Sentinel License Terms and Conditions

SENTINEL LICENSE TERMS AND CONDITIONS

This Sentinel License Terms and Conditions (“Terms”) are between the SafeNet entity (“Gemalto”) and the Licensee (“Licensee”), each identified in the Sentinel Agreement. This Agreement is intended to govern the use of the products and services specifically selected for purchase by Licensee on the Software and Services Description Cover Page. The use of any Licensed Software, as described herein, is further subject to the applicable End User License Agreement.

AGREEMENT

In consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby covenant and agree as follows:

1. Definitions The following terms shall have the meanings provided below:

“Agreement” means the Sentinel Agreement and any Addendums incorporated therein, the Cover Page, these Terms, Documentation, and any applicable End User License Agreement(s), collectively.

“Affiliates” means any legally independent corporation or non-corporate entity which controls, is controlled by, or is under common control with a party hereto subject to a common management or another dependent relation among each other (group relationship). “Control” means ownership, or directly or indirectly control, of at least fifty percent (50%) of the voting stock of the other corporation (majority shareholding) or, in the absence of the ownership of at least fifty percent (50%) of the voting stock of a corporation or in the case of a non-corporate entity, possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation or non-corporate entity (control relationship), asapplicable.

“Annual Fee” means the fee for the Sentinel Services and/or the Licensed Software. The applicable Committed Annual Fee is set forth on the Cover Page and is calculated pursuant to Section 4.3 (Annual Revenue Range), below. Any additional fees shall be separately indicated on the Cover Page.

“Annual Revenue” means revenue, including that of Licensee’s Affiliates, relating to the Licensee Application, including associated maintenance and support (“Revenue”), for the relevant 12-month period, per the financial statement of Licensee. Such financial statement must be based on generally accepted accounting principles in Licensee’s jurisdiction. Licensee’s reported Annual Revenue is subject to audit pursuant to Section 11.12.

“Confidential Information” means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, but not limited to, the terms of the Agreement (including pricing and other terms reflected in all order forms thereunder), the Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that, without breach of any obligation owed to the Disclosing Party: (1) is or becomes generally known to the public; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (3) was independently developed by the Receiving Party; or (4) is received from a third party.

“Software and Services Description Cover Page” or “Cover Page” means Exhibit A to the Sentinel Agreement, containing Licensee’s product and service selections. The products and services provided by Gemalto to Licensee are limited to those specifically selected on the Cover Page.

“Distributors” means dealers, distributors and/or resellers authorized by Licensee, in accordance with the Agreement, to distribute the Licensee Application to End Users.

“Documentation” means materials describing the use and/or functionality of the products and services, provided by Gemalto in any form. Documentation includes product user manuals, reference manuals, installation guides, on-line help and other associated materials provided by Gemalto. Documentation may be modified from time to time by Gemalto, including modifications posted on Gemalto’s website

“End User” means an individual third party end user granted access to the Licensee Application, directly by Licensee or indirectly by its Distributors, for internal use. End Users shall have no right to further sublicense the Licensed Software or resell the Services.

“Gemalto Property” means all trade secrets, know-how, copyrights, trademarks, patents and patent applications, or other intellectual property owned by Gemalto or any of its subsidiaries or Affiliates.

“Licensed Meter Keys” means the hardware device, if applicable, that allows access to the Licensed Software.

“Licensed Software” means Gemalto’s proprietary software, identified on the Cover Page.

“Licensee Application” means Licensee’s software programs, as listed on the Cover Page, which is managed, entitled, or protected by the Licensed Software and/or Services and offered directly by Licensee, or indirectly by its Distributors, to End Users as a stand- alone application or as part of a larger system.

“Licensee Representative” means any agents or individuals designated by Licensee as authorized to create End User accounts, administer Licensee’s use of Licensee’s Application or any Services, or otherwise represent Licensee with respect to the Licensed

Software and/or Services. For the avoidance of doubt, Licensee shall bear full responsibility for the actions of any Licensee Representative and Licensee is responsible for ensuring that it’s Licensee Representative adhere to the Agreement.

“License Term” shall have the meaning set forth on the Cover Page of the Agreement.

“Invoice Date” means when payment is due for Licensed Software and/or Services.

“Personal Data” has the meaning set forth in the DPT.

“Premium Technical Support” means additional support purchased by Licensee pursuant to Section 5.7, as further described in the Premium Technical Support Service Addendum, if applicable.

“Premium Technical Service Period” means the period of time Licensee has elected to receive Premium Technical Support, as specified on the Cover Page.

“Premium Technical Support Service Allotment” means the number of Premium Technical Support hours purchased by Licensee, as specified on the Cover Page.

“Professional Services” means consulting, implementation, integration, training, and other professional services, if any, purchased by Licensee and defined in and governed by separate agreement or statement of work between the parties.

“Services” or “Sentinel Services” means the Sentinel Services, provided by Gemalto in accordance with these Terms and the applicable Service Addendum. Services are further described in the Documentation applicable to such offering.

“Service Term” shall have the meaning set forth on the Cover Page of the Agreement.

“Subscription” means the business model whereby Licensee pays an annual fee for use of the Licensed Software and/or Services during the License Term or Service Term, as applicable.

“Technical Support” means the services provided by Gemalto related to the resolution of technical issues.

“Update” means a minor version release indicated by a subnumber appearing to the right of an initial decimal (i.e., 1.1 or 1.1.1).

“Upgrade” means a new version of the Licensed Software containing additional features and functionality. An Upgrade is indicated by a new version number, appearing to the left of a decimal point (i.e. 2.0).

“Unreasonable Behavior” means (1) behavior or language that may cause a Gemalto employee, contractor, third party provider, or supplier to feel afraid, intimidated, threatened or abused, e.g. the use of language that could be described as foul, offensive, inappropriate and/or racist, threats or physical violence, derogatory remarks, rudeness, harassment, inflammatory statements and unsubstantiated allegations; and (2) unreasonably persistent individual(s) who, because of the frequency or nature of their contact, place a strain on time and resources, e.g. pursuing complaints in inappropriate ways, pursuing issues which appear to have no substance or are outside of Gemalto remit, or which have already been investigated and the outcome determined.

2. Grant of Rights; Restrictions; Service Use

2.1 Internal Use License. Subject to the Agreement, Gemalto grants to Licensee a non-exclusive, non-transferable, limited right and license during the License Term, to use Licensed Software for the following purposes, only: (i) Licensee’s integration of the Licensed Software with the Licensee Application; (ii) to use the Licensed Meter Key, if applicable, to access the license key generation capability of the Licensed Software to issue license keys to End Users; (iii) Licensee’s marketing and support of the Licensed Software to End Users, solely as part the Licensee Application; and (iv) to the extent the Licensed Software is computer software, Licensee shall have the right to reproduce copies of such software only for the foregoing purposes. Licensee agrees to use all commercially and legally reasonable efforts to incorporate Licensed Software in the Licensee Application in a way that prevents third parties from extracting and using Licensed Software as a stand-alone product.

2.2 License to Distribute. Subject to the Agreement, Gemalto grants to Licensee a non-exclusive, non-transferable, limited right and license during the License Term to: (i) market, promote and distribute the Licensed Software, bundled with the Licensee Application, to End Users; (ii) grant Distributors a non-exclusive, non-transferable right to market, promote and distribute the Licensed Software, bundled with the Licensee Application, to End Users; and (iii) grant End Users a non-exclusive, non-transferable right to use the Licensed Software solely bundled with the Licensee Application, solely for such End Users internal business purposes.

2.3 Right to Use Trademarks.

2.3.1 Licensee agrees to include in Licensee's documentation a conspicuous statement acknowledging Gemalto’s copyright in the following form, as appropriate:

The license management portion of this Licensee Application is based upon one or more of the following copyrights:

2.3.2 If the Licensee Application displays any copyright notices, then such Licensee Application shall also display a copyright notice in favor of Gemalto, among the other notices.

2.3.3 Licensee shall conspicuously include in Licensee's documentation the following statement:

Sentinel® is a registered trademark of SafeNet, Inc.

2.3.4 All copies of Licensed Software that Licensee makes shall bear all copyright notices as the original.

2.4 Licensee acknowledges and agrees that Licensee shall be responsible for preparation of the Licensee Application for use with the Services.

2.5 Licensee agrees to provide to Gemalto, in writing, billing and contact information as Gemalto may reasonably require, including Licensee’s legal company name, street address, email address, name and telephone number of an authorized billing contact, and each Licensee Representative name. If there is any change, Licensee agrees to update this information promptly by means of notice to the appropriate Gemalto regional customer service department, and in any case within fifteen (15) days.

2.6 With respect to the Services, Licensee is responsible for all activities that occur under Licensee accounts. Licensee is responsible for maintaining the security and confidentiality of all Licensee Representative and End User usernames and passwords. Licensee agrees to notify Gemalto immediately of any unauthorized use of any Service username or password or account or any other known or suspected breach of security.

2.7 Gemalto reserves the right to access any Service instance as necessary to provide the Service. Additionally, Gemalto may collect and use anonymized transaction and system data (excluding Personal Data) regarding use of the Licensed Software and/or Services and the functioning of the Services and/or Solution (as defined in the DPT), in order to: (a) enhance and/or deliver the Licensed Software and/or Services; (b) provide Licensee the option of upgrades, new offerings, and enhancements to the Licensed Software and/or Services; (c) assess the functioning of the Licensed Software and/or Services for troubleshooting; and (d) use such data for any other purpose reasonably deemed necessary by Gemalto. Such anonymized data will be the sole property of Gemalto, its Affiliates and/or its suppliers, provided, however, nothing in this Section is intended to grant Gemalto ownership of Licensee’s Confidential Information or any non-anonymized data regarding Licensee, its Affiliates, or its End Users. Licensee hereby consents to such collection and use activities and extension of offers from Gemalto for Service upgrades, new offering and enhancements.

2.8 Restrictions and Prohibited Activities.

2.8.1 Licensee and its Distributors shall not: (i) license or distribute the Licensed Software as an independent or stand-alone product; (ii) bundle the Licensed Software with any products other than the Licensee Application identified on the Cover Page; (iii) assign, lease, encumber, or authorize a security interest be taken in or a lien be placed on the Licensed Software or (iv) otherwise distribute, publish or publicly display the Licensed Software, except as expressly authorized, herein, nor shall Licensee or its Distributors take any action that would cause the Licensed Software to be placed in the public domain.

2.8.2 In addition to the restrictions described above, Licensee and its Distributors further agree not to: (i) build a competitive product or service; (ii) make or have made a product using similar ideas, features, functions or graphics of the Licensed Software and/or Services; (iii) modify or create derivative works based upon the Licensed Software and/or Services or other Gemalto Property, or otherwise reproduce same(except as permitted by law or expressly authorized in the Agreement or the applicable Service Addendum), (iv) copy any features, functions or graphics of the Licensed Software and/or Services; (v) port or grant third parties the right to use, frame or link to the Licensed Software and/or Services; (vi) use the Licensed Software and/or Services to store or process data for the benefit of any unauthorized person or third party; (vii) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or in any way attempt to reconstruct or discover any source code or algorithms of the Licensed Software and/or Services, the underlying components, or other Gemalto technology; (viii) frame or mirror the Services; or (ix) assist or enable a third party to engage in any of the foregoing activities. Use, resale, or exploitation of the Licensed Software and/or Services or other Gemalto Property, except as expressly permitted in the Agreement or the applicable Service Addendums, is prohibited.

2.8.3 Where source code has been supplied by Gemalto (i.e. for Sentinel Fit), Licensee and its Distributors further agree: (i) not to modify the source code for use with licenses not generated by the applicable APIs (with or without the underlying Licensed Software), or distribute the source code to any party unless prior written approval from Gemalto has been granted; and (ii) as partial, material consideration for the rights granted to Licensee under the Agreement, Licensee and its Affiliates covenant not to assert any claims against Gemalto or any of its Affiliates, officers, directors, employees, agents, licensees, resellers or distributors alleging intellectual property infringement based on inventions or intellectual property embodied in any derivative works Licensee develops using the Licensed Software and/or Services.

2.8.4 Licensee shall not remove any copyright notices, trademarks or other proprietary, restrictive or confidential legends and shall advise its Distributors and End Users, in writing, of this prohibition. Any proprietary mark on an original version of the Licensed Software shall be duplicated on any authorized copies.

2.8.5 With respect to the Services, Licensee further agrees to abide by the Sentinel Services Acceptable Use Policy located at: https://supportportal.gemalto.com/csm/?id=kb_article&sys_id=6f314231dbb19b40d298728dae9619fb, as may be amended by Gemalto from time to time.

3. Proprietary Rights

3.1 Gemalto Ownership. Gemalto, and its third party providers and/or licensors, if any, reserve all rights not expressly granted to Licensee in the Agreement, including any license and worldwide rights in or to any copyrights, patents, trade secrets, trademarks or any other intellectual property interest. The Agreement, including any Addendum, grants no ownership rights to Licensee. Gemalto and its suppliers retain all rights in the Licensed Software and/or Services and Gemalto Properties, as well as any improvements thereto. The Gemalto name, the Gemalto logo, and the product names associated with the Licensed Software and/or Services are trademarks of Gemalto, and they may not be used without Gemalto’s prior written consent or as otherwise expressly indicated in the Agreement. Gemalto shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Licensed Software and/or Services any suggestions, enhancement requests, recommendations or other feedback provided by Licensee, Licensee’s Representatives, or its End Users relating to the operation of the Service. Licensee hereby disclaims any ownership interest in any improvement and shall require, in writing, its Distributors, Licensee Representatives and End Users to disclaim any interest therein, as well.

3.2 Discontinuation and/or Changes to the Licensed Software. Gemalto may, in its sole discretion: (i) change, modify or discontinue, any component of the Licensed Software upon notice to the Licensee, without liability to Licensee; (ii) substitute any third party component of the Licensed Software with another product; and (iii) adopt any new features or functionality suggested by Licensee, its Distributors, Licensee Representatives, or End Users, without any liability to these parties.

4. Delivery and Payment of Fees

4.1 Delivery. Gemalto shall deliver the Licensed Software and the Licensed Meter Key(s), if applicable, to Licensee within 10 business days after Licensee accepts of the Agreement.

4.2. Fees. Licensee shall pay Gemalto all fees indicated on the Cover Page.

4.3 Annual Revenue Range. If Licensee’s, including any Licensee Affiliate’s, actual Revenue exceeds the Committed Annual Revenue Range listed in the Cover Page, unless a different scheme for true-ups is provided in the Additional Terms and Fees section of the Cover Page, Licensee shall, as soon as practicable, but no later than 90 days after the end of the annual term, pay the difference between the fee based on the Committed Annual Revenue Range and the fee based on the Annual Revenue Range applicable to Licensee’s Actual Revenue (“Actual Fee”), plus 20% of the delta between the two. If the Actual Revenue exceeds the highest Annual Revenue Range tier listed on the Cover Page, the Actual Fee is calculated as follows: the Committed Annual Fee of the highest Committed Annual Revenue Range tier listed on the Cover Page, divided by the upper threshold of the highest Committed Annual Revenue Range tier listed on the Cover Page, multiplied by the actual Revenue. Licensee shall inform Gemalto in writing no later than 90 days after each annual term: a) whether Licensee’s actual Revenue for the previous annual term falls within the pre-agreed Committed Annual Revenue Range, or b) what higher Annual Revenue Range the actual Revenue shall fall into. If requested by Gemalto, on annual basis Licensee agrees to sign a Certification of Annual Revenue Letter Agreement, in the form provided by Gemalto, thereby certifying its reported Annual Revenue. If Licensee’s actual Annual Revenue falls below the Committed Annual Revenue Range, Licensee shall still pay the Committed Annual Fee.

4.4 Payment Terms. Payment terms are NET thirty (30) days from the Invoice Date. Licensee shall pay any shipment fees for Licensed Software. Payments shall be made to Gemalto without any deductions, including deductions for taxes, imports, customs, levies, losses, costs, bad debts, discounts, credits, refunds, rebates, judgments, withholding or similar tax, or any other changes incurred by Licensee.

4.5 Taxes. Licensee shall be responsible for, and shall pay or reimburse Gemalto for, all Taxes “Taxes” means all present and future taxes, federal goods and services tax, sales and use or excise taxes, value added taxes, duties, import deposits, assessments, and other governmental charges (including any related penalties and interest), however designated that are now or hereafter imposed by or under any governmental authority or agency. Licensee shall not be liable for any federal, provincial, municipal or other governmental taxes on income, now or hereafter imposed on the storage, sale, transportation, import or export of the products, including the Licensed Software. Licensee assumes responsibility to timely remit all Tax payments to the appropriate governmental authority in each respective jurisdiction. All prices mentioned in connection with the Agreement are exclusive of taxes. For tax purposes, all taxes applied on an invoice are based on the “ship-to location” regardless if anything was shipped. Licensee shall be responsible for informing Licensee of any changes in the primary use or location of the software and maintenance. If Licensee provides a valid resale certificate for Tax imposed by an applicable taxing authority, then Gemalto agrees not to invoice or pay any such Tax unless and until the applicable taxing authority assesses such Tax, at which time Gemalto shall begin taxing the invoice and Licensee agrees to pay any such Tax that is legally owed. In the event of an audit Licensee and Gemalto agree to cooperate to minimize, wherever possible and appropriate, any applicable Taxes, and provide reasonable notice and cooperation in connection with any audit. Each party shall bear its own expenses with respect to any such audit. Licensee will reimburse Gemalto for any additional Taxes determined due by the taxing authority.

4.6 Late Fees and Suspension of Services. Gemalto reserves the right to charge a late fee of up to one and one-half percent (1.5%) per month (or, the maximum rate allowable by law) on any balance remaining unpaid for more than thirty (30) days from the Invoice Date. If any amount owed by Licensee is thirty (30) days or more overdue, at its option and without limiting its other rights hereunder, until Gemalto receives payment of all amounts due, Gemalto may do the following: For Licensed Software, Gemalto may either (i) put on hold future shipments of Licensed Software, or if Licensee is authorized to manufacture copies of the Licensed Software, revoke Licensee’s license rights hereunder; and/or (ii) withhold Maintenance Services. For Services, Gemalto may suspend the Service, provided Gemalto has given Licensee ten (10) or more days’ prior notice that its account is overdue; Licensee will be charged all applicable fees during any period of suspension.

5. Maintenance Services and Technical Support

5.1 Maintenance Fees. Maintenance fees, if any, are specified on the Cover Page and are payable on the Invoice Date(s) indicated on the Cover Page, and payable on each successive anniversary of the Invoice Date(s), unless otherwise terminated pursuant to these Terms. If Licensee is obtaining the Licensed Software and/or Services on a Subscription basis, standard Maintenance Services, including and Updates and Upgrades, as set forth herein, are included in the Annual Fee. Maintenance Services are available to the Licensee only, not to its Distributors or End Users.

5.2 Standard Maintenance Services. Upon payment of all applicable fees, Gemalto shall provide Licensee (but not its Distributors or End Users) Maintenance Services and Technical Support for the initial version of the Licensed Software and any subsequent Upgrade, as follows: (i) for RMS and Sentinel Cloud Licensing – seven (7) years of client services support and five (5) years of engineering support, to run concurrently; and (ii) for EMS – four (4) years of client services support and two (2) years of engineering support, to run concurrently (“Maintenance Services”).

5.2.1 If Licensee has purchased additional Maintenance Services outside of a then-current Subscription, the initial maintenance term shall commence on the Effective Date of the Agreement and shall continue until its first anniversary (“Initial Maintenance Term”). Following the expiration of the Initial Maintenance Term, and upon payment of the applicable renewal fees, Gemalto shall continue to provide Maintenance Services to Licensee for successive and automatically renewing one (1) year periods (“Renewal Maintenance Term”), unless either party provides the other party with three (3) months written notice of its intention to terminate the Maintenance Services.

5.2.3 24x7 Technical Support for Licensed Software will only be provided if purchased separately, as indicated on the Cover Page. Should the Licensee have any queries on the support, it shall contact Gemalto via the support portal (https://supportportal.gemalto.com) or via phone (click on “Contact Us”).

5.3 24x7 Technical Support for Sentinel Services. If Licensee has purchased Sentinel Services, in addition to the Standard Maintenance Service set forth in Section 5.2, such Sentinel Services include 24x7 Technical Support from Gemalto’s Client Services and Software Monetization Service Operations (“SMSO”) teams for Licensee’s service-related issues with its production environment.

5.4 Licensee must provide Gemalto with such information as is reasonably required to understand and reproduce any alleged defect for which Maintenance Services are requested. If such information provided by Licensee is incorrect or incomplete, Licensee hereby acknowledges that Gemalto may be unable to assist in resolving any such alleged defect. Gemalto may only be able to provide Maintenance Services for errors that can be reliably reproduced. If, in order to provide Maintenance Services, Gemalto requires either (i) remote access to Licensee’s, or its End User’s affected system and/or data, as applicable; or (ii) access to data in any Service instance, Gemalto will request Licensee’s permission in advance of accessing same. Provided, however, if Licensee fails to provide Gemalto with such permission, Licensee hereby acknowledges that Gemalto may be unable to assist in resolving any alleged defect for which Maintenance Services are requested.

5.5 With respect to the Services, Upgrades shall be administered by Gemalto automatically. Licensee will be notified via email at least 24 hours prior to any Upgrade (“Upgrade Notice”). The Upgrade Notice will also include the applicable maintenance window. If Licensee wishes to opt out of any Upgrade, Licensee must contact Gemalto prior to the scheduled maintenance window. If Licensee declines to upgrade to the current Service version within 6 months of receipt of the Upgrade Notice, Gemalto may be unable to meet the applicable Service Level Agreement and Gemalto will not be liable for any service level credits.

Additional information regarding Updates or Upgrades designed for use with Standard Configurations are available at: https://supportportal.gemalto.com/csm/?id=sentinel.

5.6 Regional support details are as follows:

5.6.1 The following applies to Licensees located in North America: If Licensee is obtaining the Licensed Software on a Subscription basis, Gemalto will provide Email, Phone and Internet based support from 8:00 AM Eastern Standard Time (“EST”) to 7:00 PM EST, Monday through Friday (excluding Gemalto observed holidays) (“Regional Business Hours”).

5.6.2 The following applies to Licensees located in the Europe, Middle East, and Africa region: If Licensee is obtaining the Licensed Software on a Subscription basis, Gemalto will provide Email, Phone and Internet based support from 8:00 AM Greenwich Mean Time (“GMT”) to 4:00 PM GMT, Monday through Friday (excluding Gemalto observed holidays) (“Regional Business Hours”).

5.6.3 The following applies to Licensees located in the Asian Pacific region: Gemalto will provide local language (only for Chinese, Japanese, Korean) support during local business hours in China, Japan and Korea. For all other APAC countries, Gemalto mainly provides support during India business hours, in English.

5.7 If Premium Technical Support is selected on the Cover Page, Gemalto will provide Licensee (but not its Distributors or End Users) with additional technical support within the scope set forth on the Cover Page and in the Premium Technical Support Service Addendum, if applicable.

5.8 There will be an additional charge for non-standard configurations requested by and designed for Licensee’s use under such additional terms and conditions as agreed upon by the parties.

5.9 Distributor and End User Support. Licensee is responsible for providing Technical Support to its Distributors and End Users, and the timely delivery of any Updates or Upgrades to these parties. Licensee’s Support obligations include (but are not limited to) technical assistance with the installation, operation, and maintenance of the Licensed Software bundled with the Licensee Application, and any bug fixes or user training. In the event a Distributor or End User contacts Gemalto directly for Support, Gemalto may, at its option, either decline to assist the party requesting assistance and re-direct that party to the Licensee, or provide the Support at Gemalto’s current hourly rates and bill Licensee for such support services.

5.10 Technical Support and Maintenance Exclusions.

5.10.1 Unless otherwise specified in the Agreement or applicable Addendum(s), the Maintenance Services and/or Technical Support, including any Premium Technical Support and RMS Porting Services, do NOT include any of the following: (i) coding or development work and (ii) travel or other expenses. Unless otherwise agreed in writing by the parties, Licensee shall reimburse Gemalto for all reasonable expenses incurred in the performance of any Professional Services including, but not limited to, travel and living expenses. The Licensee shall also reimburse Gemalto for any other expenses incurred at the request of Licensee, as well as additional amounts related to the performance of Professional Services outside normal business hours or consecutive days.

5.10.1 If Licensee receives 24x7 Technical Support for Sentinel Services or purchases 24x7 Technical Support for Licensed Software, such 24x7 support shall not apply to any other services, products or other offerings - including, but not limited to: (i) any custom development or products provided under a separate Statement of Work or other agreement; and/or (ii) any Updates or Upgrades or other maintenance provided in support of such offerings.

5.11 Unreasonable Behavior Policy

Gemalto has a zero tolerance approach to Unreasonable Behavior. If a Licensee, Licensees Representative, Distributor, or an End User demonstrates Unreasonable Behavior when requesting or receiving Customer Service or Technical Support, Gemalto personnel will follow the policy contained in this Section to manage such behavior. If Unreasonable Behavior is displayed at any time, Gemalto will contact the Licensee either by phone, in writing or by email to explain why this behavior is causing concern, and ask them to change this behavior (“Unreasonable Behavior Warning”). If the disruptive behavior continues after the initial Unreasonable Behavior Warning, Gemalto may, in its sole discretion, suspend or terminate Customer Services or Technical Support and/or terminate the Agreement for cause. Any suspension and/or termination pursuant to this Section will not result in a refund of any fees paid by Licensee.

6. Warranties

6.1 Each party represents and warrants that it has the legal power and authority to enter into the Agreement.

6.2 Warranties by Licensee. Licensee represents and warrants, as follows:

6.2.1 Licensee has not falsely identified itself or provided any false information to gain access to the Licensed Software and/or Services and Licensee’s billing information is correct.

6.2.2 Licensee will not to use, or authorize any third party to use, any open source software in connection with the Licensed Software and/or Services in any manner that requires any Gemalto Properties, the Licensed Software, or Services be: (i) disclosed or distributed in source code form; (ii) made available free of charge to recipients; or (iii) modifiable without restriction by recipients, pursuant to the license applicable to such open source software.

6.2.3 Licensee owns either title to the other products and technology bundled with the Licensed Software or is authorized by their respective owners to license and distribute the Licensee Application in the manner contemplated by the Agreement.

6.2.4 With respect to the Services, Licensee, as the data provider, has provided, if required, all appropriate notices to the data subjects and has obtained all appropriate consents to transfer the data to Gemalto and allow its processing according to the terms and conditions of the applicable Data Processing Terms and the Agreement. To the extent required, Licensee, as a data provider, agrees to provide all appropriate notices to the data subjects and has obtained all appropriate consents to transfer the data to Gemalto and allow its processing according to the terms and conditions of the Data Processing Terms and the applicable Data Processing Form included in the applicable Service Addendum.

6.2.5 Licensee will not provide any warranties or representation on behalf of Gemalto that would entitle Distributor, End User or third party to assert any rights or demand any remedies from Gemalto regarding its use of or interest in the Licensee Application.

6.2.6 Licensee shall promptly notify Gemalto of any instance in which any of the foregoing representations and warranties are no longer valid and Gemalto shall have the option of terminating the Agreement in accordance with Section 8.

6.3 Warranties by Gemalto. Gemalto represents and warrants, as follows:

6.3.1 Gemalto warrants that the Services will perform in all material respects as described in the Documentation.

6.3.2 Gemalto is a corporate body duly organized and in good standing under the laws of its country of incorporation with full corporate power and authority to conduct its business in the manner contemplated by the Agreement.

6.3.3 Gemalto has sufficient right, title and interest in the Licensed Software or has been authorized by the third party owners of any embedded components to provide it to Licensee in the manner contemplated by the Agreement. Licensee’s sole and exclusive remedy for any breach of this warranty is described in Section 10.

6.3.4 Licensed Software will, for thirty (30) days from the delivery date, free from defects in material and workmanship. Licensee’s sole and exclusive remedy for the breach of this warranty is to return the product, at its expense, to Gemalto and Gemalto will, at its option, repair or replace the product and return it to Licensee, at Gemalto’s expense, or, if the Licensed Software is computer software,

Gemalto may direct Licensee to return or destroy its copies of the software and will authorize either the electronic download of a substitute product or deliver to Licensee a replacement copy.

6.4 GEMALTO’S DISCLAIMER. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF TITLE, NON- INFRINGEMENT AND ANY WARRANTY OR REPRESENTATION THAT THE LICENSED SOFTWARE AND/OR SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS STATED IN THE AGREEMENT OR THE APPLICABLE SERVICE ADDENDUM, THE LICENSED SOFTWARE, SERVICES AND GEMALTO PROPERTY ARE PROVIDED TO LICENSEE ON AN “AS IS” AND “AS AVAILABLE” BASIS. GEMALTO DOES NOT WARRANT THAT THE LICENSED SOFTWARE AND/OR SERVICES SHALL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE AND/OR USE OF THE SERVICES SHALL BE UNINTERRUPTED OR THAT ANY ERRORS SHALL BE CORRECTED OR THAT THE LICENSED SOFTWARE SHALL BE COMPATIBLE WITH ANY PARTICULAR PLATFORM. GEMALTO IS NOT RESPONSIBLE FOR SOFTWARE INSTALLED OR USED BY LICENSEE OR END USERS OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET. IF ANY EXCLUSION IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ONLY THOSE INVALID EXCLUSIONS SHALL BE STRICKEN AND ALL OTHERS WILL REMAIN IN FULL FORCE AND EFFECT.

7. Confidential Information. Each party agrees to hold the Confidential Information of the other party in strict confidence and to protect it from disclosure with the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than reasonable care). Each party shall use the Confidential Information of the other party only as necessary to perform its duties and satisfy its obligations hereunder and shall limit the disclosure of the Confidential Information to employees, contractors, and third party providers, as applicable, who have a reasonable need to know, who are under a duty of confidentiality no less restrictive than the obligations set forth herein, and have executed a non-disclosure agreement with the Receiving Party. The Receiving Party agrees to promptly inform the Disclosing Party if it receives a subpoena or other legal process requiring it to release such information, and to cooperate with the Disclosing Party's legal counsel whilst Disclosing Party opposes disclosure if Disclosing Party chooses to do so. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

8. Term and Termination

8.1 Term. The Agreement shall commence on the Effective Date indicated on the Cover Page. The License Term and/or Service Term, as applicable, is specified in the Cover Page. Except as otherwise set forth in Section 5, the Agreement shall only be renewed upon mutual written agreement of the parties.

8.2 Termination by Either Party. Either party may terminate the Agreement due to a material breach by the other party. The non-breaching party must provide written notice and a description of the alleged breach and if the breach can be corrected, the non- breaching party must allow the other party thirty (30) days to cure. The Agreement will terminate at the conclusion of the cure period unless the breaching party has corrected its breach. Termination of the Agreement by the non-breaching party shall be in addition to any other legal or equitable right or remedy available to it. Either party may immediately terminate the Agreement, upon written notice to the other party, in the following circumstances: (i) a party makes an assignment for the benefit of creditors or files a voluntary petition in bankruptcy, or an involuntary petition is filed against a party and is not dismissed within sixty (60) days of its filing date; (ii) a receiver is appointed for a party; (iii) a party admits in writing to its inability to meet its debts as they become due; (iv) a party ceases to conduct business; or (v) a party is adjudged bankrupt or insolvent under the laws of any jurisdiction.

8.3 Obligations Regarding Upon Termination or Expiration. Upon the expiration or termination of the Agreement, all licenses granted hereunder shall cease and Licensee shall: (i) immediately pay all outstanding sums due to Gemalto; (ii) cease, and direct its Licensee Representatives and Distributors to cease, the reproduction, marketing and distribution of Licensed Software (except for orders placed prior to the termination date); (iii) destroy, and direct all Licensee Representatives and Distributors to destroy, all copies of the software versions of Licensed Software; and (iv) submit a list of its End Users and Distributors to Gemalto, including names, addresses and contact persons at each location.

8.4 End User Licenses Following Termination. Notwithstanding, unless Gemalto terminates the Agreement for breach, termination of the Agreement shall not affect licenses granted to End Users prior to expiration or termination of the Agreement.

9. Limitation of Liability.

9.1 THE CUMULATIVE LIABILITY OF GEMALTO (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF ITS EMPLOYEES, AFFILIATES, AGENTS AND SUB-CONTRACTORS) FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT, THE SERVICES OR THE LICENSED SOFTWARE, INCLUDING ANY RELATED MAINTENANCE AND SUPPORT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL OF ALL AMOUNTS PAID BY LICENSEE TO GEMALTO WITHIN THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM.

9.2 IN NO EVENT SHALL GEMALTO (INCLUDING GEMALTO’S EMPLOYEES, AFFILIATES, AGENTS, AND SUB- CONTRACTORS) OR ITS SUPPLIERS BE LIABLE TO LICENSEE, LICENSEE REPRESENTATIVES, ITS DISTRIBUTORS OR END USERS OR ANY OTHER THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY AND INCLUDING DAMAGES, WHETHER DIRECT OR INDIRECT, FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE

GOODS, LOST PROFITS, OR THE LIKE, EVEN IF GEMALTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES.

10. Infringement and Indemnification

10.1 Indemnification by Licensee. Indemnification by Licensee. Licensee will defend, at its expense, and indemnify Gemalto (and its Affiliates, officers, directors, employees and agents), from and against any losses, costs or damages arising from any claims alleging or arising out of (i) patent, copyright, trade secret or trademark infringement resulting from or in connection with the use, manufacture, assembly or distribution of the Licensee Application by Licensee, Licensee’s Representatives, or Distributors and its direct and indirect End Users in any country; (ii) any combination by Licensee, Licensee’s Representatives, or Distributors of the Licensee Application and/or Licensed Software or Services with one or more other applications, content, or processes infringes the intellectual property rights of or has otherwise harmed a third party; (iii) Licensee’s or its End Users’ use of the Licensee Application, Licensed Software, and/or any Service in violation of the Agreement; (iv) gross negligence, reckless or intentional acts or omissions, or fraud by Licensee, Licensee Representatives, Distributors, and/or End Users; (v) any representations and/or warranties agreed to by Licensee under the Agreement; (vi) any unauthorized warranties or representations made by Licensee, Licensee’s Representatives, or Distributors with regard to the Licensed Software and/or Services; and (vii) expenses or costs from a third party subpoena or compulsory legal order or process that seeks Licensee-related information; provided that Gemalto will: (a) promptly give written notice of the claim to Licensee; (b) give Licensee sole control of the defense and settlement of the claim (provided that Licensee may not settle or defend any claim unless it unconditionally releases Gemalto of all liability); and (c) provide to Licensee, at Licensee’s cost, reasonable assistance.

10.2 Indemnification by Gemalto. Gemalto will defend, at its expense, and indemnify Licensee, from and against any losses, costs or damages arising from any claims filed by third parties against Licensee alleging that the Licensed Software and/or Service, as provided to Licensee, infringes a previously issued U.S., European Union or Canadian patent, trade secret, or copyright, provided that Licensee promptly notifies Gemalto, in writing, of such claim and Gemalto is given full and complete authority (including settlement authority), information and assistance by Licensee for such defense. Licensee agrees to promptly notify Gemalto of any unauthorized or potentially infringing use of the Licensed Software and/or Service and will provide all reasonable assistance, cooperation and information as may be reasonably requested by Gemalto.

10.2.1 In the event the Licensed Software and/or Service is found to infringe a third party right and its use is enjoined, or, if, in the opinion of Gemalto, the Licensed Software and/or Service is likely to become the subject of such a claim, Gemalto, at its election and expense, will either: (i) procure for Licensee the right to continue using the Licensed Software and/or Service; or (ii) modify or replace the Licensed Software and/or Service so that it becomes non-infringing while providing substantially equivalent performance. In the event that neither of the foregoing options are available using reasonable commercial efforts, in Gemalto’s sole opinion, then Gemalto may terminate the Agreement and any affected service offerings, and with respect to Licensed Software, refund amounts Licensee paid Gemalto for the Licensed Software which is subject of such claim, less its depreciated value (applying the straight line depreciation method and assuming an estimated useful life of five years); with respect to Services, refund amounts paid by Licensee for Services not yet rendered.

10.2.2 The indemnification obligation set forth in Section 10.2 shall not apply to infringement actions or claims to the extent that such actions or claims are based on or result from: (a) modifications to the Licensed Software and/or Service by a party other than Gemalto; (b) Licensee’s failure to use the most recent version of any related Gemalto software, including the Licensed Software, or to otherwise take any corrective action directed by Gemalto; or (c) the use, sale, manufacture, assembly or distribution of the Licensee Application, unless such actions or claims are based solely on use of the Licensed Software in the form provided by Gemalto.

THIS SECTION STATES LICENESEE’S SOLE AND EXCLUSIVE REMEDY AND GEMALTO’S ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.

11. General

11.1 Governing Law and Forum. The Agreement shall be governed in all respects in accordance with the table below. All disputes arising under the Agreement shall be brought exclusively in the courts in the jurisdiction set forth in the table below and Licensee hereby submits to the personal jurisdiction of such courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are expressly excluded from the Agreement.

Customer Country Gemalto Contracting Entity Governing Law and Jurisdiction United States of America SafeNet, Inc. Texas law and Federal Courts in Travis County, Texas Canada SafeNet Canada Inc. Laws of the Province of Ontario and courts in the Province of Ontario Brazil Gemalto do Brasil Laws of Brazil and courts in São Paulo, Brazil Mexico and all Latin America countries Gemalto Mexico Laws of Mexico and courts in Mexico City, Mexico Hong Kong, China and the rest of Asia SafeNet Asia Limited Laws of Hong Kong and courts in Hong Kong (except as provided below) Japan Nihon SafeNet KK Laws of Japan and courts in Tokyo, Japan India SafeNet India Private Limited Laws of India and courts in New Delhi, India

Australia, New Zealand SafeNet Australia Pty Ltd Laws of New South Wales, Australia and courts in Sydney, Australia

Austria, Germany, Switzerland SafeNet Germany GMBH Laws of Germany, German Tribunal United Kingdom SafeNet UK Ltd Laws of England, English Courts Rest of the EMEA countries SafeNet Technologies BV Laws of Netherland, Courts of Amsterdam or Laws of England, English Courts

11.2 U.S. Government Restricted Rights. Any Licensed Software delivered in the form of computer software and technical data and acquired by Licensee, Distributor or End User on behalf of the United States Government or any contractor thereof, shall be classified as “commercial computer software developed at private expense” and delivered subject to “RESTRICTED RIGHTS” as defined in 48 CFR 12.212, 2.101, DFAR 227.7202-1 through 4 Federal Acquisition Regulation (“FAR”) 52.227-19(c)(2) and the Defense Federal Acquisition Regulation (“DFAR”) 252.227-7013 to 7019, as applicable. Use, duplication or disclosure of the Licensed Software and Documentation by the U.S. Government and parties acting on its behalf is governed by and subject to the restrictions set forth in FAR 52.227-19(c)(1) and (2) or DFAR 252.227-7013 to 7019, as applicable. Gemalto provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in the Agreement or any applicable Service Addendum. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and , for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-03 (Rights In Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Gemalto to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written Service Addendum specifically conveying such rights must be included in any applicable contract or agreement.

11.3 Publicity. Gemalto and Licensee shall each have the right to publicize to any third party that the Licensed Software is a component of the Licensee Application. Except for the foregoing, neither party shall disclose the terms and conditions of the Agreement to any third party without the prior written consent of the other party, which consent may be withheld in the sole discretion of such party. Neither party shall release or publish any news release, advertising or other public announcement relating to the Agreement without the prior review and approval of the other party, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may make such disclosures as are required by its legal or accounting obligations or to any government authorities, after making reasonable efforts to consult, in advance, with the other party.

11.4 Survival. Those provisions that by their nature are intended to survive termination or expiration of the Agreement shall so survive (such as (but not limited to) the Sections 3, 7, 9, 10, 11).

11.5 No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement.

11.6 Notice. All notices and other communications required or permitted hereunder must be in writing and will be deemed to have been duly given: when delivered by hand or confirmed facsimile transmission; one (1) day after delivery by receipted overnight delivery; or three (3) days after being mailed by certified or registered mail, return receipt requested, with postage prepaid to the party at the address set forth in the Cover Page, or to such address and/or facsimile number as either party shall furnish to the other party in writing pursuant to this Section. Notices to Gemalto shall be addressed to the following: c/o General Counsel – Enterprise and Cybersecurity 9442 N Capital of Texas Hwy #100, Austin, TX 78759 Email: [email protected].

11.7 Assignment/Subcontractors. Licensee may not assign, delegate or transfer the Agreement, in whole or in part, or any of its rights or duties hereunder, including by merger (regardless of whether Licensee is the surviving entity) or acquisition, without the prior written consent of Gemalto. Any attempted assignment in violation of the Agreement is void. Notwithstanding anything the contrary herein, Gemalto may assign or transfer the Agreement, in whole or in part, to any third party without the prior written consent of Licensee. Subject to the foregoing, the Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors or permitted assigns. Gemalto may contract with third parties and suppliers to provide certain portions of the Services and/or support services thereto, and references to Gemalto necessarily include any such third parties and suppliers. Notwithstanding the foregoing, Gemalto remains solely responsible for all services provided hereunder and for all acts and omissions as though Gemalto acted itself.

11.8 Waiver. No waiver of any of the provisions of the Agreement shall constitute a waiver of any other provision of the Agreement, nor shall such waiver constitute a continuing waiver. The failure of either party to enforce at any time any of the provisions of the Agreement, or the failure of either party to require the performance by the other party of any provisions of the Agreement, shall not be construed as a waiver of such provisions in the future, nor will it affect the ability of a party to enforce each and every provision thereafter.

11.9 Severability. If any court of competent jurisdiction holds any provision of the Agreement invalid or unenforceable, the other provisions of the Agreements will remain in full force and effect. Any provision of the Agreement held invalid or unenforceable only in part will remain in full force and effect to the extent it is not held invalid or unenforceable. The invalid or unenforceable provision shall be changed and interpreted so as to best accomplish its intent within the limits of the applicable law or court decisions.

11.10 Force Majeure. Neither party shall be in breach of the Agreement for any failure or delay in the performance of its obligations, hereunder (except for the payment of money) as a result of a Force Majeure, such as fire, explosion, acts of God, sabotage, labour conditions, war, insurrection, terrorism, government regulation or act or any other cause beyond the reasonable control of such party, provided that the affected party gives the other party prompt written notice of the delay and uses its best efforts to cure it.

11.11 Audit Rights. Licensee shall maintain accurate and complete books relating to revenues associated with the Licensee Application and shall retain this information for three (3) years following the termination of the Agreement. Copies of such books and shall be maintained at Licensee’s principal place of business. Gemalto, or an independent certified public accountant acting on its behalf, may, upon reasonable notice to Licensee and at a mutually convenient time, conduct an annual audit of such books to confirm

the accuracy of reported Annual Revenue. In the event that an audit reveals that Annual Revenue have been underreported, then Licensee shall immediately pay to Gemalto any additional fee due plus interest from the date that the payment was first due until the date on which full payment is made, at a per annum rate of twelve percent (12%). All inspections or audits of Licensee’s books and records shall be conducted at Gemalto’s expense, unless the inspection discloses an underpayment of fees by Licensee of five percent (5%) or more, in which case, Licensee shall bear the cost of the inspection or audit, including, without limitation, reasonable accountants’ and attorneys’ fees.

11.12 Licensee Reference: Both parties will work together in good faith to provide a case study on the use of the Licensed Software and Services by Licensee. Licensee agrees to be a reference site for future Gemalto clients or prospects once Gemalto’s License Software and Services are operating with a Licensee solution.

11.13 Anti-Corruption/Influence Peddling. Licensee shall always act in accordance with the national and foreign laws and regulations applicable to the prevention of risks of corruption and influence peddling and in particular French law n° 2016-1691 of 9 December 2016 relating to transparency fight against corruption and modernization of the economy ("Sapin II Law"). Whether directly or through third parties, Licensee shall not offer or promise any gift or advantage to a person, for himself or for others, with the purpose that this person abuses or because this person would have made illegitimate use of its real or supposed influence in order to obtain distinctions, jobs, contracts or any other favorable decision. Licensee shall not solicit or accept for itself any offer, promise, gift or advantage of any kind, to make illegitimate use of its influence for the purpose of making or obtaining any favorable decision. Licensee declares to have implemented a compliance program that meets the requirements of the Sapin II Law, insofar as Licensee is subject to this requirement.