Itential End User License Agreement

This End User License Agreement, including the Order Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement between Itential, Inc. (“Licensor”) and the Person identified on the Order Form as the licensee of the Software (“Licensee”).

LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY INSTALLING AND USING AND/OR ACCESSING AND USING THE SOFTWARE, LICENSEE (A) ACCEPTS THIS AGREEMENT AND AGREES THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT LICENSEE HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BE BOUND BY TO ITS TERMS.

1. Definitions

For purposes of this Agreement and in addition to any capitalized terms defined herein, the following terms have the following meanings:

“Affiliate” means any Person that controls, is under the control of, or is under common control with a party to this Agreement.

“Documentation” means user manuals, technical manuals, guides, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.

“License Fees” means the license fees, including all taxes thereon, paid or required to be paid by or on behalf of Licensee for the license granted under this Agreement.

“Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the Software, including any updated Documentation, that Licensor may provide to Licensee from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Order Form” means the ancillary document submitted by or on behalf of Licensee, and accepted by Licensor, that, among other things, details the Software, SaaS Solution, License Fees, and additional license terms that are subject to this Agreement.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“SaaS Solution” means Licensor’s proprietary software as a service (SaaS) solution which Licensee is granted a license to access and use as detailed herein and as further detailed in the applicable Order Form (and as may be modified by Maintenance Releases).

“Software” means Licensor’s proprietary software program which Licensee is granted a license to use as detailed herein and as further detailed in the applicable Order Form (and as may be modified by Maintenance Releases), and all Third-Party Materials incorporated therein.

“Term” has the meaning set forth in Section 7.

“Third Party” means any Person other than Licensee or Licensor.

2. License Grant and Scope

Subject to and conditioned upon Licensee’s compliance with all terms and conditions set forth in this Agreement and, as applicable, the Order Form, Licensor hereby grants to Licensee and its Affiliates a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to install and use the Software and, as applicable, access and use the Software via the SaaS Solution, for Licensor’s internal business purposes. This license grants Licensee the right to:

(a) As applicable, download, copy, install, access, and use the Software, but subject to any additional terms detailed in the applicable Order In addition to the foregoing, Licensee has the right to make one copy of the Software solely for archival purposes and a reasonable number of copies of the Software solely for backup purposes. All copies of the Software made by Licensee: (i) will be the exclusive property of Licensor; (ii) will be subject to the terms and conditions of this Agreement; and (iii) must include all trademark, copyright, patent and other Intellectual Property Rights notices contained in the original.

(b) Download or otherwise make copies of the Documentation as reasonably necessary for Licensee’s use such Documentation, solely in support of its licensed use of the Software in accordance All copies of the Documentation made by Licensee: (i) will be the exclusive property of Licensor; (ii) will be subject to the terms and conditions of this Agreement; and (iii) must include all trademark, copyright, patent and other Intellectual Property Rights notices contained in the original.

(c) As applicable, transfer any copy of the Software from one hardware device to another, provided that the number of hardware devices on which the Software is installed at any one time does not exceed the number permitted under the applicable Order Form.

3. Third-Party Licensed Materials

The Software includes software, content, or data, including related documentation, that are owned by Persons other than Licensor, including open source software, and that are provided to Licensee on license terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licensed Materials”). A list of all Third-Party Materials included in the Software can be found under the “Release No. > Product Notices > Open Source Notices” section of each enumerated Software release at the following URL: https://docs.itential.com/docs/itential-product- documentation. Notwithstanding the foregoing, this Agreement applies to Licensee in lieu of any end user license agreements Licensor makes available on its website, and any such end user license agreements do not apply to Licensee will not be responsible for any royalties or fees related to such Third- Party Materials that are in addition to any License Fee paid for the Software.

4. Use Restrictions

Licensee shall not, and Licensee shall take commercially reasonable efforts so that any other Person will not: (a) exceed the license and use rights regarding the Software granted and detailed in this Agreement and the Order Form; or (b) except as permitted herein, sell, sublicense, lease, assign, delegate, transfer, distribute, or encumber the Software or any Intellectual Property Rights embodied therein.

5. Support Services

During the Term, Licensor will deliver to Licensee the Support Services detailed in Exhibit A attached hereto.

6. Intellectual Property Rights.

As of the date of Licensor’s deliver of the Software, Licensor warrants that (a) it is the lawful owner or licensee of the Software and Documentation and has all rights and consents necessary to perform under this Agreement, including the right to grant the license to use the Software; and (b) it has no actual or constructive knowledge that a claim, suit, or action has been asserted against Licensor alleging that the Software misappropriates, infringes, or otherwise violates any third party intellectual property rights or privacy rights. If Licensor breaches this warranty, then Licensor will indemnify Licensee in accordance with Section 11 below.

Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto other than to use the same in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to Licensee in this Agreement. Licensee shall not, and Licensee shall take commercially reasonable measures to ensure that any other Person does not: (i) disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for, any part of the Software or adapt, modify, or prepare derivative works based on the Software; or use the Software to create any computer program or other material that performs, replicates, or utilizes the same or substantially similar functions as the Software; (ii) other than as authorized by the License granted herein, disclose the Software or its operation to third parties, or use the Software in a service bureau or time sharing environment; or (iii) alter, remove, or suppress any copyright, trademark, confidentiality, or other proprietary notices or legends placed on, embedded in, or otherwise appearing in or on the Software or tangible reports prepared using the Software; or fail to ensure that all such notices on legends appear on any related material.

7. Term and Termination

(a) This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form or until earlier terminated as set forth herein (the “Term”).

(b) Licensee may terminate this Agreement, effective upon written notice to Licensor, if Licensor, materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after Licensee provides written notice thereof.

(c) Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after Licensor provides written notice thereof.

(d) Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.

(e) Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall (i) cease using and destroy all copies of the Software and Documentation (except for copies retained for archival purposes in accordance with Licensee’s retention practices); and (ii) deliver to Licensor written certification of the No expiration or termination shall affect Licensee’s obligation to pay all undi s put ed License Fees that may have become due before such expiration or termination, or entitle Licensee to any refund, in each case except as set forth in Section 11.

8. Limited Warranties, Exclusive Remedy and Disclaimer/Warranty Disclaimer

(a) Limited Performance Warranty. During the Term, Licensor warrants to Licensee that: (i) the Software will operate materially in accordance with the Documentation; (ii) the Support Services will be delivered materially in accordance with Exhibit A; (iii) any Maintenance Releases to the Software will not adversely reduce the functionality, quality, or utility of the same; and (iv) the Software will be free of material damage and defects in materials and workmanship under normal use, viruses, trap doors, or other malicious code.

(b) Recourse. If any Software covered by the warranty set forth in Section 8(a) fails to perform in accordance with such warranty, Licensor will, subject to Licensee’s promptly notifying Licensor in writing of such failure repair or replace the Software with software that is functionally of equal or better quality, at no additional cost to Licensee.

(c) Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN Sections 6 and 8(a) OR ANY OTHER WARRANTY SET FORTH IN A SEPARATE AGREEMENT BETWEEN LICENSOR AND LICENSEE OR BETWEEN LICENSEE AND AN AUTHORIZED DISTRIBUTOR OR RESELLER OF THE SOFTWARE, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

(a) EXCEPT FOR (i) THE MISAPPROPRIATION OR UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION, (ii) INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, UNLAWFUL ACTIVITY BY A PARTY, OR (iii) SUCH LIABILITY AS CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW, IN NO EVENT WILL ONE PARTY OR ITS AFFILIATES, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OR C OSTS ( IN C L U D I N G B U T N OT L IM I T E D TO LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, OR PROCUREMENT COSTS OF SUBSTITUTE GOODS OR SERVICES) WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IF LICENSOR’S INDEMNIFICATION OBLIGATIONS ARE CONSIDERED CONSEQUENTIAL DAMAGES, THIS SECTION 9(a) SHALL NOT BAR OR LIMIT ANY INDEMNIFICATION CLAIM UNDER SECTION 11.

(b) EXCEPT FOR (i) LICENSOR’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR (ii) LICENSOR’S BREACH OF ITS CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL A P A R T Y ’S AND ITS AFFILIATES’ COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THREE (3) TIMES THE TOTAL AMOUNT PAID BY LICENSEE TO LICENSOR (OR A RESELLER) DURING THE INITIAL TERM OR, IF APPLICABLE, THE THEN-CURRENT RENEWAL TERM OF THIS AGREEMENT FOR THE SOFTWARE THAT IS THE SUBJECT OF THE CLAIM.

(c) THE LIMITATIONS SET FORTH IN Section 9(a) AND Section 9(b) SHALL APPLY EVEN IF EITHER PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL

10. Export Regulation

The Software and Documentation may be subject to US export control laws, including the US Export Administration Act and its associated Licensee shall not, directly or indirectly, export, re-export or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. Licensee shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software or Documentation available outside the continental US.

11. Indemnification

Licensor shall indemnify, defend, and hold harmless Licensee (and its Affiliates, officers, directors, and employees) from and against any and all damages, costs, losses, liabilities, or expenses (including court costs and attorneys’ fees) which Licensee may suffer or incur in connection with any claim, demand, action or other proceeding by any third party (i) arising from or relating to Licensor’s gross negligence, willful misconduct, or violation of law; or (ii) that the Software infringes, misappropriates, or otherwise violates the intellectual property rights, or other rights of any third party. The foregoing indemnification obligation shall survive expiration or termination of this Agreement.

In addition to the foregoing indemnification obligations, if an infringement claim for which Licensee is entitled to be indemnified under this Section 11 has occurred, or in Licensor’s opinion is likely to occur, Licensor shall, at Licensor’s expense, do one of the following: (a) procure for Licensee the right to continue using the Software; (b) replace with non-infringing alternates or modify the Software so that it becomes non-infringing but its functionality, quality, and utility after modification is substantially equivalent; or (c) upon Licensee’s cessation of use of the Software, refund to Licensee any prepaid fees applicable to the period after cessation. The collective obligations of Licensor pursuant to this Section 11 state the sole and exclusive liability of Licensor, and Licensee’s sole and exclusive remedy, with respect to any intellectual property infringement claim related to the Software.

12. Confidentiality and Data Security

(a) Confidentiality. All proprietary and confidential data and information of every kind, whether expressed in writing or otherwise, including information of a technical, engineering, operational, economic nature, or employee personal and private data, disclosed or revealed at any time by one party to the other (“Confidential Information”) will be received and maintained in strict confidence by the receiving party and will not be disclosed, directly or indirectly, by the receiving party to any third party, except to employee of the receiving party who have a need to know such Confidential Information to perform such party’s obligations hereunder and who have undertaken an obligation of confidentiality and limitation of use at least as restrictive as the terms Confidential Information shall not be used by the receiving party except for the performance under this Agreement. The obligations of this Section shall survive this Agreement indefinitely.

(b) Data Security. Licensor shall maintain administrative, technical, and physical safeguards to: (i) ensure the security, confidentiality, and integrity of Licensee’s Confidential Information, systems, and data to which Licensor has access or which Licensor possesses or maintains; and (ii) protect against unauthorized or accidental destruction, loss, alteration or use of, or the unauthorized access to, Licensee’s Confidential Information, systems, or data to which Licensor has access or which Licensor possesses or maintains.

13. Verification Right

As detailed herein, Licensee authorizes Licensor to verify that Licensee’s use of the Software does not exceed its permitted or licensed use as detailed in this Agreement and the applicable Order Accordingly, not more than once every six (6) months during the applicable License Term, Licensee shall self-report to Licensor its license utilization for the preceding six month period. Furthermore, not more than once every six (6) months during the applicable License Term, Licensor may deliver written notice to Licensee requesting that Licensee assist Licensor with a verification session (which may include a web meeting between Licensee and Licensor, but which will not require Licensee to grant Licensor access to any Licensee-controlled computer systems.). Licensee shall have seven (7) business days after receipt of Licensor’s notice to arrange for such verification session. If the verification process determines that Licensee’s use of the Software exceeded the authorized usage, Licensee shall pay to Licensor all amounts due for such excess use, plus interest of the lesser of 1.5% per month or the greatest amount permitted by law.

14. Miscellaneous

(a) This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Georgia without regard to its conflicts of law The U.S. federal courts and state courts sitting in the jurisdiction of Fulton County, Georgia, United States of America, shall have sole and exclusive jurisdiction over a claim or Dispute brought by Licensee or Licensor, which may arise out of or in connection with this Agreement, and both Licensee and Licensor consent to those forums. The Parties agree that The United Nations Convention on Contracts for the International Sale of Goods shall not apply hereto in any respect to this Agreement.

(b) Neither party will be responsible or liable to the other, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or equipment, loss and destruction of property or any other circumstances or causes beyond a party’s reasonable control.

(c) All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth in the introduction to this Agreement (or to such other address as may be designated by a party from time to time in accordance with this Section 13(c)).

(d) Neither party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement without the other party’s prior written consent, and such consent shall not be unreasonably withheld, conditioned or Notwithstanding the foregoing, either party may assign this Agreement on notice to the other party to any entity acquiring substantially all of the assigning party’s assets or an entity that is a surviving entity as a result of a merger or other change of control.

(e) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this

(f) This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(g) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Exhibit A

Support Services

Support Service Responsibilities

Licensor shall provide Support Services for the Software in accordance with the provisions of this Schedule. Unless otherwise stated, the Support Services are included in the License Fee and Licensor shall not assess any additional fees, costs, or charges for such Support Services.

Licensor shall use commercially reasonable efforts to:

(a) correct all failures of any Software to be available or otherwise perform in accordance with the Documentation (“Errors”), including by providing defect repair, programming corrections and remedial programming;

(b) Provide support outside business hours and on weekends as required;

(c) Provide online access to technical support bulletins and other user support information and forums, to the full extent Licensor makes such resources available to its other customers; and

(d) Respond to and Resolve Support Requests as specified

SaaS Solution Monitoring, Management, and Maintenance

As applicable, Licensor shall use commercially reasonable efforts to continuously monitor and manage the SaaS Solution to enable availability per requirements and criteria assessed by the SOC 2 Availability Trust Services Criteria.

Licensor Planned Maintenance activities shall include using commercially reasonable efforts to provide to Licensee:

(a) all updates, bug fixes, enhancements, new releases, new versions and other improvements to the SaaS Solution, that Licensor provides at no additional charge to its other similarly situated customers; and

(b) all such services and repairs as are required to maintain the SaaS Solution or are ancillary, necessary or otherwise related to Licensee’s or its personnel’ access to or use of the SaaS Solution, so that the SaaS Solution operate properly in accordance with this Agreement.

Licensor performs weekly routine maintenance to ensure the operational effectiveness of the SaaS Solution. While every effort is made to minimize the impact of these activities, Licensee may experience intermittent response and restarts of their IAP instances. Planned maintenance typically occurs each Thursday between 09:00am and 11:00am (eastern time).

On occasion, emergency maintenance is required to apply security patches or other cortical fixes. When possible, Licensee will be notified in advance of these activities.

Support Requests

Licensee shall submit its requests for Service Issues and such issues will be classified in accordance with the descriptions set forth in the chart below (each a “Support Request”). Licensee shall notify Licensor of Support Requests via the Licensor Service Desk accessible at https://itential.atlassian.net/servicedesk/, or such other means as the parties may hereafter agree to in writing.

Response Time Service Levels

Response times will be measured from the time Licensor receives a Support Request until the time Licensor has responded to. The following table summarizes the applicable response times for a production environment.

Availability & Response Times for Production Systems

Escalation

If a Resolution of a Service Issue is not proceeding as agreed and escalation is required, follow these guidelines to escalate Service Issues within Licensor:

Contacts

How to Contact Us

If you have any specific questions about this EULA, you can contact us via email or writing to us at the address below:

Send e-mail to: legal@itential.com

Send mail to our address:

Itential
Attn: Privacy Policy Inquiry
1350 Spring Street NW
Suite 500
Atlanta, GA 30309
U.S.A.

October 2024