END USER LICENSE AGREEMENT VERSION DATE: September 16, 2020 BY INDICATING YOUR ACCEPTANCE OF THIS END USER LICENSE AGREEMENT (“EULA”) OR ACCESSING OR USING ANY SOFTWARE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SOFTWARE, YOU MAY NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE SOFTWARE OR DOCUMENTATION, AND YOU MUST PROMPTLY RETURN THE SOFTWARE AND DOCUMENTATION TO THE PARTY FROM WHOM IT WAS OBTAINED. YOU AGREE THAT THIS EULA IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED TO YOU UNDER THIS EULA ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL. 1. Definitions 1.1. “Confidential Information” means any confidential information, technical and business information, and intellectual property, of any nature that is provided by one party to the other party, whether written, oral or otherwise, and (in the case of the Oliver Wyman) including the Documentation, the Source Code, and the Software. 1.2. "Documentation" means any instruction manuals, technical literature and all other related materials in human-readable and/or machine-readable forms relating to the Software as may be amended by Oliver Wyman from time to time. 1.3. "Intellectual Property Rights" means any and all intellectual property rights (whether registered or unregistered) including patents, trademarks, trade names, service marks, design rights, copyright, rights in databases, domain names, topography rights, know-how, look and feel, logos, get-up, inventions, rights in Confidential Information and all similar rights together with the right to apply for registration of and/or register such rights; 1.4. "Oliver Wyman Reseller" means an authorized Oliver Wyman distributor or reseller. 1.5. "Open Source Software" means open-source software, public source software, shareware or freeware, or any modification or derivative thereof, including any version of any computer software licensed pursuant to any open source or general public license. 1.6. "Output" means any and all analysis and other output generated by the Software as a result of Your use thereof; 1.7. "Software" means all Oliver Wyman-branded software in object code format comprising backup and recovery, disaster recovery, storage efficiency and management software, operating systems, protocols, utilities and storage management tools. 1.8. "Software Updates" means any enhancements to the Software, including, without limitation, upgrades, modifications, new functionality and Documentation updates. 1.9. "Source Code" means a human readable form of the computer program underlying the Software, showing the computer language and the instructions comprising the program from which the object code can be produced, and in which the program logic may be decoded by a human being and from which a printed listing can be made by processing it with a computer. 1.10. "Third Party Software" means Open Source Software and other software programs proprietary to third parties that are licensed to, and used by, Oliver Wyman or You in connection with the Software. 1.11. “Your Data” means any data, owned or controlled by You, which is inputted to the Software and the Output. 1.12. "Your IT System" means the information technology systems and applications used by You from time to time in connection with the Software. 2. Scope. This EULA is between you ("You" or "Your"), and Oliver Wyman, Inc. ("Oliver Wyman"). This EULA sets forth the terms under which Oliver Wyman licenses Software and Documentation to You. In the absence of a more specific written agreement, this EULA applies to Software and Documentation obtained by You directly from Oliver Wyman, or indirectly from an Oliver Wyman Reseller. The types, quantities and other usage attributes related to Your Software licenses are specified in other documents associated with the Software, including (as applicable) the Documentation, an Oliver Wyman quote or related ordering document (for direct transactions), or the corresponding website or documents from an Oliver Wyman Reseller (for indirect transactions). This EULA does not entitle You to receive Software Updates, technical support or professional services, which must be purchased separately unless otherwise provided at Oliver Wyman's discretion. You agree that all updates, enhancements, maintenance releases, patches, bug-fixes or other modifications to the Software provided to You, on a when and if available basis, shall be governed by the terms and conditions, including the limited warranty, exclusive remedies and limitations of liability provisions, contained in this EULA, or the then-current version of this EULA. 3. Payment. You agree to pay the fees for the Software (“Fees”) as set forth in the applicable Oliver Wyman quote or related ordering document (for direct transactions), or the corresponding website or documents from an Oliver Wyman Reseller (for indirect transactions), as the case may be, and on the payment terms described therein. Fees do not include applicable taxes and You shall be responsible for payment of any such applicable taxes. 4. License Grant. Subject to Your payment in full of the Fees in accordance with Section 3, above, and Your continued compliance with this Agreement, Oliver Wyman grants to You a non-exclusive, non-transferrable, worldwide, limited and revocable license, without the right to sublicense, to install and use the Software for Your internal business purposes, and use the Documentation in support of Your use of the Software. Use of and access to the Software is permitted only by Your officers, directors and employees as designated by You (“Authorized Users”). You may permit Your independent contractors and affiliates who need to know in connection with your use of the Software and who are bound by confidentiality obligations consistent with those set forth herein, to serve as Authorized Users; provided that any use of the Software by each such independent contractor or affiliate is solely for Your benefit. You shall be responsible for compliance by each Authorized User with all of the terms and conditions of this Agreement. In the event You license the Software on a temporary, term or subscription basis (the “License Period”), Your license shall expire at the end of the License Period which shall be as set forth on the applicable Oliver Wyman quote or related ordering document (for direct transactions), or the corresponding website or documents from an Oliver Wyman Reseller (for indirect transactions). If no License Period is stated, then Your license shall continue for as long as you continue making payments of the applicable Fees, unless terminated by either You or Oliver Wyman. If the Software is provided to You electronically, You may not request, and Oliver Wyman is under no obligation to provide, physical delivery of any Software or media. 5. License Restrictions and Conditions. You must comply with the EULA terms at all times when using the Software and Documentation. You shall: 5.1. ensure the security of access to the Software, notably (but without limitation) by keeping secure and confidential passwords for the use by any Authorized Users of the Software; 5.2. ensure that each Authorized User shall keep a secure password for his use of the Software and the Documentation, that such password shall be changed as frequently as Oliver Wyman may specify from time to time and that each Authorized User shall keep his password confidential; 5.3. maintain a written, up to date list of current Authorized Users and provide such list to Oliver Wyman within 5 business days of Oliver Wyman's written request at any time or times; 5.4. use all reasonable efforts to prevent any unauthorized access to, or use of, the Software and/or the Documentation. In the event of any unauthorized access or use of the same, You shall promptly notify Oliver Wyman; 5.5. refrain from introducing any viruses, malware or other malicious code into the Software or do anything that could damage, disable, overburden, or impair the Software or related systems. If viruses, malware or other malicious code are identified, Oliver Wyman reserves the right to immediately suspend the license granted hereunder for the duration necessary for the deletion of the virus. In such a case, Oliver Wyman shall inform You without any delay of the suspension, and of the restoration of the same; 5.6. refrain from attempting to copy or use any unlicensed versions or copies of, the Software, 5.7. refrain from attempting to modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media by any means, unless otherwise in accordance with this EULA; 5.8. refrain from attempting to reverse compile, disassemble, reverse engineer or otherwise reduce to Source Code all or any part of the Software unless required to be permitted by law for interoperability; 5.9. refrain from using or accessing all or any part of the Software in order to build a product or service which competes with the Software or (unless otherwise in accordance with this EULA) provide services to third parties; and 5.10. refrain from licensing, selling, renting, leasing, transferring, assigning, distributing, displaying, disclosing, or otherwise commercially exploiting, or otherwise making the Software available to any third party, unless otherwise in accordance with this EULA. 5.11. in a timely and efficient manner, provide Oliver Wyman with reasonable co-operation in relation to this EULA; 5.12. comply with all applicable laws with respect to Your activities under or in relation to this EULA; and 5.13. comply with the relevant Third Party Software license terms; 5.14. refrain from removing any copyright notice or other designation of ownership applied to the Software, Documentation, or any other materials related to the Software; 5.15. publicly attribute the Output, decisions, or any other matter, related to Software, to any Oliver Wyman (except when required by law); and 5.16. obtain and maintain all licenses, consents, and permissions related to access and use of each of Your IT System and Your Data, that may be required by Oliver Wyman to enable it to perform its obligations and exercise its rights under this EULA. All advice, recommendations, opinion, and any Output, provided to You through the Software (or use thereof) are to be treated as provisional. All decisions in connection with the same shall be the sole responsibility of, and made by, You (and Oliver Wyman assumes no liability for the same). 6. Intellectual Property Rights. The Software and Documentation is licensed, not sold, to You. It is protected by intellectual property laws and treaties worldwide, and contains trade secrets, in which Oliver Wyman and its licensors reserve and retain all rights not expressly granted to You. No right, title or interest to any trademark, service mark, logo or trade name, of Oliver Wyman or its licensors is granted to You. Oliver Wyman (or, as applicable, its or any third-party licensors) shall retain ownership of all rights, titles and interests in and to the Software, Documentation and all related Intellectual Property Rights. The Software, including, the Source Code and the Software's algorithms, subroutines, routines and modules, their arrangement, organization, and methods of interaction, and all related Documentation, data formats, output formats, and other aspects thereof and their modifications and enhancements, is confidential and trade secret information that is proprietary to and solely owned by Oliver Wyman (or relevant third party licensors), together with all related Intellectual Property Rights. 7. Your Data. Oliver Wyman acknowledges and agrees that all Intellectual Property Rights in and to Your Data are owned by You or your licensors and shall (as between the parties), remain vested in You or Your licensors. Subject to the terms of this EULA, You hereby grant to Oliver Wyman a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display Your Data solely to the extent necessary to provide services to You, to enable your use of the Software, or to prevent or address service or technical problems under this EULA, or as may be required by law. You will be responsible for providing all Your Data to Oliver Wyman and You will provide Your Data in a format consistent with the requirements set forth in the Documentation (or as otherwise specified by Oliver Wyman) (“Technical Requirements”). Errors in loading Your Data into the Software due to defective media, erroneous data or failure to meet Technical Requirements may cause Your Data to be rejected by the Software and Oliver Wyman will have no responsibility for any related impact on Your ability to access or use the Software. Oliver Wyman acknowledges and agrees that, for purposes of this EULA, Your Data shall be considered Your Confidential Information. Unless otherwise agreed in writing, You shall not share any Personal Data with Oliver Wyman other than the contact details of those of its employees, contractors, representatives, agents, and Authorized Users who may interact with Oliver Wyman pursuant to this EULA. For purposes of this Section, the term “Personal Data” means information or data that relates to a living individual who can be identified from that information or data and/or is subject to applicable data protection laws, and (if any) such other information or data that is within the definition of 'Personal Data' (or any equivalent term) under such laws. 8. Confidentiality. Each party shall keep confidential and not disclose any Confidential Information of the other party without the prior written consent of the other party. Subject to the remainder of this Section 8, neither party may disclose Confidential Information of the other party outside of its organization (which, in the case of Oliver Wyman, shall include its subcontractors and affiliates), and Confidential Information of the other party may only be disclosed internally to those who are bound by confidentiality restrictions consistent with those set forth herein. The provisions of this Section 8 shall not apply to any Confidential Information that the receiving party can show (a) is or at any time becomes publicly available other than as a result of the breach by the receiving party of its obligations under this EULA or any other obligations of confidentiality; (b) is or was lawfully received from a third party not under an obligation of confidentiality with respect thereto; (c) is required to be disclosed under operation of law, by court order or by any regulatory body of competent jurisdiction (but then only to the extent and for the purpose required); (d) is approved for disclosure in writing by the disclosing party; or (d) was developed independently of and without reference to Confidential Information disclosed by the other party. If either party is requested or required by any legal requirement or investigative process to disclose any of the other's Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed. 9. Warranty and Warranty Disclaimer. Oliver Wyman warrants that the Software will operate in substantial conformity with the applicable Documentation. In the event of a breach of this warranty, Oliver Wyman will use commercially reasonable efforts to correct the reported non-conformity at no charge to You, or if Oliver Wyman determines such remedy to be impracticable, either party may terminate this EULA and You will receive a refund of any unused Fees You have pre-paid for the Software purchased hereunder. The foregoing shall be Your sole and exclusive remedy for any breach of the warranty set forth in this Section. This warranty will not apply: i) unless You make a claim within thirty (30) days of the date on which You first noticed the nonconformity, or ii) if the error was caused by misuse, unauthorized modifications, or third- party hardware, Third Party Software, or services. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND OLIVER WYMAN MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. OLIVER WYMAN DOES NOT WARRANT THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES OLIVER WYMAN WARRANT THAT IT WILL REVIEW YOUR DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. OLIVER WYMAN SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO THIRD-PARTY HOSTING PROVIDERS WITH WHOM YOU SEPARATELY CONTRACT. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. 10. Limitation of Liability. In no event shall the aggregate liability of Oliver Wyman, its affiliates, its subcontractors or its licensors (whether based on any action or claim in contract, tort, or otherwise) arising out of or relating to the Software or this EULA, exceed the amounts actually received by Oliver Wyman for Your use of the Software. Nothing in this EULA shall limit or exclude either party's liability for (1) death or bodily injury caused by negligence, (2) fraud, (3) fraudulent misrepresentation, or (4) any other liability that cannot be excluded under applicable laws. Oliver Wyman shall have no liability for (a) Third Party Software; (b) the consequence of any failure by You to comply with Your obligations under this EULA, including, without limitation, any liability that may arise as a result of delay or Your failure to install any Software Updates, upgrades, modifications, bug fixes, enhancements or versions supplied or advised by Oliver Wyman; (c) a modification or alteration of the Software by anyone other than Oliver Wyman; (d) Your use of the Software in a manner other than as permitted pursuant to this EULA; (e) the Software incorporating or being based on Your requirements, Your Data, or other information provided by You or on Your behalf; or (d) any failure of Your network and/or Your IT System to comply with any requirements notified to You from time to time or to procure and maintain network connections and telecommunications links from Your IT System to the Software, and all problems, conditions, delays, delivery failures and all other losses or damages arising from or relating to Your network and/or Your IT System functionality impairments or failures, network connections and/or telecommunications links. Neither party shall have any liability to the other party, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any special or indirect or consequential loss, punitive damages, or any loss of profits or revenue, loss or corruption of data or information, (in each case) however arising under or in connection with this EULA. You acknowledge and agree that (i) You are wholly responsible (and Oliver Wyman assumes no liability) for (a) the use, legality, reliability, integrity, accuracy, provision, and quality of Your Data; and, (b) all results and conclusions drawn from, and decisions based upon, the use of the Software and Your Data (including the Output); (ii) the utility of the Software, and Your Data, is dependent upon Your provision and proper input related to the same, and You are wholly responsible (and Oliver Wyman assumes no liability) for any failure by You to supply such input; and (iii) You shall indemnify and hold Oliver Wyman harmless against any loss or damage which it may suffer or incur as a result of Your breach of any Third Party Software license terms however arising. This Section 10 sets out the entire financial liability of Oliver Wyman to You and (as applicable) as between Oliver Wyman and You arising under or in connection with this EULA. This Section 10 shall apply to the fullest extent permitted by applicable law. 11. Audit. Upon reasonable notice, You grant Oliver Wyman (and any third party that Oliver Wyman may engage for this purpose) the right to examine Your Software usage annually to verify compliance with this EULA. If the audit discloses over-usage or any other material non-compliance, then a) You will promptly pay to Oliver Wyman or to a Oliver Wyman Reseller, as designated by Oliver Wyman, any additional fees that Oliver Wyman or a Oliver Wyman Reseller notifies You are owed, and the reasonable costs of conducting the audit; and b) Oliver Wyman may conduct subsequent audits, upon reasonable notice, as Oliver Wyman reasonably determines is necessary to verify compliance with this EULA. 12. Termination. This EULA is effective until termination or expiration of the applicable Licensing Period. You may terminate the EULA at any time on written notice to Oliver Wyman. Oliver Wyman may terminate the EULA immediately on written notice for breach of the EULA. Any failure to remit payments in relation to the Software and Documentation when due, whether payable to Oliver Wyman or an Oliver Wyman Reseller, constitutes a material breach of this EULA. Upon expiration or termination of this EULA, You will promptly return or destroy all copies of the Software and Documentation, including any license enablement keys. The obligations of the parties under this EULA that by their nature continue beyond the termination of this EULA shall survive any termination of this EULA. 13. Performance Data. Oliver Wyman retains all right, title and interest in data and data elements collected by the Software systems configuration which, as applicable, pertains to the Software environment, the usage and performance of the Software, and the components managed by the Software, as applicable ("Performance Data"). Without limiting the foregoing, Oliver Wyman may collect and use Performance Data to provide and improve the Software and Oliver Wyman's other products and services. 14. Use of Names. Oliver Wyman may use and display Your name, logo, trademarks, and service marks on Oliver Wyman’s website and in Oliver Wyman’s marketing materials in connection with identifying You as a customer of Oliver Wyman. Upon Your written request, Oliver Wyman will promptly remove any such marks from Oliver Wyman’s website, and, to the extent commercially feasible, Oliver Wyman’s marketing materials. You will not refer to Oliver Wyman or attribute any information to Oliver Wyman, in the press or publicly, without Oliver Wyman’s prior written consent 15. Force Majeure. Neither party shall have any liability for any failure or delay in performance of its obligations under this EULA because of circumstances beyond its reasonable control, including, without limitation, epidemics, public health emergencies, acts of God, fires, floods, earthquakes, acts of war or terrorism, civil disturbances, sabotage, accidents, unusually severe weather, governmental actions, power failures, computer/network viruses that are not preventable through generally available retail products, catastrophic hardware failures or attacks on its server. 16. Governing Law. This EULA and all matters arising out of or relating to this EULA, including, without limitation, its enforcement, shall be governed by and construed in accordance with the laws of the State of New York. Each party submits to the exclusive jurisdiction of the courts located in the State of New York. Oliver Wyman reserves the right to control all aspects of any lawsuit or claim that arises from Your use of the Software or Documentation. If required by Oliver Wyman's agreement with a third-party licensor, Oliver Wyman's licensor will be a direct and intended third party beneficiary of this EULA and may enforce it directly against You. 17. Jury Waiver. Each party, on behalf of itself and its affiliates, to the fullest extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this EULA or the Software. The foregoing waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise. Each party, on behalf of itself and its affiliates, also agrees not to include any employee, officer or director of the other party or its affiliates as a party in any such action or proceeding. 18. General. Oliver Wyman does not waive any of its rights under this EULA by failing to or delaying the exercise of its rights or partially exercising its rights at any time. You shall not have the right to assign or transfer this EULA or any rights hereunder to any third party without the prior written consent of Oliver Wyman. To the extent that any Section of this EULA, or part thereof, is determined to be invalid or unenforceable, the remainder of this EULA will remain in full force and effect. Subject to Section 19, this EULA may not be changed except by a written amendment executed by an authorized representative of Oliver Wyman. This EULA represents the entire agreement and understanding between Oliver Wyman and You with respect to the Software and Documentation. It supersedes any previous communications, representations or agreements between Oliver Wyman and You and prevails over any conflicting or additional terms in any quote, purchase order, acknowledgment, or similar communication between the parties. 19. Modifications to this Agreement. From time to time, Oliver Wyman may modify this EULA. Oliver Wyman will use reasonable efforts to notify You of the changes through email or other means. You may be required to click to accept or otherwise agree to the modified EULA before continued use of the Software after the updated version of this EULA goes into effect, and Your continued use of the Software will constitute Your acceptance of such updated version.