End User License Agreement for Altibase, Inc. ALTIBASE HDB(r) CLOUD on Amazon Web Services (the 'Agreement') THIS AGREEMENT IS A BINDING AGREEMENT FOR ALTIBASE HDB CLOUD SOFTWARE LICENSES BETWEEN YOU ('LICENSEE' OR 'YOU') AND ALTIBASE, INC. ('ALTIBASE') AND IS GOVERNED BY THE TERMS AND CONDITIONS SET FORTH BELOW. 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 CLICKING TO ACKNOWLEDGE ACCEPTANCE, OR BY LICENSEE'S ACCESS TO AND/OR USE OF THE ALTIBASE HDB CLOUD SOFTWARE VIA AMAZON WEB SERVICES. IF YOU ARE ACTING ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THE COMPANY. IF YOU CHOOSE NOT TO AGREE TO THESE TERMS, DO NOT ACCESS AND/OR USE THE ALTIBASE HDB CLOUD SOFTWARE. 1. DEFINITIONS 1.1 'Altibase' means Altibase, Inc., a Delaware corporation, One International Blvd., Mahwah, New Jersey 07495. 1.2 'Altibase Confidential Information' means all nonpublic information disclosed by Altibase, its affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Altibase Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners' technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between Licensee and Altibase or our affiliates. Altibase Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to Licensee at the time of Licensee's receipt from Altibase; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by Licensee without reference to the Altibase Confidential Information. 1.3 'ALTIBASE HDB CLOUD on Amazon Web Services,' or 'Software' means the ALTIBASE HDB edition that can be run on the AWS environment licensed on a per-hour usage basis, including as specified in Software Order Form. 1.4 'Amazon' means Amazon.com, Inc., 1200 12th Avenue South, Suite 1200, Seattle, Washington. 1.5 'Amazon Web Services' or 'AWS' means the Amazon Web Services comprising a virtual computing environment as defined at http://aws.amazon.com. 1.6 'Authorized Users' means employees and individual contractors (e.g., temporary employees) of Licensee that use the Software. 1.7 'Documentation' means the standard end-user technical documentation, specifications, materials and other information Altibase supplies in electronic format with the Software or makes available electronically in connection with validly licensed Software relating to the installation, use and administration of the Software. Advertising and marketing materials are not Documentation. 1.8 'Error' means a reproducible failure of the Software to perform in substantial conformity with its Documentation. 1.9 'Intellectual Property Rights' means copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contractual rights of non-disclosure or any other intellectual property or proprietary rights, however arising, throughout the world. 1.10 'Software Order Form' means the written order form or other ordering documentation (including a registration Webpage or Website) entered into by AWS and Licensee containing the specific terms and conditions under which the Software is provided . 1.11 'Subsidiary' means with respect to Licensee, any person or entity that (a) is controlled by Licensee, where 'control' means ownership of fifty percent (50%) or more of the outstanding voting securities (but only as long as such person or entity meets these requirements) and (b) has a primary place of business in the United States. 1.12 'Use' means to activate the processing capabilities of the Software, load, execute, access, employ the Software, or display information resulting from such capabilities, or to make use of any Documentation or related materials in connection with the above. 2. GRANT AND SCOPE OF LICENSE 2.1 Software License. Subject to the terms and conditions of this Agreement, Altibase hereby grants Licensee and its Subsidiaries a non-exclusive, non-transferable, non-sublicensable license to permit Authorized Users to use the Software only on AWS in the manner and for the purposes described in the Documentation. The license is limited to a single instance of ALTIBASE HDB CLOUD on AWS under this Agreement. 2.2 License Restrictions. Licensee shall not: (a) Use the Software except as expressly permitted under Section 2.1; (b) separate the component programs of the Software for use on different computers; (c) adapt, alter, publicly display, publicly perform, translate, create derivative works of, or otherwise modify the Software; (d) sublicense, lease, rent, loan, or distribute the Software to any third party; (e) transfer the Software to any third party (except as provided under Section 10.5) permitted by applicable law; (f) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Software, except as permitted by applicable law; (g) remove, alter or obscure any proprietary notices on the Software or Documentation; or (h) allow third parties to access or use the Software, including any use in any application service provider environment, service bureau, or time-sharing arrangements. No portion of the Software may be duplicated by Licensee. Licensee may, however, make a reasonable number of copies of the machine-readable portion of the Software solely for back-up purposes, provided that such back-up copy is used only to restore the Software, not for any other use or purpose. Licensee will reproduce on each such copy all notices of patent, copyright, trademark or trade secret, or other notices placed on such Software by Altibase or its suppliers. 3. PROPRIETARY RIGHTS 3.1 Licensee acknowledges and agrees that the Software, including its sequence, structure, organization, source code and Documentation contains valuable Intellectual Property Rights of Altibase and its suppliers. The Software is licensed and not sold to Licensee, and no title or ownership to such Software or the Intellectual Property Rights embodied therein passes as a result of this Agreement or any act pursuant to this Agreement. The Software and all Intellectual Property Rights therein are the exclusive property of Altibase and its suppliers, and all rights in and to the Software not expressly granted to Licensee in this Agreement are reserved. Altibase owns all copies of the Software, however made. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future patents of Altibase, except to the extent necessary for Licensee to Use the Software as expressly permitted under this Agreement. 4. CONFIDENTIALITY 4.1 Confidentiality. Licensee may use Altibase Confidential information only in connection with Licensee's use of the Software as permitted under this Agreement. Licensee will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Altibase Confidential Information, including, at a minimum, those measures Licensee takes to protect its own confidential information of a similar nature. Altibase Confidential Information disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder. 5. SUPPORT AND UPDATES 5.1 Support. For technical support, Licensees may visit ALTIBASE HDB CLOUD Community Website at http://technet.altibase.com. Altibase may, at its sole discretion, provide consultation and technical support in response to questions on ALTIBASE HDB community website. Except as provided here, Altibase has no obligation to provide support or maintenance for the Software. For the avoidance of doubt, Altibase has no liability and provides no support for the hardware or any AWS services provided by Amazon. 5.2 Updates. All upgrades and updates are provided to Licensee at Altibase's sole discretion and are subject to the terms of this Agreement on a license exchange basis. Licensee agrees that by using an upgrade or update Licensee voluntarily terminates Licensee's right to use any previous version of the Software. Upgrades and updates may be licensed to Licensee by Altibase with additional or different terms. 6. TERM AND TERMINATION 6.1 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 at the end of any applicable term. Altibase may terminate the Agreement, access to and/or Use of the Software at any time. 6.2 Effect of Termination. Upon termination of this Agreement for any reason, all rights granted under this Agreement will immediately terminate and Licensee must stop all Use of the Software. Termination shall not, however, relieve either party of obligations incurred prior to the termination. The following Sections shall survive termination of this Agreement: 1 (Definitions), 3 (Intellectual Property Rights), 4 (Confidentiality and Publicity), 6 (Term and Termination), 8 (No Warranty), 9 (Limitation of Liability), and 10 (General Provisions). 7. LICENSE FEES 7.1 Payment of Fees. In consideration for the licenses granted to Licensee and the performance of Altibase's obligations hereunder, Licensee shall pay to Amazon Web Service AWS (or to such entity designated by AWS or Altibase), without offset or deduction, license fees for the Software. 8. NO WARRANTY LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED BY ALTIBASE 'AS IS,' WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ALTIBASE MAKES NO WARRANTY THAT (I) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE SOFTWARE WILL MEET YOUR EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ALTIBASE OR THROUGH OR FROM USE OF THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. ALTIBASE SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF THE SOFTWARE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SOFTWARE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE SOFTWARE. ALTIBASE ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER AS A RESULT YOUR USE OF THE SOFTWARE. ALTIBASE DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY AMAZON OR OTHER THIRD PARTIES ACCESSIBLE THROUGH AWS. ALTIBASE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT AWS, AND SHALL NOT BE LIABLE FOR, AMAZON OR OTHER THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK. ALTIBASE WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF USING AWS OR A THIRD PARTY USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SOFTWARE, EITHER WITH OR WITHOUT YOUR KNOWLEDGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 9. LIMITATION OF LIABILITY IN NO EVENT WILL ALTIBASE BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF THE USE OR PERFORMANCE OF ANY PRODUCTS, LOSS OF REVENUES, LOSS OF PROFITS, OR BUSINESS INTERRUPTION, EVEN IF ALTIBASE KNOWS OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ALTIBASE'S TOTAL LIABILITY FOR ALL DAMAGES EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE TO USE THE SOFTWARE. 10. GENERAL 10.1 Relationship of Parties. The parties hereto are independent contractors. Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties. 10.2 Publicity. Altibase may use Licensee's name and a description of Licensee's Use of the Software for investor relations and marketing purposes. 10.3 Regulation. Licensee will comply with all applicable export control laws and regulations of the U.S. and other countries. Licensee will defend, indemnify, and hold harmless Altibase from and against all fines, penalties, liabilities, damages, costs and expenses (including reasonable attorneys' fees) incurred by Altibase as a result of Licensee's breach of this Section 10.3. 10.4 U.S. Government End-Users. Each of the components that constitute the Software and Documentation is a 'commercial item' as that term is defined at 48 C.F.R. 2.101, consisting of 'commercial computer software' and 'commercial computer software documentation' as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end-users acquire the Software with only those rights set forth herein. 10.5 Assignment. Licensee may not assign or transfer, by operation of law, merger or otherwise, any of its rights or delegate any of its duties under this Agreement (including, without limitation, its licenses for the Software) to any third party without Altibase's prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. Altibase may assign its rights or delegate its obligations under this Agreement. 10.6 Governing Law and Venue. This Agreement will be governed by the laws of the State of New Jersey, excluding any conflict of law provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought exclusively in a federal or state court located in Hackensack, New Jersey. Each party irrevocably consents to the personal jurisdiction and venue in, and agrees to service of process issued by, any such court. Notwithstanding the foregoing, either party may bring an action or suit seeking injunctive relief to protect its Intellectual Property Rights in any court having jurisdiction. 10.7 Force Majeure. Any delay in or failure of performance by either party under this Agreement, other than a failure to pay amounts when due, will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party. 10.8 Waiver; Severability. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is adjudicated to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. 14509154.1