SOFTWARE LICENSE AGREEMENT End User License Agreement (EULA) for SAP Vora This Agreement is a binding agreement for SAP software licenses between you ("Licensee") and the local SAP entity to which you have submitted an order for the applicable products and services ("SAP") 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. Licensee's acceptance of this Agreement is evidenced by Licensee's access to and/or use of the SAP Software via the WSA. If you are acting on behalf of a company, you represent that you are authorized to bind the company. SAP recommends Licensee prints copies of the Agreement for Licensee's own records. If you choose not to agree to these terms, do not access and/or use the SAP Software. 1) DEFINITIONS. a) " Confidential Information" means, with respect to SAP, all information which SAP protects against unrestricted disclosure to others, including but not limited to: (a) the Software and Documentation and other SAP 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 SAP; (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 SAP subject to an applicable confidentiality obligation to such third party). b) "Documentation" means SAP's documentation which is delivered or made available to Licensee with the Software under this Agreement. c) " 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. d) "SAP Materials" means any software, programs, tools, systems, data or other materials made available by SAP 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 SAP relating to the Software and Documentation. e) "Software" means (i) any and all software products licensed to Licensee under this Agreement, all as developed by or for SAP, SAP AG, Business Objects Software Limited 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. f) "Territory" means the country in which the WSA Provider is located, subject to restrictions listed on www.sap.com/company/legal/index.epx and subject to applicable export control laws. g) "Use" means to activate the processing capabilities of the Software, load, execute, access, employ the Software, or display information resulting from such capabilities. h) "Web Services Account" or "WSA" "shall mean a cloud based account Licensee maintains at one of the SAP authorized cloud computing platform web hosting service providers which host the SAP Software Licensee accesses and uses under this Agreement. i) "WSA Provider" means the entity providing the WSA. 2) LICENSE GRANT. a) The applicable product specific use terms for Software licensed hereunder ("Use Terms") is attached hereto as Schedule 1 and made a part hereof. b) Subject to Licensee's 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 WSA Provider, SAP grants to Licensee a non-exclusive access based license to Use the Software, Documentation, and other SAP Materials solely as provided by SAP through the WSA Provider ("Service") within the Territory to run Licensee's 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. SAP is not responsible for any aspect of the Service, including without limitation its availability. Licensee shall indemnify, defend and hold harmless SAP and its licensors for any claim arising from Licensee's use of the Service: (i) in breach of this Agreement or any agreement with WSA PROVIDER or (ii) in breach or infringement of third party rights. This license does not permit Licensee to: (i) use the SAP Materials to provide services to any third parties (e.g., business process outsourcing, service bureau applications or third party training); (ii) lease, loan, resell, sublicense or otherwise distribute the SAP Materials; (iii) distribute or publish keycode(s); (iv) make any Use of or perform any acts with respect to the SAP Materials other than as expressly permitted in accordance with the terms of this Agreement; (v) 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(vi) obtain physical copies of the Software, Documentation or SAP Materials. c) 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 SAP 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. d) Licensee shall pay to WSA PROVIDER (or to such entity designated by WSA PROVIDER or SAP) license fees for the Software on the terms specified by SAP for Use of the Software via the Service. 3) TERM. a) Term. This Agreement and the license granted hereunder shall become effective as of the effective date of agreement between Licensee and WSA PROVIDER for the Services. It shall continue in effect thereafter until termination of the Service agreement between Licensee and WSA PROVIDER. Licensee shall cease Use of the Software via the Service after such termination. In case of a breach of the terms of this EULA by Licensee, SAP may terminate this Agreement with immediate effect and inform WSA PROVIDER that Licensee is not licensed to access and/or Use the Software via the Service. 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. b) End of Term Duties. Upon any termination hereunder, Licensee shall immediately cease Use of all SAP Materials and Confidential Information, and shall irretrievably destroy all copies of the SAP 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. 4) INTELLECTUAL PROPERTY RIGHTS. a) Reservation of Rights. The SAP Materials, and all Intellectual Property Rights embodied in the foregoing, shall be the sole and exclusive property of SAP, SAP AG (the parent company of SAP) 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 SAP or SAP AG. b) 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 SAP 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 SAP Materials except to an account on the Service. Licensee must not change or remove SAP's copyright and authorship notices. All rights not expressly granted to Licensee in this Agreement are reserved by SAP and its licensors. 5) DISCLAIMER OF WARRANTY; NO SUPPORT. a) Disclaimer of Warranty. THE SOFTWARE, ANY APPLICABLE DOCUMENTATION AND SAP MATERIALS ARE LICENSED TO LICENSEE "AS IS", WITHOUT ANY WARRANTY, SUPPORT, ESCROW, TRAINING, OR SERVICE OBLIGATIONS WHATSOEVER ON THE PART OF SAP. SAP 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 SAP MATERIALS, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, PERFORMANCE, DATA LOSS, AND UTILITY. b) No Support. SAP does not offer support for the Software unless specifically stated in the Use Terms. SAP has no obligation to provide any particular service level or support services. 6) LIMITATION OF LIABILITY. a) Not Responsible. SAP 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. SAP 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. b) Exclusion of Damages; Limitation of Liability. IN NO EVENT SHALL SAP OR ITS LICENSORS BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SOFTWARE,DOCUMENTATION, SAP MATERIALS, OR SERVICES RELATED THERETO. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST SAP OR ITS LICENSORS,WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE.LICENSEE'S SOLE REMEDY IN THE EVENT OF BREACH SHALL BE CESSATION OF USE AND/OR ACCESS TO THE SOFTWARE, DOCUMENTATION AND SAP MATERIALS VIA THE SERVICE. ANYTHING TO THE CONTRARY HERE IN NOT WITHSTANDING, UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL SAP 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 GOODWILL 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 SAP and Licensee. The license fees reflect this allocation of risk and the limitations of liability herein. 7) CONFIDENTIALITY. a) Use of Confidential Information. Licensee shall not reproduce SAP Confidential Information in any form except as required to accomplish the intent of this Agreement. Any reproduction of any SAP Confidential Information by Licensee shall remain the property of SAP 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 SAP Confidential Information strictly confidential; and (b) shall not disclose any SAP 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. SAP Confidential Information disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder. b) Exceptions. The above restrictions on the use or disclosure of the SAP Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by Licensee without reference to the SAP's 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) SAP agrees in writing is free of such restrictions. c) Confidential Terms and Conditions; Publicity. 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 SAP may use Licensee's name in customer listings or, at times mutually agreeable to the parties, as part of SAP's marketing efforts (including without limitation reference calls and stories, press testimonials, site visits, SAPPHIRE participation). SAP will make reasonable efforts to avoid having the reference activities unreasonably interfere with Licensee's business. 8) ASSIGNMENT. Licensee may not, without SAP's prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or the SAP Materials or SAP Confidential Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. SAP may assign this Agreement to any of its affiliates. 9) GENERAL PROVISIONS. a) 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. b) 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. c) Regulatory Matters. The Software, Documentation and SAP Materials are subject to the export control laws of various countries, including without limit the laws of the United States and Germany. Licensee agrees that it will not submit the Software, Documentation or other SAP Materials to any government agency for licensing consideration or other regulatory approval without the prior written consent of SAP, and will not export the Software, Documentation and SAP 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 SAP Materials by Licensee and/or its Affiliates. d) 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 and construed under the laws of Commonwealth of Pennsylvania without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States law, rules, and regulations, United States law, rules, and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply. 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). e) 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 SAP 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. SAP may provide notice to Licensee via the Service (including any website established for the Service). f) 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. g) Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between SAP 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 SAP may update Use Terms for Software by posting notice of such updates to the Service (including any website established for the Service) and Licensee's 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 any purchase order or other document furnished by Licensee to SAP. 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) Schedule 1; (ii) the GTC. Schedule 1 -- Use Terms -- SAP Vora, enterprise edition on WSA Provider 1) SAP Vora, enterprise edition on WSA (VORA on WSA Provider) shall mean the enterprise edition version of SAP Vora software. 2) Use and/or access to VORA on AWS is limited as follows: a) Use of the VORA on WSA PROVIDER instance must conform to the Vora Sizing Guide. b) VORA on WSA PROVIDER may be used with any number of Data Sources. As used herein, "Data Source" is defined as any software product(s) and/or database instance(s) for which Licensee has secured an appropriate license and such use is subject to the applicable license. Licensee can use any data transfer tool to load data into the VORA on WSA PROVIDER. SAP is not liable for any unauthorized use of such tools, the performance of such tools, or actions undertaken by Licensee that are not in compliance with Licensee's database or application licenses. c) Licensee shall not perform any of the following with regard to VORA on WSA PROVIDER, or any component thereof (including without limitation the Vora AMI): sublicense, sell, assign, or otherwise transfer rights; download or deploy outside of WSA PROVIDER; create additional WSA instances; reproduce, reverse engineer, re-engineer, modify or otherwise extend, change, or prepare derivative works thereof; make public any performance test results comparing VORA on WSA PROVIDER with other solutions, or across other hardware platforms. Licensee may not use any features or functionality of Vora or other software licensed from SAP, or any of SAP's affiliated companies, with VORA on WSA PROVIDER if such features or functionality are only available on a "ramp-up" basis. d) Licensee may use VORA on WSA PROVIDER for the purposes of developing, testing, production use and demonstrating the new VORA content such as tables, views, SQL scripts, models, users, roles, etc. Licensee agrees that the Content will not: (i)unreasonably impair, degrade or reduce the performance or security of any SAP software applications, services, or related technology; (ii) enable the bypassing or circumventing of any SAP license restrictions and/or provide any third party with access to VORA on WSA PROVIDER or other SAP products to which such third party is not licensed or otherwise entitled;(iii) render or provide, without prior written consent from SAP, any non-public information concerning SAP software license terms, or any other non-public information related to SAP products; or (iv) permit mass data extraction from an SAP product to a non-SAP product, including use, modification, saving or other processing of such data in the non-SAP product. In exchange for the right to develop Content under this Agreement, Licensee covenants not to assert any intellectual property rights in Content created by Licensee against any SAP product, service, or future SAP development. Subject to SAP's ownership of VORA on WSA PROVIDER, as well as any other SAP software and SAP Materials, the ownership of any Content Licensee develops under this Developer Agreement shall vest in Licensee. Licensee shall not commercialize, market, distribute, license, sublicense, transfer, assign or otherwise alienate any such Content unless otherwise agreed to in writing by SAP. Ownership of and title in VORA on WSA PROVIDER, other SAP software, SAP Materials and to all intellectual property rights in any SAP proprietary information embodied therein are and shall remain in SAP and its licensors. 3) Support a) SAP is under no obligation to provide support or maintenance services for VORA on WSA PROVIDER. If available, support will be in the form made available on the www.sap.com website by Vora community members. At its sole discretion, SAP may provide periodic updates to VORA on WSA PROVIDER. If available, such updates may include bug fixes, new features and/or enhancements. Licensee shall be solely responsible for deploying such updates at their own risk and liability. b) Links to Vora community are as follows: c) https://www.sap.com/community/tag.html?id=73555000100800000134 (Community Support Page) d) SAP is not responsible for support provided via the support channels identified above.