Alfresco End User Agreement PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING AND/OR USING SOFTWARE OR SUPPORT FROM ALFRESCO. BY USING ALFRESCO SOFTWARE OR SUPPORT, USER ACCEPTS THIS AGREEMENT AND ACKNOWLEDGES IT HAS READ AND UNDERSTANDS THIS AGREEMENT. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF USER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT USE ALFRESCO SOFTWARE OR SUPPORT. This Alfresco End User License Agreement (the "Agreement") is between Alfresco Software, Ltd., a United Kingdom limited company ("Alfresco"), and the individual or entity that accepts the terms of this Agreement ("User"). The effective date of this Agreement ("Effective Date") is the earlier of the date that User formally accepts this Agreement or first uses Alfresco's Software or Support. 1. SCOPE OF AGREEMENT use the Software on additional Cores for backup and disaster- recovery testing purposes. "Cores" means physical computer 1.1 Software and Support. This Agreement governs User's processing cores or virtual Central Processing Units (vCPUs), use of Alfresco Software and, if applicable, Support. "Support" means Alfresco maintenance and support. "Software" means the software accompanying this Agreement and branded by Alfresco; provided, Software does not include third-party open- source software that may be provided therewith or Community Versions. "Community Versions" means the free, unsupported, open-source software that Alfresco makes available for download on its Alfresco and Activiti web sites. "Order Form" means the ordering documents placed by User. "Subscription" means access to the Software and, where applicable, Support for a defined period of time (the "Subscription Period"), as set forth in an Order Form. 1.2. Business Partners. User is purchasing Software and Support from an Alfresco business partner (a "Business Partner"). Alfresco will provide the purchased Software and Support to User under the terms of this Agreement, but is not responsible for (a) the actions of Business Partners, (b) any additional obligations Business Partners may have to User, or (c) any non-Alfresco products or services that Business Partners supply to User. sold by Alfresco in groups of four Cores. As licensed by Alfresco, an initial set of four Cores allows User to deploy the Software on up to four physical cores, or up to four vCPUs, on a single server instance. If User purchases eight or more Cores, User may deploy the Software on physical cores or vCPUs equal to the number of Cores it has purchased, without limitation as to the number of server instances upon which they can run. For example, if User purchases Alfresco One Enterprise (with eight Cores), User may deploy the Software on up to eight physical cores, or up to eight vCPUs, on any number of server instances. A "Named User" is an individual authorized by User to access the Software and who has been given a unique user name or identifier (regardless of whether the user has actually used those credentials to access the Software). No more than one individual may use an issued user name or identifier, and the sharing of such credentials is expressly prohibited. "Active Process," as used with purchases of Alfresco Activiti BPM software, means a process instance within the Software that has not been completed, cancelled, or formally suspended. Processes that have been initiated-but which have not been completed, cancelled, or formally suspended, or which are in a "wait" state- shall constitute Active Processes regardless of the level of user 2. REPORTING AND RECORDS or machine activity associated with those processes over time. 2.1 Reporting. User will notify Alfresco or the Business 3.2 Restrictions. User will not, directly or indirectly: (a) Partner promptly if User exceeds the number of Cores and/or authorized Named Users purchased under the applicable Order Form. In its notice, User will include the number of excess Cores and/or Named Users, and the date(s) on which the additional Cores were first used and/or the date User exceeded its licensed Named Users. Alfresco (or the Business Partner) will invoice User for the applicable fees and User will promptly pay such fees. 2.2 Records Retention. User will maintain accurate records necessary to verify the number of Cores it uses and Named sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to: (i) the Software, (ii) any modified version or derivative work of the Software created by the User or for the User, or (iii) Community Versions; (b) remove or alter any copyright, trademark or proprietary notice in the Software; (c) transfer, use or export the Software in violation of any laws or regulations of any government; (d) use any Support for Community Versions or for unlicensed Cores or Named Users; or (e) reverse engineer, decompile or modify any encrypted or encoded portion of the Software. Users it authorizes. Upon Alfresco's written request, User will 3.3 Proprietary Rights. Alfresco and its licensors will own all provide Alfresco such records within ten (10) business days. right, title, and interest to the Software, Support, technology, information, code or software provided to User by Alfresco, 3. LICENSE AND OWNERSHIP including all copies or modifications made by Alfresco. 3.1 Grant to User. Subject to User's compliance with this 4. TERM AND TERMINATION Agreement, Alfresco grants to User, during the Subscription Period: (a) a non-exclusive, non-transferable, non-sublicensable 4.1 Term and Termination of Agreement. This Agreement license to use, copy, test, and modify the Software solely for User's own internal use and limited to the number of Cores, Named Users, and/or Active Processes designated in the Order Form, as applicable; (b) the rights in the third party open-source software provided with the Software, which rights are set forth in the applicable third-party licenses; (c) for the term designated in an Order Form, the right to receive Support; and (d) a license to will remain in effect for the duration of any active Subscription Period. Upon termination of User's Subscription Period, User's use of the Software will be limited to read-only access. If User materially breaches the terms of this Agreement, and the breach is not cured (or curable) within thirty (30) days after written notice of the breach, then Alfresco may, upon written notice, to the breaching party, terminate this Agreement and Alfresco End User Agreement Americas (2015) Page 1 of 4 Alfresco Confidential Information User's access to the Software and Support. WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE 4 .2 Survival. If this Agreement is terminated for any reason, IMPLIED WARRANTIES OF MERCHANTABILITY, NON- Sections 3.2, 3.3, 4.2, 5, 6.2, 7, 8 and 9 of this Agreement will INFRINGEMENT AND FITNESS FOR A PARTICULAR survive termination. PURPOSE. ALFRESCO DOES NOT GUARANTEE THAT THE USE OF THE SOFTWARE OR SUPPORT WILL BE 5. CONFIDENTIALITY UNINTERRUPTED, ERROR FREE, OR THAT ALFRESCO WILL CORRECT ALL SOFTWARE ERRORS. FOR THE BREACH OF 5.1 Confidential Information. THE WARRANTIES SET FORTH IN SECTION 6.1, USER'S EXCLUSIVE REMEDY AND ALFRESCO'S ENTIRE LIABILITY WILL BE TO UNDERTAKE COMMERCIALLY REASONABLE (a) Definition. In connection with this Agreement, either EFFORTS TO REMEDY THE SUPPORT DEFICIENCY, party (the "Recipient") may obtain confidential and proprietary SUPPLY A TEMPORARY FIX, OR MAKE AN EMERGENCY information ("Confidential Information") from the other (the BYPASS. IF ALFRESCO CANNOT SUBSTANTIALLY "Discloser"). Confidential Information may include, without CORRECT A BREACH IN A COMMERCIALLY REASONABLE limitation, information about systems designs, pricing, cost data, financial information, business, sales, and marketing plans, products, product roadmaps, service programs, trade secrets, know-how, inventions, techniques, processes, programs, MANNER, USER MAY TERMINATE THE RELEVANT SOFTWARE SUBSCRIPTION AND RECEIVE A PRO RATA REFUND OF FEES PAID FOR THE REMAINING SUBSCRIPTION PERIOD AS OF THE EFFECTIVE DATE OF schematics, software, and data. C o n f id e n t ia l I n f o r m a t io n THE TERMINATION. includes information designated in writing as confidential, and any information a reasonable person would understand to be confidential or proprietary under the circumstances of its disclosure. 7. LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES (b) Exclusions. "Confidential Information" does not include 7.1 Disclaimer of Damages. NOTWITHSTANDING information that: (i) has been independently developed by or for the Recipient without access or reference to, or use of, Confidential Information; (ii) is lawfully received free of restriction from another source having the right to furnish such information; (iii) is or becomes lawfully in the public domain other than ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR AN ORDER FORM, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION: ANY through a breach of this Agreement; (iv) was lawfully known by INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, the Recipient prior to disclosure; (v) Discloser agrees in writing is free of such restrictions; or (vi) is generally disclosed by the Discloser to third parties without a duty of confidentiality. EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN TORT, (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY M A L F U N C T IO N S , REGULATORY NON- (c) Duties With Respect To Confidential Information. At all COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, times during and after the term of this Agreement, Recipient shall keep Discloser's Confidential Information confidential using the same degree of care that it uses to protect its own Confidential Information, but not less than a reasonable degree of care, and shall not disclose Discloser's Confidential Information to a third party without the Discloser's written consent, or use the Confidential Information for purposes other than the performance of this Agreement. Where disclosure is required by law, such LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN A PARTY OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR THESE DAMAGES WILL BE LIMITED AND EXCLUDED EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. disclosure shall not constitute a breach of this Agreement 7.2 Limitation of Liability. NEITHER PARTY'S (OR ITS provided Recipient gives Discloser reasonable advance notice to AFFILIATES') AGGREGATE AND CUMULATIVE LIABILITY enable Discloser to seek appropriate protection of the ARISING FROM OR RELATING TO THIS AGREEMENT, Confidential Information. WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE WILL EXCEED THE AMOUNTS PAID OR OWED TO 6. 6.1 REPRESENTATIONS AND WARRANTIES General Representations and Warranties. Alfresco ALFRESCO BY USER, EITHER DIRECTLY OR THROUGH A BUSINESS PARTNER, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE represents and warrants that: (a) it will use reasonable skill and care in providing contracted Support; (b) the Support will be performed in a professional and workmanlike manner by qualified personnel; (c) it has the authority to enter into this Agreement with User; and (d) Alfresco has taken commercially reasonable measures to ensure the Software does not, at the time of delivery to User, include malicious mechanisms or code designed to damage or corrupt the Software. TO LIABILITY. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY'S LIABILITY FOR DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE CAUSED BY NEGLIGENCE, OR FOR FRAUD. NOTHING IN THIS SECTION WILL LIMIT THE FEES OWED BY USER UNDER THIS AGREEMENT FOR SOFTWARE OR SUPPORT, OR FOR EXCEEDING THE SCOPE OF THE LICENSES GRANTED OR VIOLATING THE RESTRICTIONS IN SECTION 3. 6.2 Disclaimer of Warranty. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, TO THE MAXIMUM EXTENT 8. INDEMNIFICATION PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SUPPORT PROVIDED BY ALFRESCO ARE PROVIDED 8.1 Defense. If a third party initiates or threatens a legal Alfresco End User Agreement Americas (2015) Page 2 of 4 Alfresco Confidential Information action alleging that User's use of the Software directly infringes the third party's patent, copyright, trademark or misappropriates the third party's trade secret rights ("Third Party Rights") (such action, a "Claim"), then Alfresco will (a) promptly assume the defense of the Claim and (b) pay costs, damages and/or reasonable attorneys' fees that are included in a final judgment against User (without right of appeal) or in a settlement approved by Alfresco that are attributable to User's use of the Software; comply with all applicable laws, including applicable export control restrictions. In order for Alfresco to provide Support to User, it may be necessary for Alfresco to share information with its Affiliates, Business Partners, and/or subcontractors, which may be located worldwide. In such event, Alfresco will comply with Section 5 of this Agreement and with applicable data privacy laws governing the transfer of that information. provided that User (i) is current in the payment of all applicable 9.3 Entire Agreement. Except as otherwise provided in a fees, or becomes current, prior to requesting indemnification, (ii) notifies Alfresco in writing of the Claim promptly after receipt of the Claim, (iii) provides Alfresco the right to control the defense of the Claim with counsel of its choice, and to settle such Claim at Alfresco's sole discretion (unless the settlement requires payment by User or requires User to admit liability), and (iv) signed agreement between the parties, this Agreement constitutes the exclusive and complete agreement between Alfresco and User with respect to User's use of Alfresco Software and/or Support, and supersedes all prior oral or written discussions, agreements or understandings. reasonably cooperates with Alfresco in the defense of the Claim. 9.4 Force Majeure. Force majeure events shall excuse the affected party (the "Non-Performing Party") from its obligations 8.2 Injunctive Relief. If the Software becomes the subject of under this Agreement so long as the event and its effects any actual or anticipated third party infringement claim, Alfresco may, at its sole option and expense, (i) procure for User the right to continue using the affected Software consistent with this Agreement, (ii) replace or modify the affected Software with functionally equivalent software that does not infringe, or, if either (i) or (ii) is not available on a basis that Alfresco finds commercially feasible, (iii) terminate the Agreement or applicable Order Form and refund any prepaid fees for all unused portions of the Subscription Period. continue. Force majeure events include, without limitation, Acts of God, natural disasters, war, riot, network attacks, acts of terrorism, fire, explosion, accident, sabotage, strikes, inability to obtain power, fuel, material or labor, or acts of any government. As soon as feasible, the Non-Performing Party shall notify the other party of (a) its best reasonable assessment of the nature and duration of the force majeure event, and (b) the steps it is taking to mitigate its effects. If the force majeure event prevents performance for more than sixty (60) consecutive days, and the parties have not agreed upon a revised basis for performance, 8.3 Exclusions. Alfresco will have no liability for any Claim then either party may immediately terminate the Agreement upon based upon (a) use of non-current versions of the Software when written notice. Alfresco has made newer, non-infringing versions available User; (b) altered versions of the Software (unless the specific alteration 9.5 Severability/Waiver. If any provision of this Agreement is was made by or for Alfresco); (c) use, operation or combination of the applicable Software with non-Alfresco programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination; (d) Alfresco's compliance with designs, specifications or instructions ruled invalid or unenforceable, the provision shall be severable from this Agreement so that the remaining provisions are unaffected. No waiver of any rights under this Agreement will constitute a subsequent waiver unless otherwise stated in writing. provided by User where those designs, specifications or 9.6 Dispute Resolution. California law shall govern all instructions cause the infringement; (e) use by User after notice by Alfresco to discontinue use of all or a portion of the Software; or (f) third- party open-source software. This section constitutes the entire liability of Alfresco, and User's sole and exclusive remedy, with respect to any third party claims of infringement or misappropriation of intellectual property rights. aspects of this Agreement, without regard to its conflict-of-law principles. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of state and federal courts located in the Northern District of California. The prevailing party in any such dispute shall recover its reasonable attorneys' fees and costs from the losing party, including any fees or costs arising from an appeal. 9. GENERAL 9.7 Headings. All headings contained in this Agreement are 9 .1 Notices. Notices under this Agreement must be in writing inserted for identification and convenience and will not be and delivered: (a) if to Alfresco, to its Chief Financial Officer, with deemed part of this Agreement for purposes of interpretation. a copy to its General Counsel; (b) if to User, to its Chief Financial Officer or any individual identified in the Order Form. Notices will be deemed received when (1) delivered personally; or (2) upon 9.8 Amendment. This Agreement may not be amended or confirmed delivery by a commercial express carrier. modified except in a writing signed by the parties, with specific reference to this Agreement. 9 .2 Compliance with Applicable Laws. Each party will Alfresco End User Agreement Americas (2015) Page 3 of 4 Alfresco Confidential Information THE FOLLOWING APPLIES ONLY IF USER HAS PURCHASED DIRECT ALFRESCO SUPPORT Attachment 1 (Alfresco Support) 1. Alfresco Support Programs. Alfresco's support offerings, service levels, and guidelines are set forth at http://www.alfresco.com/support/guidelines. If User has purchased support, User's applicable support program(s) will be set forth in the Order Form. Alfresco support may be used only for User's internal purposes. Use of Alfresco support on behalf of a third party that is not a party to the Agreement, or for Community Versions, is a material breach of the Agreement. 2.1 Scope of Support. In using Alfresco support, User agrees it will: (a) provide Alfresco with sufficient information and resources to correct the applicable support issue; (b) install and operate the Software on an Alfresco-supported stack, as identified at http://www.alfresco.com/services/support/stacks/; (c) promptly install all service packs provided by Alfresco; and (d) procure, install and maintain all equipment, telephone lines, communication interfaces and other hardware necessary to operate the Software. User is responsible for reading the release notes and any other available documentation before installing or upgrading the Software, and for testing the Software before deploying it in a production environment. User should also backup its production systems on a regular basis and have those backups available if needed for support purposes. Alfresco is not obligated to provide for the following: (a) Software that has been modified or damaged by customer or a third party (unless at Alfresco's direction); (b) issues caused by User's negligence, hardware malfunction or other causes beyond the reasonable control of Alfresco; (c) issues caused by third party software not licensed through Alfresco or provided by Alfresco. 2.2 Technical Support Contacts. Alfresco customer support will provide Support to the designated contacts, as identified in an Order Form ("Technical Support Contacts"). The Technical Support Contacts should have "read, write and execute" access to the necessary files, English language communication skills and relevant technical knowledge. User may modify its designated Technical Support Contacts at any time during the term of a Subscription by notifying Alfresco in writing and giving Alfresco five (5) business days to process the change. Technical Support Contacts will be the only interface to the Alfresco customer support center. It is recommended that the Technical Support Contacts be Alfresco certified by attending the required Alfresco training courses. In an emergency, an Alfresco customer support engineer will respond to an issue for an unauthorized contact on an exception basis subject to later verification and involvement of a named Technical Support Contact. Alfresco End User Agreement Americas (2015) Page 4 of 4 Alfresco Confidential Information