CEGID SUBSCRIPTION SERVICES AGREEMENT

The Terms and Conditions of this Subscription Services Agreement (together with the Terms of Service
and Schedules hereto, the “Agreement”) govern Your use of the Services offered by Cegid Corporation
(“Cegid”), as specified on an Order entered into between Cegid and the entity that you purport to
represent (“You”), and Your use of any Services is conditioned on Your acceptance and compliance
with this Agreement. By entering into this Agreement and using or receiving any Services, You
represent and warrant that You have read this Agreement, that You are authorized to accept and agree
to it, and You agree to be bound by it.

1. DEFINITIONS.
"Affiliate" means, with respect to a party, any entity which directly or indirectly Controls, is Controlled
by or is under common Control with such party.
“Cegid Technology” means all hardware, software and other technology and intellectual property
provided by Cegid or its suppliers and used in connection with providing the Services to You.
"Control" means ownership or control, directly or indirectly, of more than fifty percent (50%) of the
voting interests of the subject entity.
"Client Contact" means Your internal resource who is knowledgeable about Your use of the
Subscription Services and authorized by You to communicate with Cegid’s support team.
"Client Data" means all data stored by Users in the Subscription Services.
“Content” means all Client Data, information and other content provided by You in connection with your
use of the Services.
“Documentation” means the information provided by Cegid in the form of user documentation
accompanying the Subscription Services, or which may be in the form of on-line assistance.
"Effective Date" means the date You execute Your first Order and accept this Agreement through such
Order. The “effective date” of a subsequent Order shall be the date You execute such Order.
"Emergency Maintenance" means downtime of the Subscription Services, outside of the Maintenance
Window, due to the application of urgent patches or fixes or other urgent maintenance.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious
code, files, scripts, agents or programs.
"Maintenance Window" means a window of time during which the Subscription Services may be down
for maintenance, which window is set forth in the Terms of Service.
“Order” means a Cegid sales order executed by Cegid and You that is made pursuant to this
Agreement.
“Services” means the Subscription Services or any Professional Services identified on an Order.
“Professional Services” means the professional services for the Subscription Services (such as
analysis, configuration, training, set up) as described in the Order to this Agreement.
“Subscription Services" means the standard, online application services provided by Cegid on a
subscription basis and identified on an Order.
“Support Services” means the Subscription Services technical support and maintenance services as
described in the Terms of Service.
"Taxes" means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar
governmental assessments of any nature, including VAT (subject to reverse charge), GST (subject to
reverse charge), excise, sales, use or withholding taxes.
“Technical Requirements” means the list of materials and infrastructure recommended by Cegid,
including all updates and revisions made by Cegid from time to time as set forth in Section 3.1, which
shall be provided and maintained by You in order to access the Subscription Services. The User
Cegid Corporation, having its business address at 2701 Loker Ave W Suite 240, Carlsbad, CA 92010 USA
Workstations shall conform to the Technical Requirements. The Technical Requirements will be
available on Cegid’s website (http://www.cegid.us or such other URL as specified by Cegid).
“Terms of Service” means the document describing the specific conditions for the Subscription
Services and Support Services, including all updates and revisions made by Cegid from time to time as
set forth in Section 3.1.
"Users" means named (by password or other user identification) individuals that are permitted to use
the Subscription Services or for whom a profile or other record is created, processed and/or maintained
using the Subscription Services. Users may only be Your employees, and Users may only use the
Services in connection with Your products or services.
“User Workstations” means the computer equipment installed at Your sites allowing You to access
the Subscription Services.
"Work Product" means all work product developed or created by Cegid during the course of providing
support, training or configuration services to You. Work Product does not include any Client Data, Client
Confidential Information or the Subscription Services. For clarity, some services may be performed
under a statement of work, which statement of work will be governed by the terms and conditions of this
Agreement.

2. DELIVERY OF SUBSCRIPTION SERVICES.
2.1 Subscription Services. Cegid will provide You the Subscription Services set forth on each
Order, and hereby grants You the right to use the Subscription Services in accordance with
the terms and conditions of this Agreement.
2.2 Privacy and Security. Cegid is committed to protecting the personal information that Cegid
receives from You. As further described in the Terms of Service, Cegid will employ
commercially reasonable measures to protect Your information against unauthorized
access, accidental loss or damage and unauthorized destruction.
2.3 Professional Services. Cegid may provide related Services under the terms of this
Agreement, as agreed to in writing by the parties and specified on one or more separately
executed Orders made subject to this Agreement. Any deliverables provided by Cegid in
connection with such Services shall only be used in connection with Your authorized use of
the Subscription Services. Unless otherwise expressly agreed in writing by the parties, such
Services shall be provided on a time and materials basis at the daily rates specified in the
Order.
2.4 Suspension of Services. Cegid may suspend Services without liability if: (a) Cegid
reasonably believes the Services are being used in violation of this Agreement; (b) You
don’t cooperate with our reasonable investigation of any suspected violation of this
Agreement; (c) there is an attack on Your Subscription Services or Your Subscription
Services are accessed or manipulated by a third party without Your consent; (d) Cegid is
required by law, or a regulatory or government body to suspend your Services; or (e) there
is another event for which we reasonably believe that the suspension of Services is
necessary to protect Cegid’s or its supplier’s network or other customers. Cegid will use
commercially reasonable efforts to give you advance notice of a suspension under this
Section of at least eight (8) business hours unless we determine in our reasonable
commercial judgment that a suspension on shorter or contemporaneous notice is necessary
to protect us or our suppliers or customers from imminent and significant operational, legal,
or security risk.

3. USE OF SUBSCRIPTION SERVICE RESTRICTIONS.
3.1 Acknowledgement. You acknowledge and agree that You have read the terms of this
Agreement and that You have received, read and accepted the Terms of Service and
Technical Requirements. You acknowledge Cegid may update, amend and modify the
Terms of Service and/or Technical Requirements from time to time.
3.2 Your Obligations. You are responsible for all activities conducted under Your User logins
and for Your Users' compliance with this Agreement. You shall be responsible for the
content of all Client Data. You and Your Users shall use the Subscription Service solely for
Your internal business purposes, in compliance with applicable law, and shall not: (a) resell,
sublicense, lease, time-share or otherwise make the Subscription Service available to any
third party; (b) send through or store infringing or unlawful material in the Subscription
Service; (c) send through or store Malicious Code in the Subscription Service; (d) attempt
to gain unauthorized access to, or disrupt the integrity or performance of, the Subscription
Service or the data contained therein; (e) modify, copy or create derivative works based on
the Subscription Service; (f) reverse engineer the Subscription Service; (g) access the
Subscription Service for the purpose of building a competitive product or service or copying
its features or user interface; (h) use the Subscription Service, or permit it to be used, for
purposes of product evaluation, benchmarking or other comparative analysis intended for
publication without Cegid's prior written consent; or (i) permit access to the Subscription
Service by a direct competitor of Cegid.
3.3 Cooperation. You shall actively and regularly cooperate with Cegid in Cegid’s performance
of the Services. You shall provide Cegid with all information necessary for Cegid to perform
Professional Services and notify Cegid about all difficulties of which You know or should
know regarding Your domain of activity, and as the Professional Services are performed.
You shall ensure Users are sufficiently competent, qualified and trained.
3.4 Security. You are responsible for: (a) setting up all useful processes and measures to
protect Your materials, software packages, software, passwords, and to protect Yourself
and Your systems against any virus and intrusions; (b) complying with the Technical
Requirements, as may be updated from time to time; (c) providing Internet access to the
Subscription Service and all other telecommunications support, including linking of Your
remote network, wide area network infrastructure and local area network to the Subscription
Service; and (d) errors committed by Your personnel during the use of the Subscription
Service or procedures that allow You to conne