This Agreement is a binding agreement for Rocket-Steam software licenses between you (Licensee) and Rocket-Steam LLC. (RS) and is governed by terms and conditions set forth below. All components are integral to this agreement and Licensee consents to the terms and conditions including without limitation terms and conditions relating to license grant intellectual property rights disclaimers / exclusions / limitations of warranty indemnity and liability governing law and limitation periods. All components collectively are referred to herein as the Agreement. Licensee acknowledges it has had the opportunity to review the Agreement prior to acceptance of this Agreement. Licensees acceptance of this Agreement is evidenced by Licensees access to and/or use of the RS Software via the Amazon Web Services. If you are acting on behalf of a company you represent that you are authorized to bind the company. RS recommends Licensee prints copies of the Agreement for Licensees own records. If you choose not to agree to these terms do not access and/or use the RS Software. 1. DEFINITIONS 1.1. Confidential Information means with respect to RS all information which RS protects against unrestricted disclosure to others including but not limited to: (a) the Software and Documentation and other RS Materials including without limitation the following information regarding the Software: (i) computer software (object and source codes) programming techniques and programming concepts methods of processing system designs embodied in the Software; (ii) benchmark results manuals program listings data structures flow charts logic diagrams functional specifications file formats; and (iii) discoveries inventions concepts designs flow charts documentation product specifications application program interface specifications techniques and processes relating to the Software; (b) the research and development or investigations of RS; (c) product offerings content partners product pricing product availability technical drawings algorithms processes ideas techniques formulas data schematics trade secrets know-how improvements marketing plans forecasts and strategies; and (d) any information about or concerning any third party (which information was provided to RS subject to an applicable confidentiality obligation to such third party). 1.2. Documentation means RSs documentation which is delivered or made available to Licensee with the Software under this Agreement. 1.3. Intellectual Property Rights means patents of any type design rights utility models or other similar invention rights copyrights mask work rights trade secret or confidentiality rights trademarks trade names and service marks and any other intangible property rights including applications and registrations for any of the foregoing in any country arising under statutory or common law or by contract and whether or not perfected now existing or hereafter filed issued or acquired. 1.4. RS Materials means any software programs tools systems data or other materials made available by RS to Licensee in the course of the performance under this Agreement including but not limited to the Software and Documentation as well as any information materials or feedback provided by Licensee to RS relating to the Software and Documentation. 1.5. Software means (i) any and all software products licensed to Licensee under this Agreement as specified in Software Order Forms hereto all as developed by or for RS and/or any of their affiliated companies and delivered to Licensee hereunder; (ii) any new releases thereof made available pursuant to the respective support agreement and (iii) any complete or partial copies of any of the foregoing. 1.6. Software Order Form means the written order form or other ordering documentation (including a registration Webpage or Website) entered into by AWS and Customer containing the specific terms and conditions applicable to the Service through which the Software is provided . 1.7. Territory means worldwide subject to applicable export control laws. 1.8. Use means to activate the processing capabilities of the Software load execute access employ the Software or display information resulting from such capabilities. 2. LICENSE GRANT 2.1. License 2.1.1. The applicable product specific use terms for Software licensed hereunder (Use Terms) is attached hereto as Application Specific Terms and made a part hereof. 2.1.2. Subject to Licensees compliance with all the terms and conditions of this Agreement and all terms and conditions of agreements with third parties for the Service (as defined below) including without limitation Amazon Web Services and its affiliated companies (AWS) RS grants to Licensee a non-exclusive subscription based license to Use the Software Documentation and other RS Materials solely as provided by RS through the AWS cloud service (Service) within the Territory to run Licensees internal business operations and to provide internal training and testing for such internal business operations unless terminated in accordance with Section 5. Licensee is responsible for its connection to and use of the Service. RS is not responsible for any aspect of the Service including without limitation its availability. Licensee shall indemnify defend and hold harmless RS and its licensors for any claim arising from Licensees use of the Service: (i) in breach of this Agreement or any agreement with AWS or (ii) in breach or infringement of third party rights. This license does not permit Licensee to: (i) lease loan resell sublicense or otherwise distribute the RS Materials; (ii) distribute or publish keycode(s); (iii) make any Use of or perform any acts with respect to the RS Materials other than as expressly permitted in accordance with the terms of this Agreement; (iv) use Software components other than those specifically identified as being made available via the Service even if it is also technically possible for Licensee to access other Software components or (v) obtain physical copies of the Software Documentation or RS Materials. 2.1.3. Licensee agrees to access and/or Use the Software only via the Service. Licensee must hold the required licenses as stated in the Use Terms for any individuals that Use the Software. Use may occur by way of an interface delivered with or as a part of the Software a Licensee or third-party interface or another intermediary system. Licensee shall be responsible for entering its data into the Service and Licensee shall be responsible for the maintenance of the data supplied by it. Licensee hereby represents and warrants to RS that the data is free of all viruses Trojan horses and comparable elements which could harm the systems or software used to provide the Service including without limitation the Software. Licensee agrees that it has collected and shall maintain and handle all such data in compliance with all applicable data privacy and protection laws rules and regulations. 3. VERIFICATION. Licensee is responsible for monitoring its Use of the Software via the Service including payment of fees and/or Taxes related to such Use. Licensee agrees that RS is permitted to request and receive information from AWS related to such Use. Licensee shall without undue delay report to RS any actual use in excess of the license rights and any other information reasonably necessary to calculate the amount of fees payable under the Software Order Form. Licensee agrees to pay all requisite fees to reflect any excess. Such fees shall accrue from the date the excess use began. Licensee shall not be entitled to claim any reduction of the fees payable under the Software Order Form or reduce the applicable licensed levels during the term of the Software Order Form. RS may utilize the information concerning Licensees use of the Service to invoice fees and/or Taxes as well as improve RS products and services and to provide Licensee with reports on its use of the Service. RS reserves all rights at law and equity with respect to both Licensees underpayment of License fees and usage in excess of the license quantities or levels. 4. PRICE AND PAYMENT. 4.1. Fees. Licensee shall pay to AWS (or to such entity designated by AWS or RS) license fees for the Software on the terms specified by RS for Use of the Software via the Service. 4.2. Taxes. Fees and other charges described in this Agreement do not include federal state or local sales VAT GST foreign withholding use property excise service or similar taxes (Tax(es)) now or hereafter levied all of which shall be for Licensees account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to RS prior to the acceptance of this Agreement. If RS is required to pay Taxes Licensee shall reimburse RS for such amounts. Licensee hereby agrees to indemnify RS for any Taxes and related costs interest and penalties paid or payable by RS. 5. TERM. 5.1. Term. This Agreement and the license granted hereunder shall become effective as of the date first set forth in the applicable Software Order Form and shall continue in effect thereafter in accordance with the terms of the Software Order Form. Licensee shall cease Use of the Software via the Service at the end of any applicable term. RS may terminate the Agreement access to and/or Use of the Software via the Service at any time. For the avoidance of any doubt termination of the Agreement shall strictly apply to all licenses under the Agreement its appendices schedules addenda and order documents and any partial termination of the Agreement by Licensee shall not be permitted in respect of any part of the Agreement its appendices schedules addenda order documents. 5.2. End of Term Duties. Upon any termination hereunder Licensee shall immediately cease Use of all RS Materials and Confidential Information and shall irretrievably destroy all copies of the RS Materials and Confidential Information in every form. Sections 3 4 5.2 6 7 8 9 11.4 11.5 and 11.7 shall survive such termination. In the event of any termination hereunder Licensee shall not be entitled to any refund of any payments made by Licensee. Termination shall not relieve Licensee from its obligation to pay fees that remain unpaid. 6. INTELLECTUAL PROPERTY RIGHTS. 6.1. Reservation of Rights. The RS Materials and all Intellectual Property Rights embodied in the foregoing shall be the sole and exclusive property of RS or its or their licensors subject to any rights expressly granted to Licensee in Section 2 and 6.3 herein. Licensee is not permitted to modify or otherwise make derivative works of the Software. Any such unauthorized works developed by Licensee and any Intellectual Property Rights embodied therein shall be the sole and exclusive property of RS. 6.2. Protection of Rights. Licensee shall not copy translate disassemble or decompile nor create or attempt to create the source code from the object code of the Software in any manner. Reverse engineering of the Software and other RS Materials is prohibited. Licensee is permitted to back up data from the Service in accordance with good information technology practice and for this purpose to create the necessary backup copies of the Software. Licensee may not back up the RS Materials except to an account on the Service. Licensee must not change or remove RS copyright and authorship notices. All rights not expressly granted to Licensee in this Agreement are reserved by RS and its licensors. 7. DISCLAIMER OF WARRANTY; NO SUPPORT. 7.1. Disclaimer of Warranty. THE SOFTWARE ANY APPLICABLE DOCUMENTATION AND RS MATERIALS ARE LICENSED TO LICENSEE AS IS WITHOUT ANY WARRANTY SUPPORT ESCROW TRAINING OR SERVICE OBLIGATIONS WHATSOEVER ON THE PART OF RS. RS MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE WHATSOEVER INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSEE ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF THE SOFTWARE DOCUMENTATION AND RS MATERIALS INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY PERFORMANCE DATA LOSS AND UTILITY. 7.2. No Support. RS does not offer support or maintenance for the Software unless specifically stated in the Use Terms. RS has no obligation to provide any particular service level or support services; and (ii) RS may cease providing the Software via the Service at any time without notice. 8. LIMITATIONS OF LIABILITY. 8.1. Not Responsible. RS and its licensors will not be responsible under this Agreement (i) if the Software is not used in accordance with the Documentation or in breach of this Agreement; or (ii) if the defect or liability is caused by Licensee the Service or third-party software or service. RS AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE SOFTWARE AND/OR THIRD-PARTY SOFTWARE LICENSED HEREUNDER. 8.2. Exclusion of Damages; Limitation of Liability. IN NO EVENT SHALL RS OR ITS LICENSORS BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SOFTWARE DOCUMENTATION RS MATERIALS OR SERVICES RELATED THERETO. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST RS OR ITS LICENSORS WHETHER IN CONTRACT OR TORT INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE. LICENSEES SOLE REMEDY IN THE EVENT OF BREACH SHALL BE CESSATION OF USE AND/OR ACCESS TO THE SOFTWARE DOCUMENTATION AND RS MATERIALS VIA THE SERVICE. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL RS OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY IN ANY AMOUNT FOR SPECIAL INCIDENTAL CONSEQUENTIAL OR INDIRECT DAMAGES LOSS OF GOOD WILL OR BUSINESS PROFITS WORK STOPPAGE DATA LOSS COMPUTER FAILURE OR MALFUNCTION ATTORNEYS FEES COURT COSTS INTEREST OR EXEMPLARY OR PUNITIVE DAMAGES. The provisions of this Agreement allocate the risks between RS and Licensee. The license fees reflect this allocation of risk and the limitations of liability herein. 9. CONFIDENTIALITY. 9.1. Use of Confidential Information. Licensee shall not reproduce RS Confidential Information in any form except as required to accomplish the intent of this Agreement. Any reproduction of any RS Confidential Information by Licensee shall remain the property of RS and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information Licensee : (a) shall take all Reasonable Steps (defined below) to keep all RS Confidential Information strictly confidential; and (b) shall not disclose any RS Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. As used herein Reasonable Steps means those steps Licensee takes to protect its own similar proprietary and confidential information which shall not be less than a reasonable standard of care. RS Confidential Information disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder. 9.2. Exceptions. The above restrictions on the use or disclosure of the RS Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by Licensee without reference to the RSs Confidential Information or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by Licensee; (c) at the time of disclosure was known to Licensee free of restriction; or (d) RS agrees in writing is free of such restrictions. 9.3. Confidential Terms and Conditions; Publicity. Neither party shall use the name of the other party in publicity advertising or similar activity without the prior written consent of the other except that Licensee agrees that RS may use Licensees name in customer listings or at times mutually agreeable to the parties as part of RS marketing efforts (including without limitation reference calls and stories press testimonials site visits participation in public events related to RS or its products). RS will make reasonable efforts to avoid having the reference activities unreasonably interfere with Licensees business. 10. ASSIGNMENT. Licensee may not without RSs prior written consent assign delegate pledge or otherwise transfer this Agreement or any of its rights or obligations under this Agreement or the RS Materials or RS Confidential Information to any party whether voluntarily or by operation of law including by way of sale of assets merger or consolidation. RS may assign this Agreement to any of its affiliates. 11. GENERAL PROVISIONS. 11.1. Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect such invalidity or unenforceability shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. 11.2. No Waiver. If either party should waive any breach of any provision of this Agreement it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof. 11.3. Regulatory Matters. The Software Documentation and RS Materials are subject to the export control laws of various countries including without limit the laws of the United States Spain and Germany. Licensee agrees that it will not submit the Software Documentation or other RS Materials to any government agency for licensing consideration or other regulatory approval without the prior written consent of RS and will not export the Software Documentation and RS Materials to countries persons or entities prohibited by such laws. Licensee shall also be responsible for complying with all applicable governmental regulations of the country where Licensee is registered and any foreign countries with respect to the use of the Software Documentation or other RS Materials by Licensee and/or its Affiliates. 11.4. Governing Law; Limitations Period. This Agreement and any claims arising out of or relating to this Agreement and its subject matter shall be governed by the laws of the State of Delaware U.S.A. excluding its conflicts of law rules. The parties expressly agree that the U.N. Convention on Contracts for the International Sale of Goods (CISG) will not apply. Any legal action or proceeding arising under this EULA will be brought exclusively in the federal or state courts located in the State of Delaware and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. Any amendment or modification to the EULA must be in writing signed by both parties. Licensee must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within one (1) year from the date when Licensee knew or should have known after reasonable investigation of the facts giving rise to the claim(s). 11.5. Notices. All notices or reports which are required or may be given pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered to the respective executive offices of RS and Licensee at the addresses first set forth in any Software Order Form. Where in this section 12.6 or elsewhere in this Agreement written form is required that requirement can be met by facsimile transmission exchange of letters or other written form. RS may provide notice to Licensee via the Service (including any website established for the Service). 11.6. Force Majeure. Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement and the time for performance of such provision if any shall be deemed to be extended for a period equal to the duration of the conditions preventing performance. 11.7. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between RS and Licensee and all previous representations discussions and writings are merged in and superseded by this Agreement and the parties disclaim any reliance on any such representations discussions and writings. This Agreement may be modified only by a writing signed by both parties except RS may update Use Terms for Software by posting notice of such updates to the Service (including any website established for the Service) and Licensees Use of the Software after posting of such notice is acceptance in full of such Use Terms update. This Agreement shall prevail over any additional conflicting or inconsistent terms and conditions which may appear on the Software Order Form or any purchase order or other document furnished by Licensee to RS. This Agreement shall prevail over any additional conflicting or inconsistent terms and conditions which may appear in any clickwrap end user agreement included in the Software. Signatures sent by electronic means (facsimile or scanned and sent via e-mail) shall be deemed original signatures. The following order of precedence shall be applied in the event of conflict or inconsistency between provisions of the components of this Agreement: (i) Application Specific Terms; (ii) the GTC. Application Specific Terms SAP Ready AMIs // SAP Preinstalled Systems AMIs 1. SAP Ready AMIs and SAP Preinstalled System AMIs (from now on RS AMIs) means the distribution through an AWS AMI Image of either a system ready to perform an installation of SAP Software or an installation of SAP Software already completed until allowed by original SAP media. 1.1. SAP Software distributed throught the SAP Preinstalled System AMIs includes but is not limited to: SAP ERP 6.0 EHP7 SAP Netweaver 7.40 SAP CRM. 1.2. Under no circumstances RS makes use of the software installed in the systems it is only provided as an automation and deployment aid. 1.3. RS AMIs are delivered on the following platform/database combination 1.3.1. RHEL/Oracle RDBMS Enterprise 1.3.1.1. Licensee accepts that it owns the required licenses for the RDBMS. RHEL Licenses are included in the Service through AWS. 1.3.2. RHEL and Suse/SAP HANA 1.3.2.1. Licensee accepts that it owns the required licenses for the RDBMS. RHEL and SUSE Licenses are included in the Service through AWS. 1.3.3. Microsoft Windows/Microsoft SQL Server Enterprise 1.3.3.1. Licensee accepts that it owns the required licenses for the RDBMS. Windows Licenses are included in the Service through AWS. 2. Use and/or access to RS AMIs is limited as follows: 2.1. Licensee may use as many instances of the RS AMIs as they deem necessary inside the same AWS root account. 2.2. The use of the RS AMIs is governed by the acceptance of the following: 2.2.1. Licensee has obtained a separate license for SAP software directly from SAP 2.2.2. Such software is licensed for deployment in AWS 2.2.3. Licensee complies with all aspects of the separate license agreement for the software including all Named User Software Use Rights and confidentiality requirements then Licensee shall be permitted to deploy SAP Software through the Rocket-Steam Console SAPFormation tool. Licensee acknowledges that deployment of SAP Software through the Rocket-Steam Console will require an SAP Named User license for the SAP software. 2.2.4. Acceptance of entire 1.3 2.3. Licensee shall not perform any of the following with regard to RS AMIs or any component thereof: sublicense sell assign or otherwise transfer rights; download or deploy outside of AWS; connect to or test with any software licensed from RS; create additional AWS instances; copy reproduce reverse engineer re-engineer modify or otherwise extend change or prepare derivative works thereof. Licensee shall use AWS-enabled and/or SAP certified methods to backup and restore the user data. 3. Support 3.1. RS is under no obligation to provide support or maintenance services for RS AMIs. If available support will be in the form made available on the www.rocket-steam.com/support website by RS developers. At its sole discretion RS may provide periodic updates to RS AMIs. If available such updates may include bug fixes new features and/or enhancements. Updates will be available in the form of new AMIs and wont include the ability to update existing AMIs of previous SAP versions. 3.2. Commercial support and managed services may be obtained under different terms through RS website (www.rocket-steam.com)