§1 – Purpose This End-User License Agreement (“EULA”) applies to any software (“Software”) published by Wallix (“We”, “us”, or “our”) appearing in any document (“Document”) related to any Software order (quotation, purchase order, invoice, etc.) by the customer (“You” or “your”). This EULA governs your use of the Software and You are deemed to have accepted these terms and conditions in full by installing/using/executing the Software. This EULA takes precedence over any of your general terms and conditions of purchase. §2 – Effective Date - Term This EULA shall enter into effect on the date of the first installation/use/execution of the Software by You or on your behalf (the “Effective Date”). It shall remain in effect for the duration of the protection of the Software under applicable law. §3 – Ownership - Scope of the license We own all of the intellectual property rights in and to the Software are owned by us, with the exception of open- source software modules, which remain subject to their own license terms. We grant You the right to use the Software solely as indicated in the Documents, in particular with respect to the number of simultaneous users or protected equipment. You may make a single copy of the Software, solely for back up purposes, and are prohibited from reverse engineering the Software other than as permitted under applicable law. All marketing/distribution or transfer of the Software in any form is prohibited. You may not remove any proprietary notice from the Software. contracted this EULA, and You agree to hold us fully harmless from and against any consequence which may arise from its breach, and (ii) You shall be solely responsible for obtaining any authorization or making any notification required under applicable data protection legislation. §7 – Financial terms The price and the invoicing schedule for the Software are set forth in the Documents. §8 – Conformity We warrant that the Software conforms to its specifications as of the Effective Date. For one month as from the Effective Date, We will correct, at our expense, any nonconformity. Beyond this period, maintenance of the Software can be assured by us under a separate maintenance contract. OUR WARRANTY IS EXPRESSLY LIMITED TO THE PROVISIONS OF THIS SECTION, ANY IMPLICIT WARRANTY OF FITNESS FOR YOUR APPLICATIONS BEING HEREBY EXCLUDED. §9 – Provisions applicable to Oracle programs integrated in the Software You hereby recognize and accept that software published by Oracle 1 (the “Oracle Programs”) is integrated in the Software, and that the following provisions apply: 1) The use of the Oracle Programs is limited to your internal use only. 2) The Oracle Programs can only be used when integrated in the Software. You have sole responsibility for the use of the Software integrating the Oracle Programs, by your agents, service providers, outsourcing providers, clients and suppliers, and for their compliance with this EULA. Only We are authorized to modify or conduct maintenance on the Software, under the terms of a maintenance contract. 3) Oracle, or any licensor of Oracle, retains all ownership and intellectual property rights to the Oracle Programs. §5 – Audit 4) You may not (a) transfer the Oracle Programs (excluding a temporary transfer in case of malfunction of the equipment supporting the Software); or (b) assign, give or transfer the Oracle Programs or an interest in them to another individual or entity (in the event You grant a security interest in a package comprising the Oracle Programs, the secured party has no right to use or transfer that package). 5) You may not (a) use the Oracle Programs for rental, leasing, timesharing, subscription sharing, hosting or outsourcing; (b) remove or modify any markings or any notice on the Oracle Programs of Oracle’s or its licensors’ proprietary rights; (c) make the Oracle Programs available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license); or (d) transfer any ownership right to the Oracle Programs to any end user or third party. 6) Unless required by law for interoperability, You may not reverse engineer, disassemble or decompile the Oracle Programs (the foregoing prohibition includes but is not limited to review of §4 – Modifications-Maintenance Subject to reasonable notice, but no more than once every six months, We are entitled to have an audit conducted, at our expense, to verify your compliance with this EULA and the conditions of use set forth in the Documents. The audit will be conducted by an independent expert, bound by a confidentiality agreement, and who is not a competitor of yours. In the event the audit reveals any use of Software by You in excess of your rights, We may immediately invoice You, at our then applicable rates, the additional fees corresponding to your use of the Software in excess of your license rights. §6 – Compliance with applicable laws You shall be solely responsible for complying with applicable regulations in the country in which the Software is used. To this end, and without limitation, (i) You are informed and acknowledge that our products and services comprise dual-use technology within the meaning of applicable French and European regulations, as having both civil and military applications. These dual-use goods are the subject of export controls, and specific requirements apply to their transfer outside the European Union. Accordingly, You agree not to transfer by any way or means, without our express prior authorization, our hardware and/or software solutions outside the countries originally contractually agreed between us. This covenant is a material term, without which We would not have contracted this EULA, and You agree to hold us fully harmless from and against any consequence which may arise from its breach, and (ii) You shall be solely responsible for obtaining any authorization or making any notification required under applicable data protection legislation. §7 – Financial terms The price and the invoicing schedule for the Software are set forth in the Documents. §8 – Conformity We warrant that the Software conforms to its specifications as of the Effective Date. For one month as from the Effective Date, We will correct, at our expense, any nonconformity. Beyond this period, maintenance of the Software can be assured by us under a separate maintenance contract. OUR WARRANTY IS EXPRESSLY LIMITED TO THE PROVISIONS OF THIS SECTION, ANY IMPLICIT WARRANTY OF FITNESS FOR YOUR APPLICATIONS BEING HEREBY EXCLUDED. §9 – Provisions applicable to Oracle programs integrated in the Software You hereby recognize and accept that software published by Oracle 1 (the “Oracle Programs”) is integrated in the Software, and that the following provisions apply: 1) The use of the Oracle Programs is limited to your internal use only. 2) The Oracle Programs can only be used when integrated in the Software. You have sole responsibility for the use of the Software integrating the Oracle Programs, by your agents, service providers, outsourcing providers, clients and suppliers, and for their compliance with this EULA 3) Oracle, or any licensor of Oracle, retains all ownership and intellectual property rights to the Oracle Programs. 4) You may not (a) transfer the Oracle Programs (excluding a temporary transfer in case of malfunction of the equipment supporting the Software); or (b) assign, give or transfer the Oracle Programs or an interest in them to another individual or entity (in the event You grant a security interest in a package comprising the Oracle Programs, the secured party has no right to use or transfer that package). 5) You may not (a) use the Oracle Programs for rental, leasing, timesharing, subscription sharing, hosting or outsourcing; (b) remove or modify any markings or any notice on the Oracle Programs of Oracle’s or its licensors’ proprietary rights; (c) make the Oracle Programs available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license); or (d) transfer any ownership right to the Oracle Programs to any end user or third party. 6) Unless required by law for interoperability, You may not reverse engineer, disassemble or decompile the Oracle Programs (the foregoing prohibition includes but is not limited to review of data structures or similar material produced by the Oracle Programs), or duplicate the Oracle Programs except for a sufficient number of copies for your licensed use and one (1) copy of each program media. 7) At the termination of your right to use the Oracle Programs for whatsoever reason, You agree to discontinue all use and destroy or return to us all copies of the Oracle Programs and their associated documentation. 8) You may not publish any results of the benchmark tests run on the Oracle Programs. 9) You agree to comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that no Oracle Programs or any derivative product thereof, are exported, directly or indirectly, in violation of applicable laws. 10) You acknowledge that the Oracle Programs are subject to a restricted license and can only be used in conjunction with the Software, and that You are not authorized to make any changes thereto. 11) You acknowledge that You cannot require Oracle to perform any obligations or incur any liability not previously agreed to between Wallix and Oracle. 12) Without prejudice to the provisions of §5 (Audit), You acknowledge that We have the right to audit your use of the Oracle Programs and agree to provide reasonable assistance and access to information during such audits. You further agree to permit us to report the audit results to Oracle, or to assign our right to audit your use of the Oracle Programs to Oracle, and to bear your own costs regarding the audit and not to hold Oracle responsible for any of your costs incurred in cooperating with the audit. 13) You acknowledge that Oracle is a third-party beneficiary of this EULA. 14) You are advised that some Oracle Programs may include source code when Oracle provides such as part of its standard shipment of Oracle Programs. If provided, Oracle code source is governed by the provisions of this EULA. 15) You acknowledge and agree that third party technology that may be appropriate or necessary for use with some Oracle Programs is specified in the documentation associated to the Software or hardware supporting the Software and that such third party technology is licensed to You only for use with the Software or hardware supporting it under the terms of the third party license agreement specified in the documentation associated to the Software or hardware supporting it, and not under the terms of this EULA. §10 – Warranty and indemnification We warrant that the Software does not infringe the intellectual property rights of third parties and will indemnify You for any claim in this regard, provided You: (i) give us prompt notice of any such threatened claim or action, and (ii) permit us to have sole control of any defense, negotiation and/or settlement of such third-party infringement claim. If You are deprived of the right to use the Software, We may, at our option: (i) obtain the right for You to continue to use the Software; (ii) modify the Software so that it is no longer infringing; or (iii) replace the Software with another having equivalent functions and features. The foregoing sets forth our entire liability and obligation and your sole remedy for any claim of infringement of any intellectual property rights. §11 – Liability THE USE OF THE SOFTWARE DOES NOT EXEMPT YOU FROM PUTTING IN PLACE AN INFORMATION SYSTEM ORGANIZATION AND MANAGEMENT WITHIN YOUR COMPANY IN ACCORDANCE WITH BEST PRACTICES AND ADAPTED TO YOUR BUSINESS AND THE CRITICAL NATURE OF THE APPLICATIONS/INFORMATION CONCERNED. You shall be solely liable for any damages to third parties arising out of or relating to your use of the Software. You hereby waive any claim or action against us and our insurers with respect to said damages. You agree to indemnify and hold us harmless against any claim or action brought against us by a third party based on your use of the Software. In no event shall our aggregate liability (regardless of the legal theory or form of action) for any and all claims arising out of the breach of this EULA, exceed the overall maximum amount of 250,000 Euros. Oracle’s liability arising out of the use of the Oracle Programs is disclaimed under the conditions set forth above as regards (a) any damages, whether direct, indirect, punitive or consequential and (b) any loss of profits, revenue, data or data use, arising from the use of the Oracle Programs. §12 – Confidentiality Each Party agrees to preserve the confidentiality of the non-public information of the other Party exchanged in connection with the performance of the EULA, and to ensure that their respective employees comply with this obligation, during the term of the EULA and two years thereafter. §13 – Final Provisions This EULA is governed by the laws of France. ANY DISPUTE RELATED TO THE VALIDITY, INTERPRETATION OR PERFORMANCE HEREOF THAT HAS NOT BEEN AMICABLY RESOLVED BY THE PARTIES SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF PARIS