Version 2017-01-18 END USER LICENSE TERMS AND CONDITIONS THESE TERMS AND CONDITIONS (THESE “TERMS”) APPLY TO YOUR USE OF THE PRODUCTS (AS DEFINED BELOW) PROVIDED BY UBEEKO SAS. (“UBEEKO”). PLEASE READ THESE TERMS CAREFULLY. IF YOU (“YOU” OR “CUSTOMER”) PLAN TO USE ANY OF THE PRODUCTS ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ACCEPT ALL OF THE TERMS AND CONDITIONS SET FORTH IN AN ACCEPTED REQUEST (AS DEFINED BELOW) AND THESE TERMS (COLLECTIVELY, THE “AGREEMENT”) ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY). BY USING ANY OF THE PRODUCTS, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (B) YOU UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (C) YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THESE TERMS, YOU MAY NOT USE ANY PORTION OF THE PRODUCTS. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE YOU FIRST DOWNLOAD OR USE ANY OF THE PRODUCTS. Product. For the purpose of this Agreement, “Product” shall mean HFactory Tools, as well as any cloud-based service, trial software, or other software related to the foregoing. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. Any representation, promise or condition not explicitly set forth in this Agreement shall not be binding on either party. License Delivery. Subject to the payment of any applicable license fee, Ubeeko grants to Customer a nonexclusive, nontransferable, nonsublicensable, revocable and limited license to access and use the applicable Product as defined above solely for Customer’s internal purposes. The Product is delivered via electronic download or online access made available following Customer’s acceptance of this Agreement. License Restrictions. Unless expressly otherwise set forth in this Agreement, Customer will not: (a) modify, translate or create derivative works of the Product; (b) decompile, reverse engineer or reverse assemble any portion of the Product or attempt to discover any source code or underlying ideas or algorithms of the Product; (c) sell, assign, sublicense, rent, lease, loan, provide, distribute or otherwise transfer all or any portion of the Product; (d) make, have made, reproduce or copy the Product; (e) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Product; and (f) cause or permit any other party to do any of the foregoing. Ownership. As between Ubeeko and Customer and subject to the grants under this Agreement, Ubeeko owns all right, title and interest in and to: (a) the Product (including, but not limited to, any modifications thereto or derivative works thereof); (b) all ideas, inventions, discoveries, improvements, information, creative works and any other works discovered, prepared or developed by Ubeeko in the course of or resulting from the provision of any services under this Agreement; and (c) any and all Intellectual Property Rights embodied in the foregoing. For the purpose of this Agreement, “Intellectual Property Rights” means any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing. As between the parties and subject to the terms and conditions of this Agreement, Customer owns all right, title and interest in and to the data generated by the use of the Products by Customer. There are no implied licenses in this Agreement, and Ubeeko reserves all rights not expressly granted under this Agreement. No licenses are granted by Ubeeko to Customer under this Agreement, whether by implication, estoppels or otherwise, except as expressly set forth in this Agreement. Nondisclosure. “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by Ubeeko to Customer concerning or related to this Agreement or Ubeeko (whether before, on or after the Effective Date) which Customer knows or should know, given the facts and circumstances surrounding the disclosure of the information by Customer, is confidential information of Ubeeko. Confidential Information includes, but is not limited to, the components of the business plans, the Products, inventions, design plans, financial plans, computer programs, know-how, customer information, strategies and other similar information. Customer will, during the term of this Agreement and thereafter, maintain in confidence the Confidential Information and will not use such Confidential Information except as expressly permitted herein. Customer will use the same degree of care in protecting the Confidential Information as Customer uses to protect its own confidential information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by Customer solely for the purpose of carrying out Customer’s obligations under this Agreement. In addition, Customer: (a) will not reproduce Confidential Information, in any form, except as required to accomplish Customer’s obligations under this Agreement; and (b) will only disclose Confidential Information to its employees and consultants who have a need to know such Confidential Information in order to perform their duties under this Agreement and if such employees and consultants have executed a non-disclosure agreement with Customer with terms no less restrictive than the non-disclosure obligations contained in this Section. Confidential Information will not include information that: (i) is in or enters the public domain without breach of this Agreement through no fault of Customer; (ii) Customer can reasonably demonstrate was in its possession prior to first receiving it from Ubeeko; (iii) Customer can demonstrate was developed by Customer independently and without use of or reference to the Confidential Information; or (iv) Customer receives from a third-party without restriction on disclosure and without breach of a nondisclosure obligation. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments or other feedback provided by Customer to Ubeeko with respect to the Products (collectively, “Feedback”) will constitute Confidential Information. Further, Ubeeko will be free to use, disclose, reproduce, license and otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise. Subject to applicable law, in connection with the performance of this Agreement and Customer’s use of the Ubeeko Products, (i) Ubeeko agrees that it will not require Customer to deliver to Ubeeko any personally identifiable information (as defined by the National Institute of Standards and Technology) (“PII”) and (ii) Customer agrees not to deliver any PII to Ubeeko. Warranty Disclaimer. Customer represents warrants and covenants that: (a) all of its employees and consultants will abide by the terms of this Agreement; (b) it will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority, in its performance of this Agreement. Notwithstanding any terms to the contrary in this Agreement, Customer will remain responsible for acts or omissions of all employees or consultants of Customer to the same extent as if such acts or omissions were undertaken by Customer. THE PRODUCTS ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. UBEEKO AND ITS SUPPLIERS DO NOT WARRANT THAT ANY OF THE PRODUCTS WILL BE FREE FROM ALL BUGS, ERRORS, OR OMISSIONS. UBEEKO AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE PRODUCTS WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (I) WARRANTIES OF MERCHANTABILITY, (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT UBEEKO KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), AND (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER HAS RELIED ON NO WARRANTIES. Indemnification. Customer will indemnify, defend and hold Ubeeko and its directors, officers, employees, suppliers, consultants, contractors, and agents (“Ubeeko Indemnitees”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) resulting from any claim (including third-party claims), suit, action, or proceeding against any Ubeeko Indemnitees, whether successful or not, caused by, arising out of, resulting from, attributable to or in any way incidental to: (a) any breach of this Agreement (including, but not limited to, any breach of any of Customer’s representations, warranties or covenants); (b) the negligence or willful misconduct of Customer; or (c) the data and information used in connection with or generated by the use of the Products. Limitation of Liability. EXCEPT FOR ANY ACTS OF FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL: (A) UBEEKO BE LIABLE TO CUSTOMER OR ANY THIRD-PARTY FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS (INCLUDING RELATED TO YOUR USE OR INABILITY TO USE THE PRODUCTS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF Ubeeko HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) UBEEKO’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE TO Ubeeko, IF ANY, UNDER THIS AGREEMENT OR FIVE U.S. DOLLARS. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. Third-Party Suppliers. The Product may include software or other code distributed subject to licenses from third-party suppliers (“Third Party Software”). Customer accepts and agrees to the terms of such third-party licenses applicable to the Third Party Software and acknowledges that such third-party suppliers disclaim and make no representation or warranty with respect to the Products or any portion thereof and assume no liability for any claim that may arise with respect to the Products or Customer’s use or inability to use the same. Transaction Data. Ubeeko will maintain commercially reasonable administrative, physical and technical safeguards designed for the protection, confidentiality and integrity of all Transaction Data (as defined below). All Transaction Data will be handled in accordance with the provisions set forth in the Data Policy found on Ubeeko’s website (the “Data Policy”), and Customer agrees to be bound by and comply with the Data Policy. Transaction Data shall not be considered “Confidential Information” as defined in these Terms, and instead shall be governed by the confidentiality and non-use provisions set forth in the Data Policy. As between Ubeeko and Customer, Customer or its licensors own all right, title, and interest in and to the Transaction Data. Ubeeko obtains no ownership rights under this Agreement from Customer or its licensors to any Transaction Data, including any related Intellectual Property Rights. In order for Ubeeko to provide the Ubeeko Online Services, Customer grants to Ubeeko certain rights with respect to the Transaction Data, including but not limited to the right to: (i) transmit, store and copy the Transaction Data in order to display the Transaction Data to Customer and its End Users; and (ii) make backups of the Transaction Data in order to prevent data loss. Customer grants Ubeeko the rights to use the Transaction Data as set forth in the Data Policy. “Transaction Data” means all data that is (i) input into the Products by Customer or any end user, (ii) generated by Ubeeko’s systems as a result of Customer’s or its end users’ use of the Products, or (iii) data that is generated for troubleshooting and diagnostics, in each case that is transmitted to Ubeeko. Transaction Data does not include Customer Data. Diagnostics and Reporting. Customer acknowledges that the product contains a diagnostic functionality as its default configuration. The diagnostic function collects configuration files, node count, software versions, log files and other information regarding Customer’s environment and use of the Products, and reports that information to Ubeeko for use to proactively identify potential support issues, to understand Customer’s environment, and to enhance the usability of the Products. While Customer may elect to change the diagnostic function in order to disable regular automatic reporting or to report only on filing of a support ticket, Customer agrees that, no less than once per quarter, it will run the diagnostic function and report the results to Ubeeko. Termination. The term of this Agreement commences on the Effective Date and continues for the period stated on Ubeeko’s web site, unless terminated for Customer’s breach of any material term herein. Notwithstanding any terms to the contrary in this Agreement, in the event of a breach of Sections 3, 4 or 6, Ubeeko may immediately terminate this Agreement. Upon expiration or termination of this Agreement: (a) all rights granted to Customer under this Agreement will immediately cease; and (b) Customer will promptly provide Ubeeko with all Confidential Information (including, but not limited to the Products) then in its possession or destroy all copies of such Confidential Information, at Ubeeko’s sole discretion and direction. Notwithstanding any terms to the contrary in this Agreement, this sentence and the following Sections will survive any termination or expiration of this Agreement: 4, 6, 7, 8, 9, 10, 13, 15, and 16. Third Party Resources. Ubeeko Products may include hyperlinks to other web sites or content or resources (“Third Party Resources”), and the functionality of such Ubeeko Products may depend upon the availability of such Third Party Resources. Ubeeko has no control over any Third Party Resources. You acknowledge and agree that Ubeeko is not responsible for the availability of any such Third Party Resources, and does not endorse any advertising, products or other materials on or available from such Third Party Resources. You acknowledge and agree that Ubeeko is not liable for any loss or damage which may be incurred by you as a result of the availability of Third Party Resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such Third Party Resources. Miscellaneous. This Agreement shall be governed by and construed under the laws of France, without regards to principles of conflict of laws. Any action or any dispute arising out of this Agreement shall be submitted to the exclusive jurisdiction of the Courts of Paris, France. Notwithstanding the foregoing, Ubeeko reserves the right to take action in any jurisdiction to assert or defend its intellectual property rights.