Liquit End User License Agreement

LIQUIT END USER LICENSE AGREEMENT

Preamble

This Liquit End User License Agreement together with its addenda ("EULA") is between the customer (hereinafter "Customer", or "you") and either Liquit B.V. , a private company with limited liability, incorporated and existing under Dutch law, having its registered office at Kastanjelaan 6, 2982 CM Ridderkerk, the Netherlands, registered with the trade register of the chamber of commerce under number 64055787, or, if Customer has its registered office in the United States of America, Liquit Inc., with offices at 228 East 45th St Suite 9E, 10017 New York, NY 10017, US, (Liquit B.V., Liquit Inc. and/or their affiliates are hereinafter referred to as: "Liquit"). This EULA applies to the order form or ordering document agreed upon in writing or otherwise accepted by you and the reseller or Liquit if you ordered the Software directly from Liquit ("Ordering Document") and together form the agreement between you and Liquit. You agree that your terms and conditions do not apply to transactions with Liquit, and any references made to your terms and conditions on any purchase orders issued to Liquit are void and do not bind Liquit.

Access to and use of the modules of the Liquit Software, either as a downloaded application or as a hosted application, as specified at the Ordering Document (including any updates or upgrades thereof) (hereinafter the "Software") by Customer is subject to Customer's timely payment of the applicable license, support and maintenance fees and hosting fees (if applicable) ("Fees") and to the terms and conditions of this EULA.

Please read this EULA carefully before ordering, downloading, installing, accessing or using the Software. You indicate your acceptance of and you agree to be bound by this EULA by ordering, downloading, installing, accessing or using the Software. If you do not accept or agree to this EULA, do not order, download, install, access or use the Software and return (if applicable) the Software to your reseller or to Liquit. If you are accepting this EULA on behalf of any corporation, partnership or other entity, you represent and warrant that you are authorized to legally bind such entity to this EULA.

Any capitalized terms that have not been defined in this EULA refer to products, functionalities, modules of the Software that are described in the online documentation on the following website of Liquit: https://docs.liquit.com/docs/lws-about-this-documentation ("Documentation").

1. Software license

1.1. Subject to Customer's compliance with this EULA and payment of the Fees, Liquit hereby grants Customer a non-exclusive, non-transferable right for the sole purpose of accessing and using the Software for the maximum number of users or devices and for the term as specified at the Ordering Document.

1.2. Except as expressly permitted under this EULA or in a licensing program, Customer is not entitled to (a) rent, lend, lease, assign, sub-license, allow access to, resell, redistribute, alter, modify or translate the Software or any copy of it in any form to any third party nor create any derivative works from it; (b) remove from or change in the Software any designation concerning copyrights, trademarks or other intellectual property rights, including any indications concerning the confidential nature of the Software (c) decompile, reverse engineer, disassemble, or seek to reconstruct or discover any humanly readable form of code of the Software except to the extent allowed by applicable law (d) access or use the Software to operate a services bureau or to provide hosting services, access or use the Software to operate as an outsourcer, access or use the Software in a time-sharing arrangement; (e) attempt to disable or circumvent any of the licensing mechanisms within the Software.

1.3. Customer is only entitled to access or use the Liquit Setup Commander for the Fully Qualified Domain Name ("FQDN") of the first registration. As part of the installation of the Liquit Setup Commander or the configuration of its access to the Liquit Setup Commander when using the Liquit Setup Commander as a hosted application, Customer is required to register its licenses to access or use the Liquit Setup Commander with Liquit for a certain FQDN. Should Customer wish to access or use the Software for another FQDN, this is considered to be an assignment of the EULA. Customer is only entitled to do so after the written approval of Liquit and after Customer has re-registered its licenses to access or use the Liquit Setup Commander with Liquit for the new FQDN.

1.4. Customer is entitled to access or use the Software from a maximum of five (5) devices per license, provided that for each license a user may only access or use one (1) installed or hosted copy of the Software contemporaneously, unless otherwise agreed upon in writing.

1.5. Under a named user license Customer requires a license for each individual who may have access and/or use the Software, regardless of whether the individual is actually accessing or using the Software. Under a concurrent user license Customer may allow multiple individuals to access and use the Software but the total number of individuals accessing and using the Software at any given time may not exceed the total number of concurrent users specified in the Ordering Document. The minimum number of concurrent users required is at least (a) one-third of the number of devices from which an individual may access and/or use the Software and (b) at least one-third of the number of the total number of users that may have access and/or use the Software, regardless of whether the individual is actually accessing or using the Software.

1.6. If Customer or a third-party on behalf of Customer uses the Software for the purpose of deploying third-party software to virtual machines, Customer shall (a) only use the Software for the purpose and in compliance with the instructions set out in the Documentation, (b) ensure that for each user that may access and/or use the applications created, configured, adapted and/or installed by the Software, including but not limited to applications that have been deployed by means of third-party software, Customer has and maintains a license for the Software.

1.7. Third-party software (including updates thereof) that are directly or indirectly deployed by means of the Liquit Setup Store connector may only be used by Customer, if Customer has valid licenses for the Liquit Release & Patch Management module.

1.8. Customer may only make copies of the downloaded Software in a reasonable number and only for backup or archival purposes consistent with this EULA. Customer shall include Liquit's copyright, trademarks and other proprietary rights notices, as contained in the original copy of the Software, on every copy Customer makes of the Software. Customer may not under any circumstance, and may not permit any third party to, prepare any derivative work of the Software or remove any product identification, copyright, trademark or other notice from the Software.

1.9. Customer undertakes to (a) monitor and control the access to or use of the Software in accordance with the terms of this EULA and (b) to maintain accurate and up-to-date-records of number of registered users of the Software.

1.10. License monitoring. The Software connects daily to the license server(s) of Liquit in order to monitor the actual access to and usage of the Software. If the license monitoring reveals that Customer's access to or use of the Software exceeds the number of licenses purchased, then Liquit will contact Customer and Liquit is entitled to payment of the additional Fees for the access or usage of the Software by Customer exceeding the number of licenses purchased.

1.11. Third Party Materials. The Software may include certain open source software and/or other third party software, data or other materials (" Third Party Materials ") that are separately licensed to Customer by the respective owners or licensors. Customer's use of such Third Party Materials is subject to the applicable open source or third party license terms and conditions and not this EULA. The applicable license terms and conditions and other information relating to such Third Party Materials (including any available source codes) are made available in an addendum to this EULA, the Software, the Documentation, the Third Party Materials or at www.liquit.com .

1.12. Feedback. If Customer chooses to provide Liquit with ideas or suggestions regarding the Software, Customer agrees that Liquit is free to use any such ideas and suggestions for any purpose, including, without limitation, developing, improving and marketing the Software, without any liability or payment of any kind to Customer.

2. Fees and payment

2.1. In consideration of the license granted under this EULA, Customer shall pay the reseller or Liquit if Customer ordered the Software directly from Liquit, the applicable Fees as specified in the Ordering Document. The Fees shall be paid in accordance with the payment terms specified in this EULA and the Ordering Document.

2.2. In the event Customer exceeds the maximum number of registered users, Customer shall pay the additional Fees set forth in the then current price list of its reseller for the term of Customer has exceeded the maximum number of registered users.

2.3. All prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees, or other similar charges imposed on Liquit or reseller by any taxing authority (other than taxes imposed on Liquit's or reseller's income), related to this EULA, unless Customer has provided Liquit with an appropriate resale or exemption certificate for the delivery location, which is the location where Customer is located. In case of changes in law such that a tax is levied that is or becomes irrecoverable with a consequent increase to the costs to Liquit of providing the Software hereunder, Liquit is entitled to increase the Fees prices proportionally and retro-actively.

2.4. If Customer fails to pay an instalment, Liquit is entitled to charge interest at one percent (1%) per month or at the maximum (commercial interest) rate permitted by law, whichever is lower, from the date such payment was due until the date such amount is paid.

2.5. In the event of late payment of more than five (5) days, Liquit shall have the right to suspend or revoke Customer's right to access or use the Software until full payment has been made.

3. Intellectual Property Rights

3.1. All copyrights and all other intellectual property rights regarding the Software as well as all parts and copies thereof shall remain solely vested in Liquit or its licensors and shall not be assigned to Customer or any third party. Customer acknowledges these rights and shall refrain from any form of direct or indirect violation of these rights and shall not remove from or change in the Software any designation concerning copyrights, trademarks or other intellectual property rights, including any indications concerning the confidential nature of the Software.

3.2. Liquit shall indemnify Customer against third party claims that the use of the Software infringes the intellectual property rights of such third party, provided that Customer (a) promptly notifies Liquit in writing of any infringement or alleged infringement; (b) makes no admissions without Liquit's prior written consent; (c) allows Liquit to conduct any negotiations or litigation and/or settle any claim; and (d) provides Liquit all reasonable assistance with regard to such claim.

3.3. In the event that a judgement or any injunction shall be obtained against Customer's use or possession of the Software, Liquit shall, at its expense and option, promptly (i) replace the Software with a compatible, functionally equivalent, non-infringing software product; (ii) modify the Software or take other action so that the Software becomes non-infringing while maintaining the equivalent functionality; (iii) procure the right of Customer to continue using the Software; or (iv) if (i), (ii) and (iii) are not possible terminate the license and Customer's use of the Software and offer Customer a pro-rata refund of the license fee paid in advance by Customer with respect to the Software.

3.4. Liquit shall have no liability for any claim of infringement of any intellectual property rights that is based on: (i) the use of other than the latest version of Software, if such infringement could have been avoided by the use of the latest version; (ii) the use or combination of the Software with software, hardware or other materials not approved by Liquit, (iii) use of the Software in a manner other than that for which it was designed or contemplated; (iv) any modification of the Software made by Customer or a third party; or (v) any Third Party Materials.

3.5. Except for the conditional indemnification obligations set forth in this clause 3, Liquit will not be liable for any losses or damages resulting from third party allegations of the infringement of intellectual property rights.

3.6. Continuity arrangement. Within the Liquit group of companies an entity has been specifically set up for continuity purposes. In the event where either Liquit B.V. or Liquit, Inc. has been declared bankrupt, that entity will ensure that Customer will be able to continue using the Software.

4. Confidentiality

4.1. The Software and the related documentation are and contain valuable confidential information of Liquit. Confidential Information means non-public technical and non-technical information relating to the Software and documentation, including, without limitation, trade secret and proprietary information, the structure, functionality and operation of the Software and any other information that has been designated as confidential and/or regarding which the Customer knows or should reasonably understand that such information is confidential.

4.2. Customer shall keep confidential the Software and the related documentation or any part or any copy thereof and Customer shall not disclose the same to third parties without the prior written consent of Liquit.

4.3. Customer shall take all necessary measures to safeguard the confidentiality of the Software or any part or any copy thereof and to prevent the disclosure, use, copying, publication or dissemination of the same to a third party.

4.4. Liquit has no obligation whatsoever, contractual or otherwise, to disclose any Confidential Information, information regarding and in connection with the Software and/or to disclose any information that is used to configure the Software and/or the sources thereof.

4.5. Customer agrees that, in the event any person or party seeks to obtain the Confidential Information of Liquit through involving Customer by any means, including demand, discovery request or court order, Customer shall immediately notify Liquit prior to disclosing the requested Confidential Information and will cooperate with each other in responding to such demand, discovery requests or court order so as to minimize the disclosure of such Confidential Information.

4.6. Customer shall impose the confidentiality obligations upon its respective employees and authorized third parties by written agreement and shall see to it that its employees and authorized third parties shall at all times fully comply with such obligations.

5. Hosting and personal data

5.1. When using the Software as a hosted application, Liquit will be responsible for hosting the Software with a hosting services provider as set out in Addendum C to this EULA (Hosted Application).

5.2. In order to access and use the Software the server hosting the Software will connect to an identity server, platform or provider (e.g. Azure AD, LDAP etc.) provided by Customer with the connection details provided by Customer. Only users and groups are retrieved in accordance of the connection details. Customer is the controller of all personal data and Liquit shall process any personal data of the Customer in accordance with Addendum D to this EULA (Data Processing Addendum).

6. Audit rights

6.1. Audit by Customer. During the terms of this EULA, upon request of Liquit, Customer shall conduct a self-audit of its access to or use of the Software and, within ten (10) business days after receipt of such request, submit a written statement to Liquit verifying that it is in compliance with the terms and conditions of this EULA.

6.2. Audit by reseller. Customer agrees that the relevant reseller, upon instruction of Liquit, may instruct an independent third party to perform an audit, on behalf of the relevant reseller, at Customer's facilities during normal business hours, in order to ascertain Customer's compliance with this EULA. Customer agrees to cooperate with Reseller and the instructed independent third party during such an audit and to provide reasonable access to Customer's information and systems. If an audit reveals that Customer has breached any term of this EULA, then Customer shall pay the Fees due as from the date of the breach and reimburse all reasonable costs of conducting the audit.

6.3. Audit by Liquit. Customer agrees that Liquit, at its sole discretion, may instruct an independent third party to perform an audit, on behalf of Liquit, at Customer's facilities during normal business hours, in order to ascertain Customer's compliance with this EULA. Customer agrees to cooperate with Liquit and the instructed independent third party during such an audit and to provide reasonable access to Customer's information and systems. If an audit reveals that Customer has breached any term of this EULA, then Customer shall pay the Fees due as from the date of the breach and reimburse all reasonable costs of conducting the audit incurred by Liquit, without prejudice to Liquit right to terminate this EULA with immediate effect.

7. Limited Warranty

7.1. Subject to the exceptions provided in clause 7.5, Liquit warrants to Customer that, for a period of 3 months from (i) the date the Software has been downloaded or (ii) the date access to the Software is made available, the Software will substantially conform to the specifications provided by Liquit to Customer in writing and specially designated as "warranted" by Liquit and that during this period Liquit will, through the relevant reseller and upon written notice within such time from the relevant reseller, use commercially reasonable efforts to correct or to provide a workaround for any material non-conformance of the Software to the material specifications set forth in the Documentation, as long as Customer has installed, accessed and used the Software in conformance with such specifications and has not modified it.

7.2. Liquit does not guarantee that any error or other non-conformance can or will be corrected. Customer shall cooperate with its reseller and provide its reseller with all available information in written or electronic form so as to enable the reseller and/or Liquit to reproduce and attempt to correct such non-conformance of the Software. In the event that Liquit is unable to correct a material non-conformance in the Software and if in Liquit's opinion such correction is not reasonably feasible, Liquit shall offer a pro-rata refund any license fee paid in advance by Customer for such Software upon Customer's de-installation and return of the Software and all copies of the Documentation to the relevant reseller or upon Customer's written certification that the Software and all copies of the Documentation have been destroyed.

7.3. The Software may contain links to third party websites and servers for downloading and setting up third party software. Those third party websites and servers are not managed by Liquit. Liquit exercises commercially reasonable efforts to verify the links but does not provide any warranty or condition of any kind, express or implied, including without limitation warranties as to accuracy, appropriateness, uninterrupted or error free operation, accessibility, privacy, security, quality or fitness for a particular purpose. Any access to and use of such websites and servers, including but not limited to downloading and setting up third party software is at the risk of Customer.

7.4. The obligations set forth in this clause 7 constitute Liquit's exclusive obligations and liability and provide Customer's sole and exclusive recourse with respect to non-conformance of the Software to the warranted specifications. Liquit does not warrant that the Software will operate error free or uninterrupted or that it will meet Customer's requirements. To the maximum extent permitted by applicable law and except for the express provisions stated in this clause 7, the Software and documentation are each licensed "as is" and "without warranty", and Liquit hereby specifically excludes and disclaims the implied warranties of merchantability and fitness for a particular use and all other warranties, whether express or implied by law, statute or course of dealing, and the parties specifically exclude all representations and warranties, whether statutory or otherwise, with respect to non-infringement of any other nature of the rights of third party.

7.5. Liquit will have no warranty obligations with respect to (i) Software which has been modified by Customer or on behalf of Customer; (ii) malfunctions caused by Customer's access, use or operation of the Software with any hardware, software or media not authorized by Liquit; (iii) malfunctions resulting from operator error or incorrect access to or use of the Software; (iv) malfunctions attributable to the equipment and programs used in conjunction with the Software or to any other reason external to the Software; (v) if any previous patches or error corrections of the Software have not been implemented by Customer or the instructions of Liquit have not been followed; or (vi) any Third Party Materials.

8. Maintenance and Support

8.1. Maintenance and support are mandatory for all Software licenses purchased by Customer and will be provided by the reseller or, if Customer ordered the Software directly from Liquit, by Liquit and then in accordance with the terms and conditions of Liquit Support Service Level Agreement which will be provided to Customer upon request.

8.2. Any assistance regarding the use of the Software will be provided through a reseller. Liquit resellers are responsible for providing first-line support to any questions or issues that might arise. Liquit provides support to its resellers and acts as path of escalation.

8.3. If you ordered the Software directly from Liquit, Customer may request support by e-mail and telephone between 09:00 and 17.00 hours (CET) on working days excluding public holidays in the Netherlands. The e-mail address and phone numbers for support are specified at the website of Liquit.

8.4. Liquit shall use commercially reasonable efforts to respond during normal business hours to incidents that have been reported by Customer.

8.5. Maintenance and support shall be provided for a period of 2 years for each Major release. Thereafter Liquit shall have no support obligations with regard to that release. Liquit shall not be obligated to support any other Major or Minor versions of the Software. For purposes of this paragraph, the term "Major" (x) refers to the first two parts of a four-part version number (x.x.y.y) and the term "Minor" (y) refers to the last two parts of a version number (x.x.y.y).

8.6. Liquit and/or the relevant reseller shall have no support obligations under maintenance and support in the events as specified in clause 7.5 above. Liquit's obligation to provide maintenance and support is dependent on the continued existence of the license to use the Software and if the license is terminated for any reason, Liquit's obligations to provide maintenance and support will cease automatically on the occurrence of such event.

9. Updates

9.1. Liquit may from time to time in its sole discretion develop and make available updates, which may include bug fixes, patches, security updates, enhancements and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionalities of the Software and Liquit has no obligation to provide or enable any particular features or functionalities.

9.2. If Customer enabled the automatic updates functionality, updates will be automatically downloaded and installed when available. Automatic update functionality can also be configured for notification only. All notifications of new versions are published on the website of Liquit.

9.3. Customer shall download and install the Updates within the period mentioned in the notice and acknowledges and agrees that the Software or portions thereof may not properly operate should Customer fail to do download and install the Updates in accordance with the notice. All Updates will be deemed part of the Software and be subject to all terms and conditions of this EULA.

10. Limitation of liability

10.1. Liquit shall be liable only for direct damages incurred by Customer caused by Liquit' breach of this EULA. Such liability shall be limited to the fees paid by Customer under this EULA in the six (6) months prior to the event giving rise to the liability occurred. For the purpose of this EULA "direct damages" shall mean exclusively and exhaustively all the costs of: (a) damage to the Software, computer hardware and other material property, (b) reasonable expenses incurred by Customer in order to prevent or reduce damage that could be expected as a result of the event causing liability; (c) reasonable expenses incurred by Customer in order to assess the cause of damage, the liability, the direct damage and the means of repair. The liability of Liquit to Customer for damages and any liability arising out of or in connection with this EULA or in connection with the Software, on whatever ground, other than the direct damages mentioned above (including but not limited to, indirect or consequential damages, loss of turnover, loss of profit, loss of computer usage time, loss of revenues, loss of opportunities, and damage to, or loss of use of, data or programs) shall be excluded. The limitations of liability set out in this clause 10 shall not apply if and insofar as damages are a result of gross negligence, willful misconduct or fraud by Liquit. Any action against Liquit must be brought within twelve (12) months after the cause of action arises. It is the responsibility of Customer to always install the latest update available. Liquit shall in no event be liable for damages or loss resulting from not having installed the latest update available.

10.2. Customer shall (a) comply with all applicable laws and regulations in its use of the Software; (b) not misuse the Software in any way; and (c) not use the Software for any purpose or in any way that might harm, infringe the rights of or cause loss to any relevant party or any other person. Customer shall defend, indemnify and hold Liquit harmless from and against any and all losses, expenses, damages, and liabilities arising from or out of any breach by Customer of this EULA, other laws, regulations or restrictions.

10.3. Neither party is liable for any failure to perform, or for any delay in performing, any of its obligations, due to unforeseen circumstances or to causes beyond either party's reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, epidemics, quarantine restrictions, strike, lock-out or other industrial action or dispute, failure or malfunction of a utility service, transport network or computer or communications network or service, or a civil commotion or disorder, riot, invasion, war or act of terrorism, or any substantially similar event.

11. Term and Termination

11.1. This EULA will start on the date of (i) downloading the Software or (ii) making access to the Software available for the initial term specified in the Ordering Document. If no initial term is specified in the Ordering Document, the initial term shall be one (1) year. After the initial term this EULA will automatically renew for subsequent terms equal to the initial term unless either party terminates this EULA at the end of the then current period by giving three (3) months written notice.

11.2. Customer may not terminate this EULA in whole or in part for its convenience during the initial term. After the initial term Customer may terminate this EULA in whole or in part for its convenience, upon providing three (3) months written notice. Liquit will not reimburse any Fees to Customer if it terminates this EULA for convenience.

11.3. If Customer (i) fails to comply with any of the provisions of this EULA and has not remedied such failure within 14 days after having been notified by Liquit in writing identifying the failure, or if (ii) the bankruptcy of Customer has been applied for, or an attachment is levied on Customer's assets, or (iii) in case of a change of control of Customer, Liquit shall be entitled at its own discretion to terminate this EULA forthwith upon written notification to Customer. For the purpose of this clause 11.3, "change of control" means a reorganization, merger, consolidation or other form of entity transaction or series of transactions, in each case, with respect to which persons who were owners of Customer immediately prior to such reorganization, merger, consolidation or other entity transaction do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors or managers of the reorganized, merged or consolidated company's then outstanding voting securities.

11.4. Upon expiration or termination of this EULA Customer shall (a) discontinue all use of the Software; and (b) within fourteen (14) days following the date of termination provide Liquit with a written notice verifying that the Software has been uninstalled and that all copies, forms and parts of the Software, have either been destroyed or returned to Liquit and no copies, forms or parts thereof remain in the possession of Customer.

11.5. Expiration or termination of this EULA, for whatever reason shall not prejudice the provisions which by their nature must be deemed to survive expiration or termination, including but not limited to clauses regarding intellectual property, confidentiality, limitation of liability, applicable law and governing law and disputes.

12. Governing law and disputes

12.1. This EULA and all disputes arising from it will be governed by the laws of the Netherlands or, if Customer has its registered office in the United States of America, the laws of the State of New York.

12.2. The parties shall use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to this EULA or breach thereof. If the parties cannot reach an amicable settlement, all disputes and controversies arising out of or relating to this EULA or the relationship of the parties shall be finally and bindingly resolved:

(a) if Customer has its registered office in the Netherlands: by the competent civil court of Rotterdam in the Netherlands;

(b) if Customer has its registered office outside the Netherlands and outside the United States of America: by the Amsterdam District Court following proceedings in English before the Chamber for International Commercial Matters ("Netherlands Commercial Court" or "NCC District Court"), to the exclusion of the jurisdiction of any other courts. An action for interim measures, including protective measures, available under Dutch law may be brought in the NCC's Court in Summary Proceedings (CSP) in proceedings in English. Any appeals against NCC or CSP judgments will be submitted to the Amsterdam Court of Appeal's Chamber for International Commercial Matters (" Netherlands Commercial Court of Appeal " or "NCCA");

if Customer has its registered office in the United States of America: under the Commercial Arbitration Rules of the American Arbitration Association in front of a sole arbitrator. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction. Additionally, in case of monetary claims related to unpaid and overdue invoices, Liquit Inc. may bring suit in the courts of New York County, New York, or in any courts located in a county in which Customer holds offices.

13. General

13.1. Severability and invalidity. If any term or provision of this EULA shall be held illegal or unenforceable in whole or in part, under any rule of law, such term or provision or part shall to that extent be modified or deemed modified to conform to such rule of law. The validity and enforceability or the remainder of this EULA shall not be affected.

13.2. Entire agreement. This EULA together with any Ordering Document constitute the entire agreement between Liquit and Customer regarding the use of the Software and supersedes all prior agreements and understandings. No distributor, reseller, partner, sales person, employee or other person is authorized to modify this EULA or to make any representation, warranty or promise that is different from, or in addition to, this EULA. Liquit is not in any way or manner bound to such representations, warranties or promises.

13.3. Order of precedence. If there is a conflict between the terms of this EULA and the terms of an Ordering Document, the terms of this EULA shall prevail.

13.4. No waiver. No delay or omission by either party to exercise any right or power under this EULA or pursuant to applicable law shall impair such right or power or be construed as a waiver thereof. A waiver by any party of any covenant or breach shall not be construed to be a waiver of any other covenant or succeeding breach.

13.5. Amendments to EULA. Except for clauses of this EULA regarding type of licensed products, license quantities, fees and term of license or subscription, Liquit may amend this EULA from time to time in its sole discretion. If Customer enabled the automatic updates functionality, Customer accepts updated versions of this EULA when available and when updates of the Software are automatically installed. If Customer does not want to accept updated versions of this EULA, Customer should disable automatic updates functionality. If automatic updates functionality has not been enabled or has been disabled, Customer will receive a notification to accept the updated version of this EULA when available and when installing an Update. Amended versions of this EULA will also be posted on the website of Liquit and shall be effective immediately after the date the Update has been installed.

13.6. No assignment. Customer shall not assign or delegate or otherwise deal with all or any of its rights or obligations under this EULA. Liquit shall have the right to assign or otherwise delegate all or any of its rights or obligations under this EULA to any person or entity.

13.7. Publicity. Customer hereby grants Liquit the right to list Customer as a customer of Liquit along with other customers in marketing materials such as the Liquit web site, presentations and press releases.

ADDENDUM A - LIQUIT LICENSING PROGRAM

This Addendum A ? Liquit Licensing Program ("Addendum A") describes additional terms that only apply to the specific licensing programs when explicitly ordered by Customer and stated in the Ordering Document:

Evaluation license. If Customer has acquired the Software for evaluation purposes ("Evaluation License"), use of the Software is only permitted for evaluation purposes (to perform an assessment that seeks to determine if the Software is the best possible fit for the needs of a given business problem, such as proof of concepts and/or pilots) and only during the applicable evaluation period starting from the date of activation. At the end of the evaluation period, your Evaluation License is automatically terminated. Notwithstanding any other provision in the EULA or this Addendum, Evaluation Licenses are provided "AS-IS" without indemnification, maintenance and support, or warranty of any kind, expressed or implied, and without any liability for Liquit for any damages because of any defects or errors in the Software.

Demo license. If Customer has acquired the Software for demo purposes ("Demo License"), use of the Software is only permitted in a non-production environment and Customer may use the Software only for demonstration purposes for the limited demonstration period starting from the date of activation. At the end of the demonstration period, your Demo License is automatically terminated. Notwithstanding any other provision in the EULA or this Addendum, Demo Licenses are provided "AS-IS" without indemnification, maintenance and support, or warranty of any kind, expressed or implied, and without any liability for Liquit for any damages because of any defects or errors in the Software.

Enterprise license. An Enterprise license may only be ordered directly from Liquit and is intended for use by international organizations.

Managed Services license. A Managed Services license may only be ordered directly from Liquit subject to the terms and conditions of a separate Managed Service License Agreement and is intended for services providers who wish to offer the Software to their customers. A Managed Services license allows third parties to access and use the Software from the domain of the managed services provider.

ADDENDUM B ? THIRD PARTY MATERIALS

This Addendum B ? Third Party Materials ("Addendum B") describes additional terms that apply to Third Party Materials.

With the Software it is possible to activate certain connectors to existing application environments and/or resources (e.g. Setup Commander, Citrix Storefront, App Volumes, Windows Printer Servers etc.). The connected applications and/or resources will be imported in the central Liquit resource pool.

Activating and using such connectors by Customer is subject to Customer's timely payment of the applicable fees for the selected connectors and to the terms and conditions of the relevant licensors of the selected connectors. If you do not accept or agree to those terms and conditions, do not activate and / or use those connectors.

Furthermore, Customer is solely responsible for having acquired the relevant permissions, consents, rights and/or licenses for the Third Party Materials that are imported in the central Liquit resource pool with the use of the connector to the Setup Store. By downloading and installing the Third Party Materials with the use of the connector to the Setup Store, Customer represents and warrants that it has the relevant permissions, consents, rights and/or licenses to use the Third Party Materials and to use those in connection with the Software for importing the Third Party Materials in the central Liquit resource pool.

Customer may use the connector to the Setup Store and by activating that connector Customer will get a limited number of applications. If Customer wants to access the entire database it needs to purchase a separate Liquit Release & Patch Management license, which will give access to the entire database.

> ADDENDUM C ? HOSTED APPLICATION

This Addendum C ? Hosted Application (the "Addendum C") describes additional terms and conditions that apply to Customer's access to and use of the Software as a hosted application.

Availability

Liquit uses the services offered by the third-party hosting services provider as described on the Data Protection Information page on the Liquit website (" Hosting Services Provider ") to make the Software available. The applicable service levels are either described on the Data Protection Information page on the Liquit website or described on the relevant webpages of the Hosting Services Provider referred to on the Data Protection Information page on the Liquit website (" Hosting Services Provider SLA ").

Liquit shall use commercially reasonable efforts to make the Software available for access and use by Customer and its users at least 98% of the time measured over a full calendar month during the Term. Liquit shall have no obligation to make the Software available (i) during scheduled maintenance and (ii) to the extent and for the period that Liquit is prevented from doing so by reason of any cause beyond its reasonable control, including without limitation the inability to use or the failure of any data communications services provider. Liquit has no responsibility for any non-availability (i) in the events as specified in clause 7.5 of the EULA (ii) caused by an error of failure of any hardware, software, infrastructure of data communications connections for which Customer is responsible.

If, following an unavailability of the datacenter of the Hosting Services Provider, Customer is unable to access and/or use the Software, Customer is entitled to a pro rata part of any Service Credits (as defined in the Hosting Services Provider SLA) Liquit receives from the Hosting Services Provider under the Hosting Services Provider SLA provided that Customer (a) complies with the terms and conditions of the EULA (including this Addendum C) and (b) reports the unavailability in time (before the 10^th of the calendar month following the calendar month in which the issue incident occurred) and with a detailed description of the unavailability (including (i) the time and duration of the unavailability; (ii) the number of locations or users affected; and (ii) descriptions of your attempts to resolve the incident) in order for Liquit to report the unavailability to its datacenter provider and to make the claim for any Service Credits. Payment of a Service Credit is Customer's sole remedy for any unavailability of the Software.

Liquit will provide e-mail notification to Customer prior to scheduled maintenance windows and as soon as possible in the event of emergency maintenance.

Support

Liquit will only provide support by e-mail or phone for technical questions and assistance regarding accessing the Software.

If you ordered the Software directly from Liquit, Customer may request support by e-mail and telephone between 09:00 and 17.00 hours (CET) on working days excluding public holidays in the Netherlands. The e-mail address and phone numbers for support are specified at the website of Liquit.

Liquit shall use commercially reasonable efforts to respond during normal business hours to incidents that have been reported by Customer.

Data center

The location or region of the data centers and the back-up data centers used by Liquit are described on the Data Protection Information page on the Liquit website. If Liquit changes the location or region of a data center, Liquit will notify the Customer by updating the relevant information on the Data Protection Information page on the Liquit website (provided, however, that Liquit will not be required to provide such notification for a temporary transfer in the event of an emergency).

Customers obligations

Customer is responsible for setting up and maintaining the required hardware, software, infrastructure and data communications connections to the internet or another network in order to access the data center on which the Software is hosted. Customer shall take appropriate measures (including installing updates when available) to protect its hardware, software, infrastructure and data communications connections against unauthorized access viruses, malware and similar threats. Customer is responsible for downloading and installing Updates (e.g. Liquit Agent and Liquit Apps) on the hardware managed by it when prompted to do so in order to continue accessing and/or using the Software.

Customer will and will procure that its users will use the Software solely for the purpose as set out in this EULA and Customer shall not use or permit anyone else to use the Software (a) to intercept or attempt to intercept any communications; (b) to circumvent or attempt to circumvent any security measures; (c) to access data not intended for it, or to log on to a network, server or an account that it is not expressly authorized to access or to log on; (d) to upload or distribute viruses or other forms of malware or spyware; or (e) in any manner that in the opinion of Liquit (i) negatively affects the use or the functioning of the Software; (ii) is not in accordance with general accepted use of similar services and networks and/or applicable laws and regulations; (iii) is or may be disadvantageous, harmful, offensive, inconvenient or in any way wrongful to Liquit, other users of the Software or third parties; and/or (iv) otherwise causes annoyance or inconvenience.

Liquit may monitor and control Customer's access to and use of the Software. Liquit is entitled to suspend, limit or block access to and use of the Software at any time, particularly if Customer or any of its users violate any of the terms of this Addendum.

Fair use

Liquit provides access to the Software on the basis of 'fair use', which means that in principle Liquit does not impose any restrictions on the usage of system, storage or data communication capacity. However, Liquit monitors on a monthly basis the actual usage of system, storage or data communication capacity and compares such usage with the usages of other customers. If the monitoring reveals any usage of system, storage or data communication capacity exceeding twice the average usage by other customers who purchases the same or similar number and type of Software under similar circumstances, Liquit will notify Customer thereof and Customer shall promptly terminate such excessive usage after being notified thereof by Liquit.

Liquit is entitled to suspend, limit or block access to and use of the Software in the event of any continued excessive usage of system, storage or data communication capacity, if Customer failed to terminate the excessive usage after being notified thereof. If Customer wants to continue using the system, storage or data communication capacity in excess of twice the average usage by other customers, Liquit is entitled to charge the costs for such usage.

ADDENDUM D ? DATA PROCESSING ADDENDUM

This Addendum D ? Data Processing Addendum ("Addendum D" or "Data Processing Addendum") describes additional terms and conditions that apply to processing of personal data when Customer uses the Software as a hosted application.

1. Definitions

1.1. The terms used in this Data Processing Addendum shall have the meanings set out in the EULA. In addition to those definitions, the following terms shall have the meanings set out below:

1.2. "Customer Personal Data" means any Personal Data disclosed by Customer to Liquit and processed by Liquit on behalf and under the instructions of Customer pursuant to or in connection with Customer's use of the Software.

1.3. "EEA" means the European Economic Area.

1.4. "EU Data Protection Laws" means the GDPR and any applicable laws of a Member State implementing or supplementing this regulation;

1.5. "GDPR" means EU General Data Protection Regulation 2016/679.

1.6. "Subprocessor" means any third party appointed by or on behalf of Liquit to Process Customer Personal Data.

2. Processing of Customer Personal Data

2.1. This Data Processing Addendum applies to Liquit's Processing of Customer Personal Data in the course of Customer's use of the Software as a hosted application. As such, Liquit is the Processor and Customer is the Controller.

2.2. Liquit will only Process Customer Personal Data in accordance with Customer's documented instructions unless Processing is required by EU Data Protection Laws to which Liquit is subject, in which case Liquit will, to the extent permitted by EU Data Protection Laws, inform Customer of that legal requirement before Processing the Customer Personal Data.

2.3. Customer hereby (i) instructs Liquit and (and authorizes Liquit to instruct each Subprocessor) to Process Customer Personal Data, as reasonably necessary for the use of the Software as a hosted application; and (ii) represents and warrants that (a) it is and will at all relevant times remain authorized to give such instructions, and (b) all such instructions comply with EU Data Protection Laws.

2.4. Liquit will promptly notify Customer if, in Liquit's reasonable opinion, any instructions violate EU Data Protection Laws.

2.5. More information regarding Liquit's Processing of Customer Personal Data as required by Article 28(3) of the GDPR is available at the Data Protection Information page on the Liquit website.

3. Liquit Personnel

3.1. Liquit will ensure that any employee or contractor who may have access to Customer Personal Data is subject to confidentiality undertakings in respect of Customer Personal Data.

4. Subprocessing

4.1. Customer hereby acknowledges the engagement of the subcontractors as listed on the Data Protection Information page on the Liquit website as Subprocessors (and permit each Subprocessor as listed on the Data Protection Information page on the Liquit website to appoint) Subprocessors in accordance with this Clause 4.

4.2. Liquit will post a notice of the engagement of any new Subprocessor, including details of the Processing to be undertaken by the Subprocessor, on the Data Protection Information page on the Liquit website. Provided that Customer subscribes to notifications from Liquit, Customer will receive a notification of such posting. If, within 10 business days of receiving the notification, Customer notifies Liquit in writing of any reasonable objections to the proposed appointment, Liquit will not appoint (or disclose any of Customer's Personal Data to) that proposed Subprocessor until reasonable steps have been taken to address the objections raised by Customer and Customer has been provided with a reasonable written explanation of the steps taken.

4.3. With respect to each Subprocessor, Liquit will ensure that the arrangement between Liquit and the Subprocessor is governed by a written contract including terms offering at least the same level of protection for Customer Personal Data as those set out in this Data Processing Addendum and meet the requirements of article 28(3) of the GDPR.

4.4. Liquit will remain responsible for its compliance with its obligations under this Data Processing Addendum and for any acts or omissions of any Subprocessor that cause Liquit to breach any of its obligations under this Data Processing Addendum or EU Data Protection Laws.

5. Security

5.1. Liquit will not store or Process any data on its own systems. All Customer Personal Data will be Processed on the servers of the Hosting Services Provider.

5.2. Liquit shall refrain from transmitting Customer Personal Data to third parties (except for Subprocessors), unless Customer has given its prior written consent to this end.

5.3. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Hosting Services Provider as a Subprocessor implemented appropriate technical and organizational measures in respect of Customer Personal Data to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

5.4. The relevant technical and organizational measures of the Hosting Services Provider can be found on the Data Protection Information page on the Liquit website.

6. Data Subject Rights

6.1. When using the Software as a hosted application Customer may, either acting as a Data Controller or requests from Data Subjects, retrieve, correct, delete or restrict Customer Personal Data.

6.2. Liquit will (i) without undue delay notify Customer if it receives a request from a Data Subject or a competent authority relating to the (Processing of the) Personal Data or a third-party complaint or request under any Data Protection Law in respect of Customer Personal Data; (ii) not respond to that request or complaint except as required by EU Data Protection Laws to which Liquit is subject, in which case Liquit will, to the extent permitted by EU Data Protection Laws, inform Customer of that legal requirement before Liquit responds to the request, and (iii) provide all reasonable assistance to Customer in order to enable Customer to meet and respond to requests and complaints under any Data Protection Law in respect of Customer Personal Data.

7. Personal Data Breach

7.1. Liquit will notify Customer without undue delay upon becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2. Such notification will, to the extent available, (i) describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned; (ii) include the name and contact details of Liquit's data protection officer or other relevant contact from whom more information may be obtained; (iii) describe the likely consequences of the Personal Data Breach; and (iv) describe the measures taken or proposed to be taken to address the Personal Data Breach.

7.3. Liquit will cooperate with Customer and take such reasonable commercial steps as requested by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Cooperation obligations of Liquit

8.1. Liquit will cooperate with and assist Customer, in order to enable Customer to meet its obligations pursuant to EU Data Protection Laws, including but not limited to the implementation of data protection impact assessments and prior consultations with Supervisory Authorities or other competent authorities, which Customer reasonably considers to be required pursuant to Article 35 or 36 of the GDPR, taking into account the nature of the Processing.

8.2. Liquit will immediately inform Customer in writing if it is (reasonably expected) that Liquit will fail in the performance of one or more obligations under this Data Processing Addendum.

9. Deletion of Customer Personal Data

9.1. As Customer Personal Data are only required for and during the operation of the Software as a hosted application, all Customer Personal Data will upon expiration or termination of Customer's use of the Software as a hosted application be permanently deleted.

10. Audits

10.1. Liquit will make available to Customer on request all information reasonably necessary to demonstrate compliance with EU Data Protection Laws, and shall allow for and contribute to audits, including inspections, by Customer or an auditor mandated by Customer in relation to the Processing of the Customer Personal Data by Liquit.

10.2. The costs of an audit are for the account of Customer. Liquit will immediately inform Customer if, in its opinion, an instruction (possibly) infringes with EU Data Protection Laws.

11. Transfers

11.1. The parties agree and acknowledge that Liquit will not transfer Customer Personal Data to a location outside of the European Union (EU). Liquit stores all Customer Personal Data in the EU in a data centre of its hosting services provider located in the EU.

12. General

12.1. This Data Processing Addendum remains in effect until termination or expiration of the EULA.

12.2. The liability and indemnity obligations of each Party under this Data Processing Addendum are subject to the exclusions and limitations of liability set out in the EULA.