SYNCSORT INCORPORATED SOFTWARE LICENSE AGREEMENT (AND AGREEMENT REGARDING RELATED SERVICES) This Software License Agreement ('SLA') is a legal agreement between you (either an individual or an entity, referred to herein as 'you' or 'Customer') and Syncsort Incorporated ('Syncsort'), concerning the Software (as defined below). The Software is the proprietary product of Syncsort or its suppliers and is protected by copyright, trademark, trade secret, patent and other intellectual property laws and international treaties. By opening the packaging, downloading, indicating your acceptance on-screen or on-line, or installing and/or using the Software (as defined in Section 2 below), you are agreeing to be bound by the terms of this SLA. If you do not agree to the terms of this SLA, (a) you may not use the Software and you must discontinue any further installation of the Software, and (b) you must promptly return to Syncsort, or destroy, the uninstalled Software (including all accompanying items); in such event, upon your written certification of full compliance with the foregoing provisions, provided to Syncsort within ten (10) days of your receipt of the Software, Syncsort will refund in full any Software License fees paid for the Software and/or fees paid for unused Professional Services. 1. CONTROLLING LANGUAGE. The controlling language of this SLA will be English. Les parties aux presentes confirment leur volonte' que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise. (Translation: 'The parties confirm that this Agreement and all related documentation is and will be in the English language.') Syncsort has provided translations in Spanish, French, German, Portuguese, Japanese and Chinese solely for the convenience of the Customer. 2. SCOPE. The term 'Software' as used in this SLA means the computer software copy contained in the package or file(s) to which this SLA is annexed, the associated media, any printed documentation and materials, any 'on-line' or electronic documentation provided by Syncsort related to such software, any updates, additions, or enhancements thereof or thereto that may be provided by Syncsort (including without limitation any replacement copy provided as an update or enhancement), and any resulting work provided by Syncsort in connection with Professional Services as defined below (except with regard to any preexisting material of Customer incorporated therein), and any backup copy of any of the foregoing made in compliance with this SLA. The Software may be provided as a Full-Use Version, Trial Version, Serialized Version, or Unserialized Version (as such terms are defined herein), as specified by Syncsort when the Software is provided, or as otherwise established pursuant to the provisions of this SLA. 3. LICENSE AND SERVICE PROVISIONS. (a) Grant of License. Subject to the terms and conditions of this SLA, Syncsort hereby grants you a nonexclusive, nontransferable, non-sublicensable right and license ('Software License') to use the Software within the Territory in accordance with the term, licensing configuration and use specified in the applicable Syncsort Order Document. The term 'Territory' as used in this SLA means, the geographic area for which the Software has been authorized for use by Syncsort, and for which the applicable fees have been paid. The term 'Syncsort Order Document' means the Syncsort Order Form or the purchase order for the Software, in either case as accepted by Syncsort prior to or in connection with this SLA; if no Syncsort Order Document has been accepted by Syncsort, then the Software shall be deemed a Trial Version. The Software License granted herein is conditional on timely payment in full of all applicable invoices and charges. If the Software is an upgrade of a previous version of the product, you may use that upgraded Software only in accordance with this SLA (provided you discontinue the use of the unupgraded version). (b) Trial Versions. If the Software was provided to you on a no-charge basis pursuant to a Syncsort trial program (a 'Trial Version'), then the Software may be used solely for evaluation purposes for the period specified by Syncsort at the time of delivery, and if no such period has been specified, then for a period of fourteen (14) days (the 'Trial Period'). Trial Version Software may not be used for any development, commercial, or production purpose. Further, in the event you have acquired a Trial Version, you must purchase a license for a Full-Use Version of the Software (i) if you wish to use the Software after the end of the Trial Period, or (ii) if you wish to use the Software for any development, commercial, or production purpose (each of (i) and (ii) being referred to as 'Production Use'). You may elect at your discretion to commence Production Use, provided, that such election will create an obligation on your part to report this fact to Syncsort within ten (10) days after the election and to pay for a Full- Use Version license in accordance with Syncsort's quotation, or in the absence of a specific quotation, Syncsort's then prevailing price schedules. If at the end of the Trial Period you do not purchase a license for a Full-Use Version of the Software, you must discontinue all use of the Software and destroy any and all copies of the Software and all of its component parts. The terms and conditions of the license for a Full-Use Version of the Software are the terms and conditions set forth in this SLA. (c) Professional Services. This SLA shall also apply to any Maintenance (as herein defined), support, training, implementation, consulting or other professional services (collectively, 'Professional Services') that may be provided to Customer by Syncsort from time to time in connection with the Software. Professional Services consisting of Maintenance for the Software ('Maintenance') are further governed by additional provisions set forth in Syncsort's standard maintenance policy, which policy is available from Syncsort in written form and is subject to change from time to time. Except as expressly provided with respect to Maintenance, all Professional Services are strictly commitments for time and have no defined or implied deliverables. Syncsort reserves the right to terminate or suspend Professional Services if applicable invoices are not paid when due. All Professional Services are provided subject to the limitations on warranties, remedies and liability set forth in Sections 7 and 8. (d) Further Requirements. Customer represents that it has complied with any regulations or registration procedures required by applicable law outside of the United States in order to make this Software License enforceable. 4. COPYING AND TRANSFER OF COPIES TO OTHER COMPUTERS OR PERSONS. (a) General. Except as provided in this Section 4, (i) no copies shall be made of the Software, and (ii) the Software shall not be transferred to or installed on a computer other than as specified in accordance with the applicable licensing configuration, or transferred, sold, assigned or otherwise conveyed to any person (which term shall mean, for purposes of this SLA, any natural person, corporation, partnership, firm, association, entity, governmental or juridical entity), without Syncsort's prior written consent. (b) Serialized Versions. Software may be provided by Syncsort in a 'serialized' form, which may require a serialized key for operation ('Serialized Version'). The license for Serialized Version Software is restricted to the specific computer(s), node(s) and/or configurations as specified by Syncsort in connection with such key. (c) Unserialized Versions. Syncsort may provide versions of the Software which it has designated as 'unserialized' ('Unserialized Version Software') and which do not require a serialized key for operation. You may install Unserialized Version Software on any computer within your organization, and copy the Unserialized Version Software for the sole purpose of such installation, provided that each and every such installation and copy shall remain subject to the terms and conditions of this SLA in every respect. Unserialized Version Software can only be used by you for testing and development purposes and you acknowledge that Unserialized Version Software may incorporate limitations to inhibit any use of the Unserialized Version Software for other purposes. (d) Authorized Cluster Configurations. If the applicable Software licensing configuration has been authorized by Syncsort for your use with an installation of the ApacheTM Hadoop(r) framework or similar cluster based environment ('Licensed Framework'), this SLA shall apply to every instance of the Software automatically distributed by the Licensed Framework. You agree that you will not use any RPM or other installation package for the Software provided in connection with installation of the Licensed Framework for installing or operating the Software outside of the Licensed Framework. (e) Archival Backup. You may make archival copies of the Software (other than Trial Version Software) as required by applicable government regulations or a commercially reasonable archival backup policy. (f) Authorized Transfers. You may request permission from Syncsort for a transfer of the Software or this SLA which is not expressly provided for above, and such permission shall not be unreasonably withheld, subject to payment of applicable additional fees, if any. If such permission is granted by Syncsort, you may transfer the Software License to: (a) a replacement computer or (b) a transferee of the originally licensed computer, provided, in the case of a transfer under clause (b) that any such transferee agrees to and accepts in writing all the terms of this SLA and that you do not keep any portion or copy of the Software or any accompanying items (including any documentation, binders or other written materials). You may not under any circumstances carry out any transfer permitted by the foregoing or any other provision of this SLA by means of communication over the Internet or any other public network (other than an initial authorized download of the Software from Syncsort). (g) Secured Parties. If you grant a security interest in the programs and/or any resulting Professional Services, the secured party has no right to use or transfer the programs and/or any work resulting from Professional Services. 5. PERMITTED USE AND ADDITIONAL RESTRICTIONS ON USE. You may use the Software solely as authorized by Syncsort for your own internal data processing operations. You may make the Software and related information available to your employees and agents who require such access and information in order for you to exercise the rights granted to you hereunder, provided such employees and agents are required to protect the Software and such information from unauthorized use and disclosure as provided herein. Without limiting your obligations under any other provision herein, or under any applicable law, you further agree to the following additional restrictions on use: (a) Notices and Legends. You will not remove any product identification, copyright notices, or other notices or proprietary restrictions from the Software. (b) Application Service Provider and Like Uses. You will not make the Software available for commercial timesharing, rental, application service provider or service bureau use without full disclosure to Syncsort of the particulars of such use and Syncsort's prior written consent thereto. (c) Derivative Works. You will not translate or otherwise prepare any derivative works based on the Software. (d) Nondisclosure. You will not disclose any information related to the Software (other than information in the public domain not as a result of any act or omission on your part), including without limitation diagnostic tests, screen images, printed output, results of any performance or benchmark tests of any Software, scripting languages or program interfaces defined by Syncsort in connection with the Software, (including without limitation Customer-created scripts or routines incorporating or reflecting any portions or elements of such languages or interfaces) to anyone other than the employees and agents specified above, without Syncsort's prior written approval. (e) Use for Competitive Development. You will not use the Software as an aid to develop or market a competing product. (f) Non-Circumvention. You will not make any attempt to bypass or disable product serialization, keying, or time limit mechanisms where such mechanisms are utilized in the Software's programming, or otherwise circumvent any access controls incorporated in the Software. (g) Territorial Restriction. You will not transfer or use the Software outside of the Territory without Syncsort's prior written consent and without paying any applicable additional fees. Should such consent to transfer be granted, you will fully comply with all laws and regulations to assure that neither the Software nor any direct product thereof is exported, directly or indirectly, in violation of law. (h) Reverse Engineering Prohibition. You will not cause or permit the Software to be dumped, traced, disassembled, decompiled or otherwise reverse engineered except to the extent (i) applicable law or an express provision in a Third-Party Software Information File provided by Syncsort in accordance with Section 16 expressly requires that you be permitted to do so, and (ii) it is essential to do so in order to achieve interoperability of the Software with another software program, and (iii) you have first requested Syncsort to provide the information necessary to achieve such interoperability and Syncsort has not made such information available in accordance herewith. Syncsort has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Syncsort or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein, shall contain the same copyright and other proprietary notices that appear in the Software, and shall be deemed part of the Software and subject to this SLA and as such may not be disclosed to any third party or used to create any software which is substantially similar to or competitive with the Software. You further agree not to permit or assist any employee, agent, contractor or other person to do anything that is prohibited pursuant to the foregoing provisions (a) through (h). 6. RESERVATION OF INTELLECTUAL PROPERTY RIGHTS. You acquire only the right to use the Software and do not acquire any rights, express or implied, in the Software or media containing the Software other than those specified in this SLA. This SLA does not grant you any rights in connection with any trademarks or service marks of Syncsort. Syncsort or its suppliers shall at all times retain all rights, title, and interest, including intellectual property rights, in the Software and its media. You agree not to challenge the validity of Syncsort's or its suppliers' copyright or trademark rights in and to the Software. All rights in the Software not expressly licensed to Customer herein are reserved to Syncsort. 7. LIMITED WARRANTIES/EXCLUSIVE REMEDIES. Syncsort warrants that for 30 days from date of delivery to you: (a) enclosed media (if any) is free of defects in materials and workmanship under normal use; and (b) unmodified Software will substantially perform the functions described in documentation provided by Syncsort when operated on the designated licensed configuration in accordance with this SLA. Syncsort and its suppliers do not warrant that: (i) the Software will meet your requirements, (ii) the Software will operate in combinations you may select for use, (iii) operation of the Software will be uninterrupted or error-free, or (iv) all Software errors will be corrected. Syncsort further warrants that its Professional Services will be performed in a professional and workmanlike manner. THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If you report an error in the Software within the 30-day period, Syncsort shall, at its option, correct the error, provide you with a reasonable procedure to circumvent the error, or, upon return of the Software to Syncsort, refund the Software License fees and Maintenance fees if applicable. Syncsort will replace any defective media without charge if it is returned to Syncsort within the 30-day period. These are your sole and exclusive remedies for any breach of warranty. This limited warranty gives you specific legal rights. You may have other rights, which may vary from place to place based on local laws, if applicable. Some states and/or countries restrict, in that they do not allow, or regulate, limitations on how long an implied warranty, guarantee or condition lasts. To the extent (and only to the extent) any such restrictions are applicable, the limitations of this SLA affected by those restrictions (including without limitation the duration of express or implied warranties) shall not apply to you. If (and only if) applicable local law requires a minimum warranty period of greater than 30 days, then such minimum period shall be controlling herein, in lieu of the 30-day period stated above. You further acknowledge your understanding that if the Software is a Trial Version, Syncsort does not make any commitment to you to provide any support, and notwithstanding the foregoing provisions of this paragraph, such Software is provided 'AS IS.' In any event, Syncsort reserves the right to cease support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software. EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED ABOVE, THE SOFTWARE AND ANY PROFESSIONAL SERVICES ARE PROVIDED 'AS IS', AND TO THE FULLEST EXTENT PERMITTED BY LAW, SYNCSORT AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE AND PROFESSIONAL SERVICES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND/OR FITNESS FOR A PARTICULAR PURPOSE. YOU, THE END USER, ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE OR THE RESULTS OF THE PROFESSIONAL SERVICES. 8. LIMITATION OF LIABILITY. SYNCSORT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SYNCSORT'S AND ITS SUPPLIERS' LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER FOR THIS LICENSE OR FOR THE RELEVANT PROFESSIONAL SERVICES. IF A COURT OR ARBITRATION TRIBUNAL (AS APPROPRIATE HEREUNDER) DETERMINES THAT ANY REMEDY PROVIDED TO YOU UNDER THIS SLA HAS FAILED OF ITS ESSENTIAL PURPOSE, THE LIMITATIONS ON LIABILITY AND EXCLUSION OF DAMAGES ABOVE SHALL NOT BE AFFECTED AND SHALL REMAIN IN FULL FORCE AND EFFECT. Some states and/or countries restrict, in that they do not allow, or regulate, the exclusion or limitation of incidental or consequential damages. To the extent (and only to the extent) any such restrictions are applicable, the limitations or exclusions of this SLA affected by those restrictions shall not apply to you. 9. BINDING AGREEMENT. YOU AND SYNCSORT BOTH UNDERSTAND AND AGREE THAT THIS SLA LEGALLY BINDS YOUR COMPANY AND CONSTITUTES THE FINAL, COMPLETE AND COMPREHENSIVE AGREEMENT WITH REGARD TO THE SUBJECT MATTER HEREOF. YOU FURTHER REPRESENT THAT THE PERSON INDICATING EXPRESS ASSENT HERETO BY 'CLICKING' ON (OR OTHERWISE ACTIVATING IN THE MANNER PROVIDED) THE ACCEPTANCE CONTROL FOR THIS SLA IS DULY AUTHORIZED TO DO SO ON YOUR BEHALF SO AS TO FORM A LEGALLY BINDING CONTRACT IN YOUR NAME. IN ADDITION, USE OF THE SOFTWARE WILL CONSTITUTE RATIFICATION OF SUCH PERSON'S ACCEPTANCE OF THIS SLA. THIS SLA SUPERSEDES AND REPLACES ANY AND ALL PRIOR NEGOTIATIONS, AGREEMENTS AND/OR EXCHANGE OF DOCUMENTS AND COMMUNICATIONS REGARDING THE SUBJECT MATTER HEREOF AND MAY ONLY BE MODIFIED, AMENDED OR SUPPLEMENTED BY AN INSTRUMENT IN WRITING DULY EXECUTED BY BOTH PARTIES. Without limiting the foregoing, (a) any purchase order or other document you may have provided to Syncsort with regard to the Software or any such Professional Services shall be referred to for informational purposes only as to items and quantities ordered, but no such purchase order or document shall override or otherwise affect anything set forth in this SLA; and (b) you and Syncsort further agree that any purchase order or other document that you provide to Syncsort in the future relating to the Software or any such Professional Services shall not be binding and shall have no effect unless manually signed in hard copy form by authorized representatives of both you and Syncsort. Additionally, notwithstanding the foregoing, it is further agreed that (i) if you have previously executed (and Syncsort has accepted) a Syncsort Order Document, or if there was previously a Syncsort license agreement in effect (including without limitation a prior version of this SLA) regarding the Software (each, a 'Prior Agreement'), this SLA shall be deemed to modify and amend the Prior Agreement with regard to the subject matter covered by this SLA (and your acceptance of the terms of this SLA shall serve as an expression of your agreement to such modification), provided, that any obligation to pay fees arising under the Prior Agreement shall survive; and (ii) if, subsequent to entering into this SLA, you execute (and Syncsort accepts) a Syncsort Order Document for the Software and/or Professional Services that were theretofore subject to this SLA, the Syncsort Order Document shall be understood as providing supplemental commercial terms with respect to such Software and/or Professional Services, and otherwise incorporating and continuing the effect, with respect such Software and/or Professional Services, of all of the terms and conditions set forth in this SLA, except to the extent, if any, overridden by any expressly conflicting provisions set forth in the Syncsort Order Document. Further, notwithstanding the foregoing, any additional or different terms and conditions of any license agreement addendum in writing which was duly executed prior hereto by both Syncsort and Customer and which expressly states that it was intended to take precedence over existing and thereafter reissued standard forms of Syncsort license agreements shall not be superseded by reason of the formation of this SLA. 10. TERMINATION. Without prejudice to any other rights, Syncsort may terminate this SLA if you fail to comply with any of its terms and conditions. In the event of any expiration or termination of the Software License grant herein, pursuant to the foregoing sentence or otherwise, you must discontinue any use of the Software and destroy any and all copies of the Software and all of its component parts, except insofar as such parts remain in archival copies made in accordance with Section 4(d), provided that no Production Use shall thereafter be made of such parts and that such parts shall otherwise remain subject to this SLA for so long as they shall continue to exist. Further in such event, the obligations imposed by Sections 3(c) and (d), 4(a) and (f), 5, 6, 11-15 and 17 shall survive and continue in full force and effect. 11. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions as currently set forth in Rights in Commercial Computer Software or Commercial Computer Software Documentation, DFAR 227.7202-3 or subparagraphs (b)(1) and (2) of the Commercial Computer Software License (DEC 2007) at FAR 52.227-19, as applicable. Manufacturer is Syncsort Incorporated, Woodcliff Lake, NJ 07677. 12. SEVERABILITY; CUMULATIVE REMEDIES. If any provision, or portion thereof, of this SLA is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted; provided, that notwithstanding such omission, the remaining provisions of this SLA shall continue in effect and the omitted term shall be replaced with a term consistent with the purpose and intent of this SLA. Except as otherwise expressly herein provided, the remedies provided hereunder are cumulative and not exclusive, and the fact that this constitutes a binding contractual agreement shall not preclude enforcement of Syncsort's legal rights under other applicable laws, including without limitation intellectual property laws. 13. APPLICABLE LAW. EXCEPT AS PROVIDED IN SECTION 14(b), THIS SLA SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW JERSEY, U.S.A. WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS RULES. THE UNITED NATIONS CONVENTION FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY. THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT SHALL NOT APPLY. 14. DISPUTE RESOLUTION. Except as provided in paragraph (c) below, all disputes arising out of or in connection with this SLA shall be resolved in accordance with one of the two following alternatives, (a) or (b). (a) U.S. Licensees. If this SLA is made between Syncsort and a Customer having offices in the United States, or if the Software is used at any time within the United States, then Customer hereby irrevocably consents to the exclusive jurisdiction of, and confers such jurisdiction upon, any state court for or within Bergen County in the State of New Jersey, U.S.A. and the United States District Court for the District of New Jersey, U.S.A., in connection with any action, suit, or other proceeding in connection with, arising out of, or relating to this SLA, and any and all claims, counterclaims and cross-claims in any actions, suits or proceedings, and agrees not to assert in any such action, suit, or proceeding that it is not personally subject to the jurisdiction of such courts, that the action, suit, or proceeding is brought in an inconvenient forum, or that venue of the action, suit, or proceeding (or of any claim, counterclaim or cross-claim therein) is improper. Customer hereby further irrevocably consents to service of process in any such action, suit or proceeding in any such court. (b) International. Otherwise, all such disputes shall be subject, exclusively, to binding arbitration in Paris, France, under the Rules of Arbitration of the International Chamber of Commerce by a panel of three arbitrators appointed in accordance with said rules. The arbitration proceedings shall be conducted in the English language. The Arbitrators shall apply the laws applicable to commercial parties of the country of your residence, to govern and construe this SLA for the purposes of any such arbitration proceedings. Syncsort may, without inconsistency with this SLA, seek from a court any interim or provisional relief that may be necessary to protect its rights or property, pending the arbitral tribunal's determination of the merits of the controversy. At the option of the party winning an award as a result of such arbitration, judgment on such award may be entered in any court of competent jurisdiction selected by such party. You may have other rights under the laws of your country. (c) Collection and Enforcement Matters. Notwithstanding the foregoing paragraphs (a) and (b), in the case of an action brought by Syncsort against Customer solely to collect unpaid fees, or to enforce an order, award or judgment issued or rendered in accordance with one of the foregoing paragraphs (a) or (b), said action may be brought, at Syncsort's election, in any forum of Syncsort's choosing in which Customer is otherwise subject to jurisdiction under applicable law, and Customer further agrees that it shall have no right to assert a counterclaim against Syncsort in such action. (d) Attorneys' Fees. You agree to pay all reasonable attorneys' fees incurred by Syncsort in the event it should become necessary as a result of your breach for Syncsort to enforce the provisions of this SLA against you under any of paragraphs (a), (b) or (c) above. Notwithstanding any other provision of this SLA, this SLA does not change your rights under the laws of your country if the laws of your country do not permit it to do so. 15. EXPORT RESTRICTIONS. You acknowledge that the Software provided under this SLA is subject to the export control and sanctions laws and regulations of the United States ('U.S.') and may also be subject to the laws and regulations of any country in which the Software is provided, incorporated, transferred, or received. You agree that you will not export or re-export the Software except in compliance with U.S. law. You specifically agree not to export, re-export, or download the Software, including its source or object code, the underlying information or technology, or any related encryption: (a) to any country to which the U.S. has embargoed or restricted the export of goods or services or to any national of any such country when such embargoes or restrictions are in effect; (b) to any end-user who you know or have reason to know will utilize the Software or portion thereof in the design, development or production of nuclear, chemical, or biological weapons; (c) to any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (d) without a license or other governmental authorization if required by law. The Customer is responsible for complying with local laws in its jurisdiction that might impact its right to import, export or use the Software. 16. THIRD-PARTY SOFTWARE. If the Software includes software provided by third parties ('Third-Party Software') as listed in the 'NOTICES' or similar file(s) provided by Syncsort and included with the Software (each, a 'Third- Party Software Information File'), then such Third-Party Software is subject to any separate terms and conditions specified in the Third-Party Software Information File as applicable to such Third-Party Software, and to the terms of any separate license agreements ('Third-Party Licenses') specified in the Third-Party Information File as applicable to such Third-Party Software. None of the terms set forth in the Third-Party Software Information File or in any of the Third-Party Licenses form any part of this SLA, nor shall they modify or affect the interpretation of the provisions of this SLA in any way; provided, that to the extent (and only to the extent) the Third-Party Software Information File specifically and expressly states that certain specified terms are to be incorporated by reference into this SLA with respect to specified Third-Party Software, then those specified terms, and only those terms, are hereby so incorporated by reference into this SLA, to the extent (and only to the extent) provided in the Third- Party Software Information File. 17. AUDIT RIGHTS. You agree Syncsort has the right to audit the compliance of your installed Software to the licensed configuration and/or licensing terms and restrictions authorized by Syncsort, including the right to send its representative to your facilities, if necessary, to conduct such audit. Syncsort agrees to provide commercially reasonable notice of any such audit and shall conduct any audit during commercially reasonable business hours, and you agree to provide reasonable cooperation to allow the audit to be properly completed. Syncsort shall bear the expense incurred by its representative in conducting the audit. 18. FORCE MAJEURE. Neither Syncsort nor Customer shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. Both Syncsort and Customer will use commercially reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either of us may cancel unperformed Professional Services upon written notice. This Section 18 does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Customer's obligation to pay for Software delivered or Professional Services provided. 19. TAXES. The fees set forth in any Syncsort pricing schedules do not include local, state or federal sales, use, excise, personal property or other similar taxes or duties. In no event will Customer be responsible for any taxes based upon Syncsort's income. Any such taxes or duties, when applicable, shall be paid by Customer to Syncsort, unless Customer provides proof that such taxes or duties have been paid to the appropriate governmental authorities. 20. INTERPRETATION. The headings provided herein are for convenience only and shall not be considered in the interpretation of this SLA. Copyright (c) 2013 Syncsort Incorporated. All rights reserved.