tasks that Sycomp provides or is obligated to provide under
this Agreement, including without limitation Support Services.

14.20 “Subcontractor” means any third party subcontractor or other third party to whom Sycomp
delegates any of its duties and obligations under this Agreement.

14.21 “Subscription” means a Product subscription for a specific use capacity purchased by Licensee
and fulfilled by Sycomp for the licensing and provision of Product, whether deployed in Licensee’s Computing
Environment and/or provided as a SaaS Service through Sycomp’s Computing Environment.

14.22 “Support Services” means the support and maintenance services for the Product that Sycomp
provides, or is obligated to provide, as described in the Product Listing.

14.23 “Sycomp’s Computing Environment” means the computing infrastructure and systems used
by Sycomp to provide the Product via SaaS Service.

14.24 “System Data” means data and data elements (other than Licensee Data) collected by the
Product, SaaS Service or Sycomp’s Computer Environment regarding configuration, environment, usage,
performance, vulnerabilities and security of the Product or SaaS Service that may be used to generate logs,
statistics and reports regarding performance, availability, integrity and security of the Product or SaaS Service.

14.25 “Third Party Software” means software delivered as part of the Product or in conjunction
with the Product that is licensed by Licensee through Sycomp from a third party licensor. Third Party Software
is subject to the licensing terms and conditions of the licensor’s Customer or End User Agreement.

14.26 “User” means Licensee, its Affiliates and any person or software program or computer
systems authorized by Licensee or any of its Affiliates to access and use the Product as permitted under this
Agreement, including Contractors of Licensee or its Affiliates.

Data Processing Addendum for Sycomp Storage EULA

This Data Processing Addendum (this “Addendum”) is part of the EULA between Sycomp (who is the
Processor) and Licensee (who is the Controller) and governs Sycomp’s processing of Personal Data in its
capacity as a Processor in connection with Sycomp’s provision of the Services it provides pursuant to the EULA.
This Addendum shall only apply if Sycomp and Licensee have not entered into a separate data processing
agreement or similar contractual arrangement with respect to the processing of Personal Data. All capitalized
terms used but not defined in this Addendum have the meanings given to them in the EULA.

Processing of Personal Data

I. DEFINITIONS

1. “Controller” means the entity that determines the purposes and means of the processing of Personal
Data. “Controller” includes equivalent terms in other Data Protection Law, such as the CCPA-defined term
“Business” or “Third Party,” as context requires.

2. “Personal Data Breach” means a confirmed breach of security of the Services that caused an accidental
or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, or an event that
qualifies as a reportable data breach under applicable Data Protection Law.

3. “Processor” means an entity that processes personal data on behalf of another entity. “Processor”
includes equivalent terms in other Data Protection Law, such as the CCPA-defined term “Service Provider,” as
context requires.

4. “Sensitive Data” means the following types and categories of data: data revealing racial or ethnic origin,
political opinions, religious or philosophical beliefs, or trade union membership; genetic data; biometric data; data
concerning health, including protected health information governed by the Health Insurance Portability and
Accountability Act; data concerning a natural person's sex life or sexual orientation; government identification
numbers (e.g., SSNs, driver’s license); payment card information; nonpublic personal information governed by
the Gramm-Leach-Bliley Act; an unencrypted identifier in combination with a password or other access code that
would permit access to a data subject’s account; and precise geolocation.

II. INTERNATIONAL DATA TRANSFERS

1. International Data Transfer. Before Licensee transfers Personal Data to Sycomp, or permits Sycomp
to access Personal Data located in a jurisdiction that requires an International Data Transfer Mechanism,
Licensee will notify Sycomp of the relevant requirement and the parties will work together in good faith to
fulfill the requirements of that International Data Transfer Mechanism. The parties will institute and comply
with any International Data Transfer Mechanism that may be required by applicable Data Protection Law.

III. DATA PROTECTION GENERALLY

1. Compliance. The parties will comply with their respective obligations under Data Protection Law and
their respective privacy notices.

2. Confidentiality. Sycomp will restrict access to Personal Data to those authorized persons who need such
information to provide the Services. Such authorized persons are obligated to maintain the confidentiality of any
Personal Data.

3. Security. Sycomp will implement appropriate technical and organizational measures to ensure a level of
security appropriate to the Personal Data provided by Licensee and processed by Sycomp. Such security
measureswill be at least as protective as the security requirements set forth in the EULA. When choosing security
controls, Sycomp will consider the state of the art, the cost of implementation, the nature, scope, context, and
purposes of Personal Data processing, and the risk to data subjects of a security incident or Personal Data Breach
affecting Personal Data.

4. Retention. Personal Data received from Licensee will be retained only for so long as may be reasonably
required in connection with Sycomp’s performance of the EULA or as otherwise required under Data Protection
Law.

5. Cooperation. Sycomp will cooperate to the extent reasonably necessary in connection with
Licensee’s requests related to data protection impact assessments and consultation with supervisory authorities
and for the fulfillment of Licensee’s obligation to respond to requests for exercising a data subject’s rights
under Data Protection Law. Sycomp reserves the right to charge Licensee for its reasonable costs in collecting
and preparing Personal Data for transfer and for any special arrangements for making the transfer.

6. Third Party Requests. If Sycomp receives a request from a third party in connection with any
government investigation or court proceeding that Sycomp believes would require it to produce any Personal
Data, Sycomp will inform Licensee in writing of such request and cooperate with Licensee if Licensee wishes
to limit, challenge or protect against such disclosure, to the extent permitted by applicable Law.

7. Instructions from the Licensee. Notwithstanding anything in the EULA to the contrary, Sycomp will
only process Personal Data in order to provide the Services to Licensee, in accordance with Licensee’s written
instructions, as permitted by the last sentence of Section 8 below, or as required by applicable Law. Sycomp
will promptly inform Licensee if following Licensee instructions would result in a violation of Data Protection
Law or where Sycomp must disclose Personal Data in response to a legal obligation (unless the legal obligation
prohibits Sycomp from making such disclosure).

8. Scope of Processing. Sycomp is prohibited from: (a) Selling (as such term is defined in the CCPA)
Personal Data, (b) retaining, using, or disclosing Personal Data for any purpose other than for the specific
business purpose of performing Licensee’s documented instructions for the business purposes defined in this
Addendum, including retaining, using, or disclosing the Personal Data for a commercial purpose other than
performing Licensee’s instructions, or (c) retaining, using, or disclosing the Personal Data outside of the direct
business relationship between the parties as defined in this Agreement. Sycomp certifies that it understands these
restrictions. Notwithstanding the foregoing, Sycomp may process Personal Data to retain or employ another
person as a sub-Processor (as defined in Section 10 below) in accordance with this Addendum, for internal use by
the Sycomp to improve the quality of its services (provided that Sycomp does not use the Personal Data to
perform services on behalf of another person), or to detect data security incidents or protect against malicious,
deceptive, fraudulent or illegal activity.

9. Sensitive Information. Licensee will inform Sycomp in advance if Personal Data includes Sensitive Data.

10. Sub-processors. Licensee grants Sycomp general authorization, as a processor, to engage other
processors (“Sub-processors”) to assist in providing the Services consistent with the EULA. Sycomp will make
a list of such Sub-processors accessible to Licensee prior to transferring any Personal Data to such Sub-
processors. Sycomp will notify Licensee of any changes to the list of Sub-processors by updating such list from
time to time in order to give Licensee an opportunity to object to such changes.

11. Sub-processor Liability. Where Sycomp engages a Sub-processor for carrying out specific processing
activities on behalf of Licensee, substantially similar data protection obligations as set out in this Addendum will
be imposed on that Sub-processor by way of a contract, in particular providing sufficient guarantees to
implement appropriate technical and organizational measures in such a manner that the processing will meet the
requirements of Data Protection Law. Sycomp will be liable for the acts or omissions of its Sub-processors to
the same extent as Sycomp would be liable if performing the services of the Sub-processor directly.

12. Recordkeeping. Upon a request issued by a supervisory authority for records regarding Personal Data,
Sycomp will cooperate to provide the supervisory authority with records related to processing activities
performed on Licensee’s behalf, including information on the categories of Personal Data processed and the
purposes of the processing, the use of service providers with respect to such processing, any data disclosures or
transfers to third parties and a general description of technical and organizational measures to protect the security
of such data.

13. Transfer of Personal Data; Appointment. Licensee authorizes Sycomp to transfer, store or process
Personal Data in the United States or any other country in which Sycomp or its Sub-processors maintain
facilities. Licensee appoints Sycomp to perform any such transfer of Personal Data to any such country and to
store and process Personal Data in order to provide the Services. Sycomp will conduct all such activity in
compliance with the EULA, this Addendum, data protection Law, any applicable International Data Transfer
Mechanism and Licensee instructions.

14. Deletion or Return. When instructed by Licensee, Sycomp will delete any Personal Data or return it
to Licensee in a secure manner and delete all remaining copies of Personal Data after such return except
where otherwise required under applicable Law. Sycomp will relay Licensee’s instructions to all Sub-
processors.

15. Breach Notification. After becoming aware of a Personal Data Breach, Sycomp will notify Licensee
without undue delay of: (a) the nature of the Personal Data Breach; (b) the number and categories of data subjects
and data records affected; and (c) the name and contact details for the relevant contact person at Sycomp.

16. Audits. Upon request, Sycomp will make available to Licensee all information necessary, and allow for
and contribute to audits, including inspections, conducted by Licensee or another auditor mandated by Licensee,
to demonstrate compliance with Data Protection Law. For clarity, such audits or inspections are limited to
Sycomp’s processing of Personal Data only, not any other aspect of Sycomp’s business or information systems. If
Licensee requires Sycomp to contribute to audits or inspections that are necessary to demonstrate compliance,
Licensee will provide Sycomp with written notice at least 60 days in advance of such audit or inspection. Such
written notice will specify the things, people, places or documents to be made available. Such written notice, and
anything produced in response to it (including any derivative work product such as notes of interviews), will be
considered Confidential Information and, notwithstanding anything to the contrary in the EULA, will remain
Confidential Information in perpetuity or the longest time allowable by applicable Law after termination of the
EULA. Such materials and derivative work product produced in response to Licensee’s request will not be
disclosed to anyone without the prior written permission of Sycomp unless such disclosure is required by
applicable Law. If disclosure is required by applicable Law, Licensee will give Sycomp prompt written notice of
that requirement and an opportunity to obtain a protective order to prohibit or restrict such disclosure except to the
extent such notice is prohibited by applicable Law or order of a court or governmental agency. Licensee will
make every effort to cooperate with Sycomp to schedule audits or inspections at times that are convenient to
Sycomp. If, after reviewing Sycomp’s response to Licensee’s audit or inspection request, Licensee requires
additional audits or inspections, Licensee acknowledges and agrees that it will be solely responsible for all costs
incurred in relation to such additional audits or inspections.