AVERE vFXT SOFTWARE LICENSE TERMS These license terms are an agreement between you and Avere Systems, Inc. (“Avere”) or one of its affiliates, including Microsoft Corp. (“Microsoft”). They apply to the software named above and any services or software updates provided by Avere or Microsoft (except to the extent such services or updates are accompanied by new or additional terms, in which case those different terms apply prospectively and do not alter your or Avere’s rights relating to pre-updated software or services). IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW. INSTALLATION AND USE RIGHTS. General. You may install and use any number of copies of the software. Included Applications. The software may include other Avere and Microsoft applications. These license terms apply to those included applications, if any, unless other license terms are provided with the other Microsoft applications. Product Keys. The software requires a key to install or access it. You are responsible for the use of any product key(s) assigned to you and must not share the key(s) with third parties. You may use as many copies of the software as the product key permits. Open Source Components. The software may contain third party copyrighted software licensed under open source licenses with source code availability obligations. Copies of those licenses are included in the ThirdPartyNotices file or other accompanying notices file. You may obtain the complete corresponding source code from Microsoft if and as required under the relevant open source license by sending a money order or check for $5.00 to: Source Code Compliance Team, Microsoft Corporation, 1 Microsoft Way, Redmond, WA 98052, USA. Please write “source code for Avere vFXT” in the memo line of your payment. You may also find a copy of the source at http://aka.ms/getsource. Third Party Components. The software may include third party components with separate legal notices or governed by other agreements, as may be described in the ThirdPartyNotices file(s) accompanying the software. SCOPE OF LICENSE. The software is licensed, not sold. Avere reserves all other rights. Unless applicable law gives you more rights despite this limitation, you will not (and have no right to): work around any technical limitations in the software that only allow you to use it in certain ways; reverse engineer, decompile or disassemble the software; remove, minimize, block, or modify any notices of Avere or its suppliers in the software; use the software in any way that is against the law or to create or propagate malware; or share, publish, or lend the software (except for any distributable code, subject to the applicable terms above), provide the software as a stand-alone hosted solution for others to use, or transfer the software or this agreement to any third party. DATA. The software may collect information about you and your use of the software and send that to Avere. Avere may use this information to provide services and improve Avere’s products and services. Your opt-out rights, if any, are described in the product documentation. Some features in the software may enable collection of data from users of your applications that access or use the software. If you use these features to enable data collection in your applications, you must comply with applicable law, including getting any required user consent, and maintain a prominent privacy policy that accurately informs users about how you use, collect, and share their data. You can learn more about Avere’s data collection and use in the product documentation and the Microsoft Privacy Statement at https://privacy.microsoft.com/en-us/privacystatement. You agree to comply with all applicable provisions of the Microsoft Privacy Statement. PROCESSING OF PERSONAL DATA. To the extent Avere is a processor or subprocessor of personal data in connection with the software, the GDPR Terms in Attachment 1 govern that processing and the parties also agree to the following terms in this sub-section (“Processing of Personal Data; GDPR”): Processor and Controller Roles and Responsibilities. Customer and Avere agree that Customer is the controller of Personal Data and Avere is the processor of such data, except when Customer acts as a processor of Personal Data, in which case Avere is a subprocessor. Avere will process Personal Data only on documented instructions from Customer. Customer agrees that its use and configuration of features in the software are Customer’s complete and final documented instructions to Avere for the processing of Personal Data. Any additional or alternate instructions must be agreed to according to the process for amending Customer’s terms of sale. In any instance where the GDPR applies and Customer is a processor, Customer warrants to Avere that Customer’s instructions, including appointment of Avere as a processor or subprocessor, have been authorized by the relevant controller. Processing Details. The parties acknowledge and agree that: The subject-matter of the processing is limited to Personal Data within the scope of the GDPR; The duration of the processing shall be for the duration of the Customer’s right to use the software and until all Personal Data is deleted in accordance with Customer instructions or the terms of sale; The nature and purpose of the processing shall be to provide and maintain the software pursuant to Customer’s terms of sale; The types of Personal Data processed by the software include those expressly identified in Article 4 of the GDPR; and The categories of data subjects are Customer’s representatives and end users, such as employees, contractors, collaborators, and customers. Data Subject Rights; Assistance with Requests. Avere will make available to Customer in a manner consistent with the functionality of the software and Avere’s role as a processor Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under the GDPR. Avere shall comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. If Avere receives a request from Customer’s data subject to exercise one or more of its rights under the GDPR in connection with the software for which Avere is a data processor or subprocessor, Avere will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the software. Avere shall comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. Records of Processing Activities. Avere shall maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on behalf of Customer, make them available to Customer upon request. TERMINATION. Without prejudice to any other rights, Avere may terminate this agreement if you fail to comply with any of its terms or conditions. In such event, you must destroy all copies of the software and all of its component parts. EXPORT RESTRICTIONS. You must comply with all domestic and international export laws and regulations that apply to the software, which include restrictions on destinations, end users, and end use. For further information on export restrictions, visit (aka.ms/exporting). SUPPORT SERVICES. Avere is not obligated under this agreement to provide any support services for the software. Any support provided is “as is”, “with all faults”, and without warranty of any kind. UPDATES. The software may periodically check for updates, and download and install them for you. You may obtain updates only from Avere, Microsoft, or authorized sources. Avere or Microsoft may need to update your system to provide you with updates. You agree to receive these automatic updates without any additional notice. Updates may not include or support all existing software features, services, or peripheral devices. ENTIRE AGREEMENT. This agreement, and any other terms Avere or Microsoft may provide for supplements, updates, or third-party applications, is the entire agreement for the software. APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES. If you acquired the software in the United States or Canada, the laws of the state or province where you live (or, if a business, where your principal place of business is located) govern the interpretation of this agreement, claims for its breach, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of laws principles. If you acquired the software in any other country, its laws apply. If U.S. federal jurisdiction exists, you, Avere, and Microsoft consent to exclusive jurisdiction and venue in the federal court in King County, Washington for all disputes heard in court. If not, you, Avere, and Microsoft consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington for all disputes heard in court. CONSUMER RIGHTS; REGIONAL VARIATIONS. This agreement describes certain legal rights. You may have other rights, including consumer rights, under the laws of your state, province, or country. Separate and apart from your relationship with Avere, you may also have rights with respect to the party from which you acquired the software. This agreement does not change those other rights if the laws of your state, province, or country do not permit it to do so. For example, if you acquired the software in one of the below regions, or mandatory country law applies, then the following provisions apply to you: Australia. You have statutory guarantees under the Australian Consumer Law and nothing in this agreement is intended to affect those rights. Canada. If you acquired this software in Canada, you may stop receiving updates by turning off the automatic update feature, disconnecting your device from the Internet (if and when you re-connect to the Internet, however, the software will resume checking for and installing updates), or uninstalling the software. The product documentation, if any, may also specify how to turn off updates for your specific device or software. Germany and Austria. (i)Warranty. The properly licensed software will perform substantially as described in any Avere or Microsoft materials that accompany the software. However, Avere gives no contractual guarantee in relation to the licensed software. (ii)Limitation of Liability. In case of intentional conduct, gross negligence, claims based on the Product Liability Act, as well as, in case of death or personal or physical injury, Avere is liable according to the statutory law. Subject to the foregoing clause (ii), Avere will only be liable for slight negligence if Avere is in breach of such material contractual obligations, the fulfillment of which facilitate the due performance of this agreement, the breach of which would endanger the purpose of this agreement and the compliance with which a party may constantly trust in (so-called "cardinal obligations"). In other cases of slight negligence, Avere will not be liable for slight negligence. DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED “AS IS.” YOU BEAR THE RISK OF USING IT. AVERE GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, AVERE EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LIMITATION ON AND EXCLUSION OF DAMAGES. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU CAN RECOVER FROM AVERE AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES. This limitation applies to (a) anything related to the software, services, content (including code) on third party Internet sites, or third party applications; and (b) claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, or other tort; or any other claim; in each case to the extent permitted by applicable law. It also applies even if Avere knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.