License Terms and Conditions

ProvenRun User Agreement

Please read these terms carefully. If you buy, download or use any ProvenRun products or services, or if you sign (manually or electronically) or click to accept these terms, that means you accept and will be bound by the terms of this Agreement. These terms, together with any tables, exhibits and other documents expressly included, comprise the Agreement which applies to your use or download of all ProvenRun products and services in the absence of a separate signed (whether digitally or manually) agreement.

This Agreement is structured in three parts:

• Part 1: General Terms and Conditions
• Part 2: Product Sale and License Terms (Software and Hardware Appliances)
• Part 3: Services Terms (Professional Services, Service Packages, Maintenance & Support)

Unless expressly stated in an Order or Service Description, ProvenRun does not provide any hosted, managed, or software-as-a-service offering under this Agreement, and the Products are deployed in User-controlled environments.

1. General Terms and Conditions

1.1 User and Authority to Contract

(a) "User" means the legal entity that enters into an Order or Statement of Work accepted by ProvenRun or, where access or use occurs through Portal Access without an executed Order, the legal entity on whose behalf an individual registers for, clicks to accept, downloads, accesses, or uses the relevant Product or Service. User is responsible for compliance with this Agreement by its employees, contractors, agents, administrators, and any other persons using the Products or Services on its behalf or through credentials issued by or for User.

Where an individual signs, registers for, clicks to accept, downloads, accesses, or uses any Product or Service through Portal Access on behalf of an organization, that individual represents that they are authorized to bind that organization to this Agreement, and that organization will be the User and bound by this Agreement from the time of such action. ProvenRun may retain records of acceptance, including signature, timestamp, account identifier, corporate email domain where available, and the version of the terms presented, to evidence acceptance.

(b) Mutual capacity. Each party represents that it has the legal capacity and authority to enter into and perform this Agreement.

(c) If ProvenRun reasonably believes an individual lacked authority to bind the organization, ProvenRun may suspend the applicable Portal Access pending confirmation of authority.

(d) An Authorized Partner that purchases or uses Products or Services for its own internal business purposes is a User solely with respect to that internal use. For Products or Services ordered through an Authorized Partner for an end user, this Agreement governs use as between ProvenRun and the User, and the commercial terms between the User and the Authorized Partner, including pricing, invoicing, and payment to the Authorized Partner, are governed solely by the agreement between them.

1.2 Definitions

In this Agreement, the following capitalized terms shall have the meanings set out below:

"Agreement" has the meaning set out above;

"Appliance Software" means Software made available by ProvenRun that is designed to operate exclusively on a Hardware Appliance, as specified by the applicable SKU or Order;

"Authorized Person" means an individual whom an entity authorizes, appoints, or permits to procure, access, administer, or use Products or Services on its behalf.

"Authorized Partner" means a third party that is authorized by ProvenRun to procure Products and Services for onward resale (directly or indirectly) to a User, including an authorized reseller, distributor or marketplace seller (as applicable), in each case with a valid entitlement to place Orders under this Agreement;

"Confidential Information" has the meaning set out in Section 1.11 of Part 1 of this Agreement;

"Console" means the interface through which certain features of the Software may be accessed and configured;

"Customer Data" means data, content, and other information made available by or on behalf of User to ProvenRun in connection with the Products or Services, excluding Diagnostic Data, Feedback, and ProvenRun Materials;

"Delivery" means, (i) in the case of Software, when the Software is made available by ProvenRun for the User to electronically download; (ii) in the case of a Hardware Appliance, when the Hardware Appliance has been tendered by ProvenRun for shipment or made available Ex Works (Incoterms 2020) at ProvenRun's designated facility, as applicable; (iii) in the case of a Virtual Appliance, when the Virtual Appliance image is made available by ProvenRun for the User to access. The term "Deliver" shall be construed accordingly;

"Diagnostic Data" means technical telemetry, system health metrics, configuration metadata, version information, error logs, and performance information generated by the Products relating solely to their operation and performance, excluding Customer Data, payload content, cryptographic keys, and secrets, except incidental technical identifiers strictly necessary for support;

"Disclosing Party" has the meaning set out in Section 1.11 of Part 1 of this Agreement;

"Documentation" means ProvenRun's standard materials that describe the Products, including the installation, use, operation, features and / or functionality of the Products, and how ProvenRun provides maintenance and / or support in relation to the same, as available on ProvenRun website and portal, and updated by ProvenRun from time to time;

"Effective Date" means the earlier of (i) the date User first signs, clicks to accept, downloads, accesses or uses any Product or Service under this Agreement, and (ii) the date the first Order or Statement of Work under this Agreement is accepted by ProvenRun.

"Embedded Software" means Software made available by ProvenRun that is designed to be operated by User exclusively on a User Platform, as specified by the applicable SKU or Order;

"Evaluation License" has the meaning set out in Section 2.5.1 of Part 2 of this Agreement;

"Evaluation Period" means the period specified in the applicable Order, clickwrap, or Documentation for an Evaluation Product, or if none is specified, the period stated in Section 2.5.1 of Part 2 of this Agreement;

"Evaluation Product" means any Product provided pursuant to Portal Access or an Evaluation License.

"Failure" means any reproducible defect in the Product that causes the Product to fail to perform substantially in accordance with the Documentation;

"Feedback" has the meaning set out in Section 1.10.3 of Part 1 of this Agreement;

"General Terms and Conditions" means the terms and conditions set out in Part 1 of this Agreement;

"Group Companies" means all entities which are controlled by ProvenRun, or under common control with ProvenRun, where "control" means the indirect or direct or beneficial ownership of a voting interest of more than fifty percent (50%) and "Group Company" shall be construed accordingly;

"Hardware Appliance" means ProvenRun hardware appliances (including without limitation ProvenBox and ProvenHSM) on which certain Software operates, in each case as identified by the applicable SKU;

"Infringement Claim" has the meaning set out in Section 1.12.1 of Part 1 of this Agreement;

"Intellectual Property Rights" means any and all intellectual property rights in any part of the world, arising under statutory or common law or by agreement and whether or not perfected, registered or unregistered, now existing or hereafter filed, issued, or acquired, and any renewals, extensions and other government issued indicia of ownership thereof, including rights comprising or relating to: (a) patents, patent disclosures and inventions (whether patentable or not); (b) rights associated with works of authorship including copyrights and copyrightable works (including computer programs), copyright registrations and applications for copyright registration, "moral" rights and mask work rights (all "copyrights"); (c) rights relating to the protection of trade secrets, know-how and other Confidential Information; (d) trademarks, trade dress, trade names, logos and service marks, together with the goodwill or business symbolized by or associated therewith; (e) domain names, web addresses and social media identifiers; (f) any registrations or applications for registration for any of the foregoing, including any provisionals, divisions, continuations, continuations-in-part, renewals, reissuances, re-examinations and extensions (as applicable); and (g) analogous rights to those set forth above;

"Licensed Volume" means the volume or other measurement or conditions of permitted use for the Products as set out for the applicable SKU or as otherwise set out in a Quote;

"Order" means, (i) an order form executed by User and submitted to ProvenRun or (ii) a purchase order submitted by a User, or by an Authorized Partner on behalf of User, in each case, in response to a Quote (which the Order is deemed to include) and in each case that is accepted by ProvenRun in writing (email included);

"Service Package" means ProvenRun's pre-formulated, defined scope service offerings, as identified by the applicable SKU and subject to Section 3.3 of Part 3;

"Portal Access" means ProvenRun's website, portal, or other electronic access flow through which a User or its representative may register for, access, download, evaluate, or accept Products or Services under this Agreement.

"Product Sale and License Terms" means the terms and conditions set out in Part 2 of this Agreement;

"Products" means the Software, Hardware Appliances, Virtual Appliances and Console, as may be supplied to a User in accordance with this Agreement;

"Professional Services" means services set out in a Statement of Work that ProvenRun may provide pursuant to this Agreement, excluding Service Packages, and subject to 3.4 of Part 3 of this Agreement;

"Purchaser" means the entity which has submitted an Order in response to a Quote for the Products and/or Services which shall be: (i) for Orders placed directly with ProvenRun, the User; and (ii) for orders placed by an Authorized Partner, the Authorized Partner that submits the Order directly to ProvenRun;

"Quote" means a ProvenRun sales quotation which sets out Products and Services by SKU and which may include corresponding descriptions and details of the applicable Licensed Volume;

"Receiving Party" has the meaning set out in Section 1.11 of Part 1 of this Agreement;

"Service Description" means the document, statement, order, proposal, quotation, or other written description issued or accepted by ProvenRun that identifies the applicable Services, their scope, deliverables, assumptions, dependencies, and any service-specific conditions;

"Services" means the Service Packages, Professional Services, and Support & Maintenance Services, as may be ordered by Purchaser in accordance with this Agreement;

"Services Terms" means the terms and conditions set out in Part 3 of this Agreement;

"SKU" means ProvenRun's internal stock keeping unit for each of its Products and Services, which may include corresponding Product descriptions and details of the applicable Licensed Volume;

"SLA" means any service level agreement or support commitment expressly set out in an Order and/or in the Support Policy or support plan referenced in the Order;

"Software" means ProvenRun's or its licensors' software (in object code format), including firmware, SDKs, tools and downloadable applications, provided to the User by ProvenRun or an Authorized Partner, in each case as identified by the applicable SKU and subject to part 2 of this Agreement;

"Statement of Work" means a signed description of Professional Services;

"Support Plan" means the support plan applicable to the Products or Services made available to the User by ProvenRun or otherwise purchased by the User pursuant to the Order or Statement of Work.

"Support Policy" means ProvenRun's maintenance and support policy and support plan descriptions (including response targets, hours, severities, lifecycle and RMA policy), as made available by ProvenRun in writing and/or referenced in the applicable Order;

"Support Services" means ProvenRun support services for the Products, as described in the applicable Support Policy or support plan referenced in the Order;

"Term" means the term of the Services or license, as specified in the Order or in the Agreement;

"Third Party Products" means Products which are licensed to ProvenRun by a third party and are subject to the Third Party Terms;

"Third Party Terms" means the third party terms applicable to Third Party Products, as made available by ProvenRun in writing;

"User" has the meaning set forth above under Section 1.1 of Part 1; "User Platform" means User-controlled hardware and/or software environment (not supplied by ProvenRun) on which Embedded Software is authorized to operate under the applicable SKU or Order;

"Virtual Appliance" means a ProvenRun-provided virtual machine image or similar package that emulates a Hardware Appliance for evaluation purposes only, and which ProvenRun or the User may deploy in a virtualized environment (including, where agreed with ProvenRun, on third-party cloud infrastructure under User's account);

1.2.1 Interpretation

In this Agreement (except where the context otherwise requires):

(a) any reference to a Section is to the relevant Section of the relevant part or sub-part of this Agreement as applicable;

(b) the Section headings are included for convenience only and shall not affect the construction or interpretation of this Agreement;

(c) words importing a particular gender do not exclude other genders;

(d) use of the singular includes the plural and vice versa;

(e) references to any law include a reference to that law together with all rules and regulations made under it or them, all as from time to time amended, consolidated or re-enacted;

(f) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and the words following any of those terms shall not limit the sense of the words preceding those terms;

(g) references to other documents that are incorporated by reference shall include those documents as amended from time to time; and

(h) any grant of license, permission or other right set out in this Agreement for the benefit of ProvenRun shall be deemed to confer the same benefit on ProvenRun's Group Companies.

(i) "Writing" or "written" includes email

1.2.2 Order of precedence

In the event of a conflict, the following order of precedence applies (highest to lowest):

(1) the applicable Order (including Quote) for commercial terms expressly set out in the Order (including fees, quantities, Licensed Volume, term, and Support Plan selection) and as specified under the paragraph headed "For clarity" below in this Section 1.2.2;

(2) any Statement of Work for Services, solely with respect to the scope, deliverables, milestones, and fees for the Professional Services described in that Statement of Work;

(3) any Service Level Agreement or Support Plan expressly referenced in the Order;

(4) Product Sale and License Terms;

(5) Services Terms;

(6) General Terms and Conditions.

For clarity:

• An Order may modify or override a provision of this Agreement only if the Order expressly identifies the specific provision to be modified or overridden and states that it is intended to do so.
• No pre-printed or standard terms contained in any purchase order or other document issued by Purchaser shall modify or override this Agreement.

1.3 Orders

1.3.1 Ordering process

Products and Services shall be procured by User pursuant to an Order, either directly from ProvenRun or through an Authorized Partner. For clarity, an Order will not always be required for Software subject to an Evaluation License and downloaded pursuant to Portal Access. However, in applying for Portal Access, User shall be deemed to have submitted an Order.

Except as may be set out in the Product Sale and License Terms (Part 2), each Order shall correspond to a Quote and shall set out the relevant SKUs and Licensed Volume, where each SKU represents a separate contractual entitlement to a Product or Service.

ProvenRun shall be free to accept or reject an Order in its absolute discretion, without liability of any kind. An Order shall only become legally binding on ProvenRun when it has been accepted in writing by ProvenRun.

Each Order, together with any Quote expressly incorporated into it, forms part of and is subject to this Agreement. In the event of any inconsistency between an Order and this Agreement, the conflict shall be resolved in accordance with the Order of Precedence clause set out in this Part. Each Order shall constitute a separate contract on the terms and conditions of this Agreement (except as modified in accordance with Section 1.2 of this Part 1).

All Orders are non-cancellable and non-refundable. Any amendment, cancellation or other change to an Order is only binding on ProvenRun if signed by an authorized representative of ProvenRun. User acknowledges that administrative fees may apply to any such change.

User acknowledges that Products may be subject to a stop-ship restriction. ProvenRun will provide reasonable notice to User of such restriction; however, ProvenRun does not guarantee the resolution of the restriction, nor that the Order will be fulfilled. Any Order for Products subject to a stop-ship restriction will be fulfilled subject to availability despite the day and time of the Order. Any dates provided by ProvenRun in connection with the restriction or shipment status are subject to change at any time by ProvenRun. In no event will ProvenRun be liable for any damages whatsoever related to Product availability, shortages or shipment delays in connection with the fulfillment of the Order. If a stop-ship restriction continues for a consecutive period of sixty (60) days and User has not been notified that the Products have shipped, User shall have the right to terminate the Order without liability to ProvenRun by serving written notice.

1.3.2 Direct Orders

For Orders issued to ProvenRun directly by User ("Direct Orders"), User shall pay the applicable fees directly to ProvenRun in accordance with Section 1.4 of Part 1 of this Agreement.

1.3.3 Ordering via an Authorized Partner

For Orders issued to ProvenRun through an Authorized Partner, User shall pay the Authorized Partner the applicable fees in accordance with the terms agreed between User and the Authorized Partner (and not in accordance with Section 1.4 of Part 1 of this Agreement) and the Authorized Partner shall be responsible for paying ProvenRun the applicable fees.

The terms governing the use of Products and Services ordered through an Authorized Partner shall be those set out in this Agreement.

Authorized Partners are not permitted to bind ProvenRun to any terms other than those expressly set out in this Agreement. Any term, representation, warranty or other statement communicated to User by an Authorized Partner as part of the procurement of the Products or Services, and that is not expressly set out in this Agreement, shall not be binding upon ProvenRun.

In the event of a conflict between this Agreement and the terms agreed between User and the Authorized Partner, as between ProvenRun and the User, this Agreement shall take precedence.

Should a service credit, refund or other payment become due to User pursuant to this Agreement in respect of an Order issued through an Authorized Partner, User acknowledges and agrees that unless the Authorized Partner agrees otherwise:

(a) such service credit, refund or other payment shall be provided by ProvenRun to the relevant Authorized Partner; and

(b) User may only obtain such service credit, refund or other payment from that Authorized Partner.

For clarity, procurement through an Authorized Partner does not alter the license scope, use restrictions, warranty limitations, or other terms governing use as between ProvenRun and the User.

1.3.4 Exceeding the Licensed Volume

If User exceeds the Licensed Volume set out in the Order for any applicable SKU, User shall pay ProvenRun, or the relevant Authorized Partner if applicable, the additional fees set out in this Agreement, the Order, or the Documentation. In the absence of a documented rule specifying a rate for additional fees, the User shall pay any additional fees at ProvenRun's then-current rate against ProvenRun's invoice, on a proportionate basis for the excess use, in respect of any prior excess use and for the remainder of the Order term. User's obligations to maintain records, provide certifications, and permit verification of Licensed Volume compliance are set out in Section 1.7. ProvenRun may monitor Actual Use for licensing, security, and support purposes.

1.4 Payments To ProvenRun

1.4.1 Payment terms

Any fees payable to ProvenRun under this Agreement are non-refundable.

All fees shall be payable in the currency specified in the Order.

All payments from Purchaser to ProvenRun shall be payable by Purchaser net thirty (30) days after the date of invoice. If Purchaser requires a PO it shall be provided when the Order or Statement of Work is signed. In no event shall Purchaser's failure or delay in providing a PO alter its payment obligations under the relevant Order or Statement of Work.

If Purchaser is thirty (30) days or more overdue on any payment owed to ProvenRun pursuant to this Agreement, in addition to any of its other rights or remedies, ProvenRun reserves the right to charge a late fee on any overdue amounts at a rate equal to 1.5% per month or the highest rate permitted by applicable law or regulation, whichever is lower. Purchaser shall reimburse ProvenRun for all reasonable costs and expenses incurred (including reasonable attorneys' fees) in collecting overdue amounts pursuant to this Agreement.

Upon termination or expiry of User's rights with respect to a particular Product or Service pursuant to this Agreement, any amounts owed to ProvenRun under the Agreement prior to such termination or expiry will be immediately due and payable, in addition to any other rights or remedies available to ProvenRun.

1.4.2 Taxes

Purchaser shall pay all sales, use, value-added and other taxes, tariffs and duties of any type and any other governmental charges assessed against Purchaser. Fees are exclusive of all taxes and do not include freight, insurance costs or shipping handling fees.

Should Purchaser be required under any law or regulation of any governmental entity or authority to withhold or deduct any portion of the payments due to ProvenRun, then Purchaser shall increase the sum payable to ProvenRun by the amount necessary to yield to ProvenRun an amount equal to the sum it would have received had no withholdings or deductions been made.

1.4.3 Invoicing

ProvenRun may invoice all fees for Products and Services in full upon ProvenRun's acceptance of an Order, unless the applicable Quote states otherwise. Fees where the Licensed Volume has been exceeded shall be invoiced in accordance with ProvenRun's then-current policy.

1.4.4 No set-off

Purchaser shall have no right to set off, discount or otherwise reduce or refuse to pay any amounts due to ProvenRun under this Agreement for any reason.

1.5 Term And Termination

1.5.1 Term

The term of each Order shall commence on the date the Order is accepted by ProvenRun and shall continue in effect for such time as User continues to have the right to use the Products and / or receive the Services.

The term of this Agreement shall commence upon the Effective Date and shall continue in effect until this Agreement is terminated in accordance with its terms.

1.5.2 Termination

Either party shall be entitled to terminate this Agreement at any time upon notice in writing to the other if the other party:

(a) commits a material breach of this Agreement which is not capable of remedy;

(b) commits a material breach of this Agreement that is capable of remedy but which remains un-remedied for more than thirty (30) days after such notice; or

(c) makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event.

1.5.3 Consequences of termination

Upon termination or expiration of this Agreement: (a) ProvenRun shall cease to provide the Products and Services, (b) the rights and licenses granted to User under this Agreement shall terminate, (c) User shall, within thirty (30) days, ship to ProvenRun, or, where intangible, destroy (including purging from any system or storage media), all items in its possession which are proprietary to ProvenRun, and (d) each party shall promptly return or destroy the other party's Confidential Information in accordance with the provisions of Section 1.11 of Part 1 of this Agreement.

Unless expressly stated in this Agreement or agreed to in writing by the parties, termination of any Order shall not affect any other Order. Upon termination of this Agreement, however, all Orders shall automatically terminate.

Upon termination or expiration of User's rights with respect to a particular Product or Service pursuant to this Agreement, ProvenRun shall cease to provide such Product or Service, and the applicable rights and licenses granted to User with respect to such Product or Service under this Agreement shall automatically and immediately terminate.

Termination shall not relieve User of the obligation to pay any fees accrued or payable to ProvenRun or an Authorized Partner prior to the effective date of expiration or termination.

The following provisions shall survive any termination or expiration of this Agreement: (i) all accrued payment obligations; (ii) Part 1 Sections 1.8 (Limitation of Liability), 1.9 (Proprietary Rights), 1.10 (Indemnification), 1.11 (Confidentiality), 1.12 (Export), 1.15 (Governing Law; Jurisdiction), and 1.16 (Miscellaneous); (iii) Part 2 provisions relating to license and use restrictions and other post-termination use limitations; (iv) Part 2 Hardware Appliance-specific terms relating to risk of loss and title, returns and RMA, and software on Hardware Appliances; (v) Part 2 Virtual Appliance and Evaluation Product terms relating to evaluation license scope, termination, return or destruction, and as-is / no-reliance treatment; and (vi) any other provisions which by their nature are intended to survive.

1.5.4 Temporary suspension and delay

ProvenRun has the right, without liability to User, to suspend in whole or in part User's rights to access or use any Products or Services immediately upon notice if:

(a) User is in breach of its payment obligations to ProvenRun, or to an Authorized Partner, in respect of any Order until any overdue amounts are paid in full; or

(b) User makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event; or

(c) ProvenRun reasonably believes that User's, or any person acting on User's behalf, access to or use of any Product or Service: (i) breaches this Agreement; (ii) compromises, or poses a material risk of compromising, the security, integrity, or availability of the Products, Services, ProvenRun systems, or any third-party systems used to provide them; (iii) involves unauthorized access, misuse of credentials, circumvention of technical restrictions, malicious code, or unlawful activity; or (iv) may cause ProvenRun to breach applicable law, regulation, or sanctions requirements.

If ProvenRun suspends access or use, User shall:

(a) remain responsible for all fees (to ProvenRun and/or an Authorized Partner) during the period of suspension; and

(b) not be entitled to any service credits for any period of suspension.

Without liability to User or any other person and without prejudice to any other remedy, ProvenRun may withhold or delay Delivery of any Order if User is late in performing any payment obligation pursuant to this Agreement or is otherwise in default under this Agreement.

1.6 License Compliance Verification

User shall maintain reasonable records sufficient to demonstrate compliance with Licensed Volume and platform limitations. Upon request, not more than once in any twelve (12) month period, User shall provide an officer-level written certification of compliance.

During the term of this Agreement, and for one year thereafter, ProvenRun may conduct a further audit if it has reasonable grounds to suspect material non-compliance, on at least thirty (30) days' prior written notice, during normal business hours, in a manner that minimizes disruption and is subject to User's reasonable security and confidentiality requirements. Any such audit shall be limited to records and systems reasonably necessary to verify such compliance. ProvenRun shall bear the audit costs unless the audit reveals material non-compliance or an underpayment of more than five percent (5%). User shall promptly (and in any event within 14 calendar days) pay ProvenRun or an Authorized Partner, as applicable, the amount of any underpayment (and correct any other non-compliance) revealed by such audit.

1.7 Disclaimer Of Warranties

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE PRODUCTS AND SERVICES ARE PROVIDED AND/OR LICENSED "AS-IS" AND PROVENRUN MAKES NO ADDITIONAL WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVENRUN MAKES NO WARRANTY THAT USE OF THE PRODUCTS OR SERVICES SHALL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR DEFECT-FREE, OR AVAILABLE AT ALL TIMES, OR THAT THE PRODUCTS AND SERVICES WILL MEET THE USER'S REQUIREMENTS OR OPERATE IN COMBINATIONS WITH HARDWARE, SOFTWARE, PLATFORMS, SYSTEMS OR DATABASES USED BY USER. PROVENRUN SPECIFICALLY DISCLAIMS, ON BEHALF OF ITSELF AND ITS PARTNERS AND SUPPLIERS, ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FOR THE AVOIDANCE OF DOUBT AND WITHOUT PREJUDICE TO THE FOREGOING, NO WARRANTY, REPRESENTATION, CONDITION OR OTHER TERM IS GIVEN CONCERNING OR IN RELATION TO THIRD PARTY PRODUCTS.

1.8 Limitation Of Liability

1.8.1 SUBJECT TO SECTION 1.8.6, PROVENRUN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THE APPLICABLE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM.

1.8.2. SUBJECT TO SECTION 1.8.6, IN NO EVENT SHALL PROVENRUN (OR ITS AUTHORIZED PARTNERS OR SUPPLIERS) HAVE ANY LIABILITY IN CONNECTION WITH THE PRODUCTS, SERVICES OR THIS AGREEMENT FOR ANY LOST PROFITS OR REVENUES, LOSS OF DATA OR USE OF THE PRODUCT(S) OR SERVICE(S), GOODWILL, REPUTATION, INTERRUPTION OF THE SERVICES, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

1.8.3. USER ACKNOWLEDGES AND AGREES THAT PROVENRUN HAS OFFERED THE PRODUCTS AND SERVICES, AND SET PRICES IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN USER AND PROVENRUN. PROVENRUN WOULD NOT BE ABLE TO PROVIDE THE PRODUCTS OR SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

1.8.4. SUBJECT TO SECTION 1.8.6, EXCEPT FOR: (I) USER'S BREACH OF ITS PAYMENT OBLIGATIONS TO PROVENRUN OR ANY AUTHORIZED PARTNER, AND/OR (II) USER'S BREACH OF LICENSES AND USE RESTRICTIONS, OR EXPORT RESTRICTIONS, IN NO EVENT SHALL USER'S TOTAL AND AGGREGATE LIABILITY ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT (INCLUDING ALL PRODUCTS AND SERVICES HEREUNDER) EXCEED THE TOTAL AMOUNTS PAID BY USER TO PROVENRUN FOR THE PRODUCTS OR SERVICES IN RESPECT OF THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM, WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

1.8.5. SUBJECT TO SECTION 1.8.6, EXCEPT FOR: (I) USER'S BREACH OF ITS PAYMENT OBLIGATIONS TO PROVENRUN OR ANY AUTHORIZED PARTNER, AND/OR (II) USER'S BREACH OF LICENSES AND USE RESTRICTIONS OR EXPORT RESTRICTIONS, IN NO EVENT SHALL USER HAVE ANY LIABILITY IN CONNECTION WITH THIS AGREEMENT TO PROVENRUN FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

1.8.6. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY:

A) FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

B) FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THAT OF ITS EMPLOYEES OR AGENTS OR SUBCONTRACTORS; OR

C) TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED BY LAW.

1.8.7 SUBJECT TO SECTION 1.8.6, PROVENRUN SHALL HAVE NO LIABILITY TO USER IN CONNECTION WITH ANY USE OF PRODUCTS OR SERVICES PROVIDED BY PROVENRUN PURSUANT TO A PORTAL ACCESS OR EVALUATION LICENSE.

1.8.8 SUBJECT TO SECTION 1.8.6, THE SLA'S STATE USER'S FULL AND EXCLUSIVE RIGHT AND REMEDY, AND PROVENRUN'S SOLE OBLIGATION AND LIABILITY IN RESPECT OF THE PERFORMANCE AND/OR AVAILABILITY OF THE PRODUCTS AND SERVICES, OR THEIR NON-PERFORMANCE AND NON-AVAILABILITY.

1.9 Proprietary Rights

1.9.1 Reservation of Rights

Subject to the limited rights expressly granted to User under this Agreement, ProvenRun reserves and, as between the parties, shall solely and absolutely own all rights, title and interest in and to the Products (excluding any Hardware Appliances or Hardware sold to User pursuant to the terms of this Agreement) and Services, including all improvements, modifications or enhancements to, or derivative works of, the foregoing (including any modifications, improvements, enhancements, additions or alterations made at the request of the User) (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing, and to the extent any such rights vest in User, User shall automatically and irrevocably assign such rights to ProvenRun. No rights are granted to User hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set out in this Agreement.

1.9.2 General License and Use Restrictions

User shall not, and shall not permit any third party to, directly or indirectly:

a) copy, reproduce, or use any Product or Service except as expressly permitted by this Agreement, the applicable Order, or the Documentation;

(b) disclose, distribute, transfer, assign, publish, sell, sublicense, rent, lease, lend, timeshare, outsource, service-bureau, host, or otherwise make any Product, Service, or any of their functionality available to any third party, except as expressly permitted by this Agreement or the applicable Order;

(c) remove, alter, obscure, or conceal any copyright, trademark, proprietary, confidentiality, or other notices, labels, or marks contained in or on any Product, Service, Documentation, or related materials;

(d) make any statement or representation regarding any Product or Service on ProvenRun's behalf, or grant any rights or commitments relating to any Product or Service, in each case except as expressly authorized by ProvenRun in writing;

(e) publish, disclose, or otherwise disseminate any benchmark, comparative test, performance result, or analysis relating to any Product or Service without ProvenRun's prior written consent;

(f) access or use any database, third-party component, or embedded third-party software included in or provided with a Product or Service by means other than the Product or Service itself, including by use of spiders, robots, crawlers, scrapers, or similar data-gathering or extraction tools;

(g) use any Product, Service, Documentation, related materials, or output, report, or analysis generated by a Product or Service to develop, train, improve, commercialize, license, sell, or support any product, service, or technology that competes with, substitutes for, or is substantially similar to any Product or Service;

(h) incorporate any Product, Service, or any output, report, or analysis generated by a Product or Service into User's own products or services, or use them in marketing, promotional, or commercial materials directed to third parties, except as expressly permitted by this Agreement or the applicable Order;

(i) use any Product or Service to store, process, transmit, upload, post, or otherwise handle any material or data in violation of applicable law, third-party rights, or required consents;

(j) use any Product or Service in violation of applicable law, regulation, export control, or sanctions requirements; or

(k) use any Product or Service except as expressly authorized under this Agreement, the applicable Order, and the Documentation.

1.9.3 Feedback

From time to time User may provide ProvenRun with suggestions, feature requests, comments and feedback about the Products and Services (collectively, "Feedback"). User grants ProvenRun a perpetual, irrevocable, unconditional, royalty-free and fully-paid up license to use and exploit all Feedback in connection with ProvenRun's business purposes, including, without limitation, the testing, development, maintenance and improvement of ProvenRun's Products and Services.

1.9.4 Publicity

During the term of this Agreement, User consents to ProvenRun using its name and logo to identify User as a customer of ProvenRun, including use on ProvenRun's website and other marketing materials. Such use shall comply with User's branding and communications guidelines made available to ProvenRun. ProvenRun shall not imply User's endorsement or sponsorship, and shall not publish any press release, case study, customer story, testimonial, or quote, without User's prior written approval. User may withdraw this permission on written notice, in which case ProvenRun shall cease new use within 30 days.

1.10 Indemnification

1.10.1 Subject to Sections 1.10.2 to 1.10.4 (inclusive) of Part 1 of this Agreement, ProvenRun shall defend User against any third party claim that the Products as provided infringe any copyright, or misappropriate any third party trade secrets ("Infringement Claim") and indemnify User from the resulting costs and damages finally awarded against User to the third party making such Infringement Claim, by a court of competent jurisdiction or agreed to in a settlement; provided that User:

(a) promptly notifies ProvenRun of all threats, claims and proceedings involving such Infringement Claim;

(b) gives reasonable assistance in response to ProvenRun's request for assistance; and

(c) grants ProvenRun sole control over defense and settlement of the Infringement Claim.

1.10.2. Section 1.10.1 of Part 1 of this Agreement shall not apply to any Infringement Claim or associated costs or damages arising out of or in connection with the Products or portions or components:

(a) that are modified by any party other than ProvenRun or its authorized agents;

(b) that are combined with other products, services, processes, software, content, data or materials, where the alleged infringement relates to such combination or such other products, services, processes, software, content, data or materials;

(c) where modifications that would have avoided the alleged infringement have been made available to User, and User continues the allegedly infringing activity after being notified of it by ProvenRun; or

(d) where User's use of such Products is not strictly in accordance with this Agreement;

(e) where the Product has been supplied pursuant to a Portal Access, or Evaluation License.

1.10.3. If a Product is held to or believed by ProvenRun to infringe or misappropriate any Intellectual Property Rights of a third party, ProvenRun at its discretion, shall have the option to:

(a) modify the allegedly infringing Product to be non-infringing;

(b) obtain for User a license to continue using the Product; or

(c) request the return of or terminate access to the infringing Product (as the case may be) and upon such return or termination, refund to User (or have the applicable Authorized Partner refund) the amount of fees paid for such infringing Product for any unused, prepaid portion of the term remaining as of the effective date of termination.

1.10.4. PROVENRUN SHALL HAVE NO OBLIGATION TO USER UNDER THIS SECTION 1.10 IN RESPECT OF ANY PRODUCT PROVIDED PURSUANT TO A PORTAL ACCESS, OR EVALUATION LICENSE. THIS SECTION 1.10 SETS OUT PROVENRUN'S SOLE OBLIGATION AND USER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF AN INFRINGEMENT CLAIM AND RELATED VIOLATIONS OF THIRD-PARTY RIGHTS.

1.11 Confidentiality

1.11.1 Confidential Information

As used in this Agreement, "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.

ProvenRun's Confidential Information includes, without limitation, the Products and Services, their performance (including any benchmarking information), any compliance certifications or attestation reports in respect of the Products and Services and ProvenRun's pricing of the Products and Services. The source code of any Software and technical specification of the Products and Services is a confidential trade secret of ProvenRun.

Confidential Information shall not include any information that:

(a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;

(b) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party (as can be demonstrated by reasonable supporting evidence);

(c) was independently developed by the Receiving Party without access, use of or reference to the Disclosing Party's Confidential Information or any breach of any obligation owed to the Disclosing Party (as can be demonstrated by reasonable supporting evidence); or

(d) is received from a third party which is not under an obligation of confidence or non-use with respect to such information and without breach of any obligation owed to the Disclosing Party (as can be demonstrated by reasonable supporting evidence).

1.11.2 Treatment of Confidential Information

The Receiving Party agrees that it shall:

(a) use Confidential Information for the sole purpose of exercising or enforcing its rights and performing its obligations under this Agreement;

(b) divulge and allow access to Confidential Information only to those of its employees, directors, independent consultants or agents who have a need to know such Confidential Information and who are bound by professional duty or in writing (in advance) to confidentiality and non-use obligations at least as protective of such information as this Agreement;

(c) not disclose any Confidential Information to any third party except as described in (b) above; and

(d) use at least the same degree of care in protecting the Disclosing Party's Confidential Information as the Receiving Party uses to preserve and safeguard its own valuable proprietary information, but in any event, no less than a reasonable standard of care.

The Receiving Party shall notify and cooperate with the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to comply with an order from a court of competent jurisdiction or with a mandatory requirement of a governing regulatory body, provided such party, to the extent permitted by law and as soon as reasonably practicable under the circumstances, informs the Disclosing Party and allows the Disclosing Party the opportunity to object to the disclosure order or to take action to preserve the confidentiality of the information. The Receiving Party shall cooperate with the Disclosing Party in such party's reasonable efforts to limit the disclosure of the information.

Upon termination of this Agreement, the Receiving Party shall:

(a) immediately cease all use of the Disclosing Party's Confidential Information; and

(b) if requested by the Disclosing Party, either promptly destroy (and permanently erase all Confidential Information from its computer systems) or return all Confidential Information of the Disclosing Party; and

(c) provided, that the Receiving Party may retain a reasonable number of copies of the Confidential Information (and any materials embedding the same) for the sole purposes of satisfying legal or regulatory requirements regarding record and data retention that the Receiving Party is obligated to comply with, enforcing this Agreement and/or archiving consistent with good business practices. Retained copies of Confidential Information remain subject to the confidentiality and restricted use provisions of this Agreement.

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section, the Disclosing Party may have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts.

1.12 Export

In connection with its actions under or related to the Agreement, User shall comply with all applicable export controls and economic sanctions (the "Export Laws"), including, as applicable, the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, export controls and restrictive measures maintained by the UK Government and EU.

User acknowledges that the Products and Services may contain encryption technology that is subject to export restrictions by the U.S. government and import restrictions by certain other governments. User shall not directly or indirectly and shall not allow any third-party to remove or export, or allow the export or re-export of, any part of the Products or Services or any direct product of the Products and Services:

(a) into (or to a national or resident of) any territory to the extent the U.S. government or any agency of it restricts export or re-export to such countries;

(b) to anyone on the U.S. Commerce Department's Table of Denial Orders or U.S. Treasury Department's list of Specially Designated Nationals;

(c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government, or any other government or any agency of it requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval;

(d) to the extent the Products or Services fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 or No 756/2006 (i) to the Russian Federation, Belarus or for use in the Russian Federation, Belarus or in the Ukrainian territories controlled by the Russian Federation, or (ii) to any individual or entity subject to E.U. sanctions or restrictive measures, as well as to any entity owned, controlled or acting for individuals or entities subject to EU sanctions or restrictive measures; or

(e) otherwise in violation of any export or import restrictions, laws or regulations of any U.S. or other government agency or authority.

User agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Products and Services are restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the U.S. government or other applicable government.

User shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the export of all ProvenRun products from the U.S., from any EU member state or from any other applicable country where the User is located to any location and shall demonstrate to ProvenRun compliance with all applicable laws and regulations prior to delivery thereof by ProvenRun.

User shall not engage in any activity related to this Agreement that would cause ProvenRun to violate applicable sanctions laws or programs of France, the E.U., the U.S., the U.K., or any other relevant jurisdiction.

User represents that it will not offer employment, continue to employ, engage or contract with an individual or entity who is included on applicable French, E.U., U.S., U.K. or foreign sanctions lists, including those maintained by OFAC of specially designated nationals and blocked persons subject to financial sanctions. The User shall inform ProvenRun immediately if any representatives (i.e. employees, officers, representatives and advisers) appear on any sanctions list, and will immediately remove such representatives from performing work with ProvenRun products or applications.

User agrees to indemnify and hold ProvenRun, its partners and suppliers harmless against any claims, losses or expenses arising out of User's breach of this Section.

User shall immediately notify ProvenRun of any violation of this Section of this Agreement.

Any breach of this Section shall be deemed a material breach which is not capable of remedy.

1.13 Anti-corruption

User shall comply with all applicable anti-corruption and influence-peddling laws and regulations, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and French law No. 2016-1691 of 9 December 2016 on transparency, anti-corruption and the modernization of the economy (the "Sapin II Law"). Without limiting the foregoing, User shall not, directly or indirectly, make, promise to make, or accept any payment, promise, donation, gift, offer or transfer of anything of value in connection with this Agreement to: (i) anyone working in an official capacity for a government, government entity (including employees of government owned or controlled corporations) or public international organization; (ii) any political party, party official, or candidate for political office; (iii) an intermediary for payment to any of the foregoing; (iv) any officer, director, employee of any actual or potential customer of User; (v) any officer, director or employee of ProvenRun or any of its affiliates; or (vi) any other person or entity if such payment, offer or transfer would violate the laws of the country in which made or which would be linked to a misuse that would be made by that person, or that has already been made by that person, of his/her real or supposed influence with a view to obtaining, for itself or for others, a distinction, a job, a contract or any other favorable decision. It is the intent of the parties that no payments, offers or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business or directing business to any person or entity. Neither party shall solicit or accept for itself any offer, promise, donation, gift or benefit of any kind, for the purpose of misusing its influence with a view to making or obtaining any favorable decision. Each of the Parties declares that it has implemented a compliance program that meets the requirements of the Sapin II Law, insofar as it is subject to it.

1.14 Force Majeure

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a party's payment obligations) if the delay or failure is due to events which are beyond the reasonable control of the parties, including strikes, pandemics, epidemics, public health emergencies, blockade, government-imposed travel restrictions and quarantines, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, communications failure, and internet and power outages or disruptions.

1.15 Governing Law; Jurisdiction

Governing Law. This Agreement and any dispute, controversy or claim arising out of or in connection with it, including any question regarding its existence, validity, interpretation, performance, termination or non-contractual obligations, shall be governed by and construed in accordance with the laws of France, without regard to its conflict of laws rules.

Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC) in force at the time of the filing of the request for arbitration. The seat of arbitration shall be Paris, France. The arbitration shall be conducted by one arbitrator, unless the ICC Court determines that three arbitrators are appropriate. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction.

Interim Relief. Nothing in this Section shall prevent either party from seeking interim, conservatory or injunctive relief from any competent court, including the courts of Paris, France, where such relief is necessary to protect that party's rights pending the constitution of the arbitral tribunal or the issuance of the final award.

Exclusions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement. To the extent legally permissible, any mandatory rules that would otherwise apply by virtue of conflict of laws principles are excluded.

Consumer Rights. If the User qualifies as a consumer under applicable mandatory law, nothing in this Section shall deprive the User of the protection afforded by mandatory provisions of the law of the country in which the User has habitual residence.

1.16 Miscellaneous

1.16.1 Independent Contractors

The parties are independent contractors under this Agreement and nothing in this Agreement authorizes a party to act as an agent of the other or bind the other to any transaction or agreement.

1.16.2 Assignment

This Agreement shall bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign or transfer this Agreement in whole or in part by operation of law or otherwise, without the other party's prior written consent (such consent not to be unreasonably withheld or delayed). Any attempt to transfer or assign this Agreement without such written consent shall be null and void. Notwithstanding the foregoing, however, ProvenRun may assign this Agreement without consent to a Group Company or to the acquiring or surviving entity in a merger or acquisition in which ProvenRun (or a subsidiary, division or group of ProvenRun) is the acquired entity (whether by merger, reorganization, acquisition or sale of stock), or to the purchaser in connection with the sale of all or a portion of ProvenRun's assets, without written consent. Additionally, User grants ProvenRun a general written authorization to engage subcontractors.

1.16.3 Third Party Rights

The parties agree that there shall be no third party beneficiaries to this Agreement, except to the extent set out in the Third Party Terms that an entity is an intended third party beneficiary of this Agreement (which may be amended without the consent of such beneficiaries).

1.16.4 Waiver and Remedies

Except as specifically provided in this Agreement, the exercise by either party of any rights and remedies under this Agreement (including any right to terminate this Agreement) shall be without prejudice to its other remedies under this Agreement or otherwise.

A waiver of any breach under this Agreement shall not constitute a waiver of any other breach or future breaches.

Except as otherwise set out in this Agreement:

(a) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver; and

(b) no single or partial exercise of any right, remedy, power, or privilege pursuant to this Agreement shall preclude any other or further exercise of it or the exercise of any other right, remedy, power, or privilege.

1.16.5 Amendments

This Agreement may be modified by (i) a written instrument signed by duly authorized representatives of both parties, or (ii) for Portal Access, by ProvenRun presenting an updated version of this Agreement for click acceptance, in which case the updated version applies from the date of such acceptance. Any update to incorporated Documentation or policies applies prospectively only and will not materially reduce the core functionality of the applicable Products or the support commitments for the then-current paid term, except where required by law, security requirements, or third-party rights.

1.16.6 Counterparts

This Agreement, and any Order or Statement of Work under it, may be executed in counterparts, including by handwritten signature, electronic signature, transmission in PDF or other means of electronic transmission, each of which shall constitute an original and together shall constitute one instrument.

1.16.7 Notices

All notices, requests, legal proceedings, demands and other communications pursuant to this Agreement shall:

(a) if issued to ProvenRun: be in writing by major commercial delivery service, delivery verified, to ProvenRun headquarters address;

(b) if issued to User: be in writing, (i) by email to the most recent address on ProvenRun's files; or (ii) by major commercial delivery service, delivery verified, to the most recent address on ProvenRun's files; and

(c) with respect to either party, be deemed given twenty-four (24) hours after it is sent: (i) by a major commercial delivery service, delivery verified; or (ii) to the most recent email address in ProvenRun's files.

Either party may, by like notice, specify or change an address to which notices and communications shall from then on be sent.

1.16.8 Entire Agreement

Along with the relevant Order in respect of the Products and / or Services to which it relates, this Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written between the parties with respect to said subject matter, including any prior non-disclosure agreements.

Without limiting the Parties' authority to contract, any terms and conditions contained in any purchase order, vendor / supplier registration form, questionnaire or any other form or document that User may provide to ProvenRun in connection with this Agreement and/or the Products or Services shall be void, regardless of whether ProvenRun fails to object to such terms and whether such forms were provided prior to or after the Effective Date.

Each party acknowledges that, in agreeing to enter into this Agreement, it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those set out in this Agreement). Each party waives all rights and remedies which, but for this Section, might otherwise be available to it in respect of any such express or implied representation, warranty, collateral contract or other assurance.

Nothing in this Agreement limits or excludes any liability for fraud.

1.16.9 Severability and binding effect

If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the provision shall be changed and interpreted, if possible, to accomplish the original intent of the parties within the constraints of the law, or if not possible, the provision shall be stricken from the Agreement. The remaining provisions of the Agreement shall remain in full force and effect.

2. Product Sale and License Terms

This Part 2 applies to Products. It sets out the core sale and license terms that apply across ProvenRun offerings, and then states only the necessary variations for each Product type. Unless a Section in this Part 2 expressly states otherwise, the Core Product Terms in Section 2.2 apply.

2.1 Applicability and designation

The applicable Product type(s), license types and Licensed Volumes are designated in the applicable Order, SKU description, or other ordering document accepted by ProvenRun. Where a Product combines hardware and software (including firmware), the hardware and the software are governed separately as set out in Sections 2.3 and 2.4.

2.2 Core Product Terms

2.2.1 License grant (Software)

Subject to the Agreement, timely payment of applicable fees, and compliance with the Documentation, and except where a different license type is specified in the Order, ProvenRun grants User a limited, non-exclusive, non-transferable (except as expressly permitted in the Agreement), non-sublicensable license during the applicable Term to install and use the Software solely for the User's internal business purposes and solely within the scope and metrics set out in the applicable Order for the Licensed Volume. For the avoidance of doubt, User shall have no right to resell, transfer, or otherwise make available any Products for use except within the User's business.

Platform limitation per Product type:

• Embedded Software may be installed and used only on the User Platform designated by the applicable Order/SKU and only in the configuration supported by the Documentation.
• Appliance Software (including downloadable applications designated as Appliance Software) may be installed and used only on the applicable Hardware Appliance designated by the applicable Order/SKU, and only in the configuration supported by the Documentation.

User may make a reasonable number of copies of Software solely as required for installation, backup, and business continuity, provided that all copies remain subject to this Agreement and include ProvenRun copyright and proprietary notices.

2.2.2 Product-Specific Restrictions; Protection of Security Controls

In addition to the restrictions set out in Section 1.10.2, and except to the extent expressly permitted by this Agreement, the applicable Order, or applicable law, User shall not, and shall not permit any third party to:

(a) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive or discover any source code, object code structure, underlying ideas, algorithms, file formats, trade secrets, or know-how embodied in or used by any Product;

(b) modify, translate, adapt, enhance, create derivative works from, or otherwise alter any Product;

(c) bypass, disable, defeat, avoid, remove, circumvent, or otherwise interfere with any security control, secure boot mechanism, hardware protection, anti-tamper measure, access control, licensing enforcement mechanism, usage-metering mechanism, or cryptographic protection of any Product;

(d) use any Product in a manner that exceeds, defeats, or is designed to avoid the applicable Licensed Volume, scope of use, seat, instance, throughput, platform, environment, configuration, or other technical or commercial limitations set out in this Agreement, the applicable Order, SKU, or Documentation;

(e) install, deploy, or operate any Embedded Software, Appliance Software, or other Product except on the applicable User Platform, Hardware Appliance, or other environment expressly authorized in the applicable Order, SKU, or Documentation; or

(f) use any Product to provide services to, for, or on behalf of any third party, including in connection with outsourcing, managed services, hosting, time-sharing, or service-bureau activities, except where the applicable Order expressly permits such use.

2.2.3 Delivery and acceptance

Delivery occurs as follows, unless otherwise specified in an Order:

• Software (including Embedded Software and Appliance Software): when made available for download or otherwise delivered electronically to User.
• Hardware Appliance: when tendered to the carrier (or Ex Works / FCA point, as specified in the Order) for shipment to User.
• Virtual Appliance: when the image is made available for download or transfer to User.

User is responsible for installation, configuration, and operation of the Products in accordance with the Documentation. Unless an Order provides an explicit acceptance test and acceptance period, User is deemed to accept the Product upon first use or thirty (30) days after Delivery, whichever occurs first.

2.2.4 Maintenance and support

Maintenance and support services, if any, are provided only if purchased and are governed by Part 3 (Services) and the applicable support plan(s) or service level terms referenced in the Order. They are not available for Portal Access or Evaluation Licenses. ProvenRun may publish and update supported version policies in Documentation; the Agreement governs how Documentation changes apply.

2.2.5 Software warranty

ProvenRun warrants that, for ninety (90) days after Delivery (or such other period as specified in an Order), the Software will perform in all material respects in accordance with the Documentation when used within the scope and on the platform permitted by the Agreement.

This warranty does not apply to non-conformities caused by: (i) misuse; (ii) installation or operation not in accordance with the Documentation; (iii) modification not authorized by ProvenRun; (iv) use with unsupported hardware, OS, hypervisor, or third-party components; (v) failure to apply maintenance updates made generally available by ProvenRun, or (vi) any Products made available under a Portal Access or Evaluation License.

Exclusive remedy for breach of this warranty is for ProvenRun, at its option, to: (a) repair; (b) replace; (c) provide a workaround that materially restores functionality; or (d) refund the fees paid for the non-conforming Software (if any) and terminate the applicable Software license for that Software.

2.2.6 Data Recovery

User is solely responsible for User's data back-up, data recovery, and disaster recovery measures. ProvenRun shall not be responsible for User's internal processes and procedures to ensure the protection of User's data or information stored within User's own environment. User shall maintain an unmodified copy of all Software and all related Documentation, archival files and configuration files necessary to reinstall, reconfigure or reconstruct any lost, altered or damaged Software.

2.2.7 User-Controlled Environment

Except to the limited extent necessary to perform ordered Services or Support & Maintenance, Products operate in User-controlled environments and ProvenRun does not host, operate, or manage User environments on User's behalf. ProvenRun does not require access to User payload content, cryptographic keys, or secrets for ordinary operation of the Products. If User requests Services or Support & Maintenance that require ProvenRun access to logs, configuration information, systems, or other Customer Materials, User remains responsible for determining what it makes available to ProvenRun and for removing or withholding materials that User does not wish to disclose, except to the extent disclosure is necessary for the requested Services or Support & Maintenance.

2.2.8 Diagnostic Data and Telemetry

To the extent enabled by the Product configuration or expressly provided by User in connection with Support & Maintenance or Services, ProvenRun may collect and process Diagnostic Data to provide support, maintain product security, and improve Products. ProvenRun processes Diagnostic Data for its own legitimate business purposes and not on behalf of User. Diagnostic Data is treated as ProvenRun Confidential Information and may be used in aggregated and de-identified form for product improvement, security enhancement, and performance benchmarking.

2.2.9 Third-party components and open source

Products may include third-party components, including open-source software. User's use of such components is subject to the applicable Third-Party Terms provided with the Product or in the Documentation. To the extent any Third-Party Terms grant User additional rights, those rights apply only to the applicable third-party component and not to the Products as a whole.

2.3 Software-specific terms

This Section states only additional terms applicable to Software beyond the Core Product Terms.

2.3.1 Embedded Software (User Platform)

Embedded Software is licensed solely for use on the User Platform designated by the applicable Order/SKU. User shall not port, adapt, or deploy Embedded Software to any other platform unless ProvenRun expressly authorizes such porting in writing (for example, under a separate statement of work or engineering license).

2.3.2 Appliance Software

Appliance Software is licensed solely in conjunction with the applicable Hardware Appliance. User shall not separate Appliance Software from the Hardware Appliance, nor deploy Appliance Software on any hardware or virtualized environment other than the designated Hardware Appliance.

If a Hardware Appliance is transferred as permitted by the Agreement or an Order, User shall ensure that all Appliance Software and associated keys, credentials, and configuration data are securely erased from the Hardware Appliance prior to transfer unless ProvenRun's Documentation requires a different secure process.

2.3.3 End of life policy

All Software is subject to ProvenRun's then-current End of Life Policy (available on ProvenRun website or online portal).

2.4 Hardware Appliance-specific terms

This Section states only additional terms applicable to Hardware Appliances beyond the Core Product Terms.

2.4.1 Sale; delivery; installation

Hardware Appliances are sold (or otherwise provided) as specified in the applicable Order. User is responsible for site readiness, safe installation environment, and operation in accordance with the Documentation.

2.4.2 Risk of loss and title

Risk of loss and damage for Hardware Appliances passes to User upon Delivery. Title to Hardware Appliances passes to User upon full payment being received by ProvenRun, unless the Order provides that the Hardware Appliance is provided on a term basis or otherwise remains ProvenRun property. Title to Software (including firmware) does not pass; Software is licensed, not sold.

2.4.3 Hardware warranty

Any hardware warranty is specified in the applicable Order or Documentation for the Hardware Appliance. Unless expressly stated otherwise, hardware warranties do not cover consumables, cosmetic damage, or damage resulting from misuse, accidents, unauthorized service, or operation outside the environmental specifications stated in Documentation.

Hardware warranty remedies, if any, are limited to repair or replacement of the Hardware Appliance (or affected part) or refund of the fees paid for the affected Hardware Appliance, at ProvenRun's option.

2.4.4 Returns and RMA

Returns, replacements, and repairs are subject to ProvenRun's Return Material Authorization procedures and any restocking fees set out in the Order. User must follow ProvenRun packaging, shipping, and chain-of-custody instructions when returning Hardware Appliances, including any instructions related to secure handling of cryptographic materials.

2.4.5 Software on Hardware Appliances

The Software included with the Hardware Appliance is licensed, and not sold, with the applicable license terms set out in Part 2, Section 2.2 of this Agreement. Software is licensed solely in conjunction with such Hardware Appliance (and not separately or apart from such Hardware Appliance).

User may not sell, transfer, lend, lease, rent, distribute, assign or otherwise make available any Hardware Appliance to any third party, without ProvenRun's express prior written consent, except that User may transfer a Hardware Appliance to an Affiliate or to a successor in connection with a merger, reorganization, or sale of all or substantially all of the business or assets using that Hardware Appliance, provided that User complies with the secure-erasure requirements in this Agreement and the recipient agrees in writing to be bound by the applicable use restrictions and confidentiality obligations of this Agreement.

Without prejudice to the foregoing, if User sells, leases, lends, rents, distributes or otherwise transfers any Hardware Appliance to any third party or if ProvenRun terminates this Agreement or any relevant Order, then User shall erase all Software from such Hardware Appliance.

2.5 Virtual Appliance and Evaluation Products

This Section applies to Virtual Appliances and any Products provided solely for evaluation, trial, proof-of-concept, or non-production testing ("Evaluation Products").

2.5.1 Evaluation License Scope

ProvenRun grants User a limited, non-exclusive, non-transferable, non-sublicensable license to use Evaluation Products solely for internal evaluation and testing during the Evaluation Period specified in the applicable Order, clickwrap, or Documentation. Evaluation Products are not licensed for production use. Where no Evaluation Period has been agreed in an Order, the Evaluation Period shall be three (3) months from the date of download or, if earlier, delivery.

2.5.2 Third-party Cloud Infrastructure for Evaluation

User may deploy a Virtual Appliance in a virtualized environment controlled by User, including on third-party cloud infrastructure (for example, an IaaS-hosted virtual machine), solely for evaluation purposes. For clarity, ProvenRun does not host, operate, or manage such third-party infrastructure and does not provide any hosted or managed service as part of the Evaluation Product.

2.5.3 Termination; Return/Destruction

Upon expiration or termination of the Evaluation Period, User shall promptly cease use of the Evaluation Products and securely delete or destroy all copies, including any Virtual Appliance images, and certify deletion upon request. ProvenRun may terminate or suspend any Portal Access or Evaluation License for convenience on written notice, and may suspend or terminate it immediately where reasonably necessary for security, legal compliance, or misuse reasons. Where ProvenRun provides an Evaluation Product on physical media or hardware, User shall return it in accordance with ProvenRun instructions.

2.5.4 As-is; no reliance

Evaluation Products are provided "AS IS" and may contain errors. To the maximum extent permitted by law, ProvenRun disclaims all warranties for Evaluation Products, and User acknowledges that Evaluation Products are not intended for production use or reliance.

2.6 Console-specific terms

This Section states only additional terms applicable to Console (if provided) beyond the Core Product Terms.

2.6.1 Scope and use

Console is licensed as Software and may be used solely to administer and manage Products as described in Documentation. Console does not grant any additional rights to underlying Products beyond those expressly granted in Section 2.2.1 and the applicable Order.

2.6.2 Data handling

Console may generate or transmit Diagnostic Data to support product operation and support delivery, depending on configuration. ProvenRun will not collect, analyze, or publish customer-attributable security intelligence derived from User environments as part of Console, except as expressly agreed in writing.

User is responsible for backing up its configuration and administrative records for Console if Console is deployed in User's environment.

3. Services Terms

This Part sets out the terms applicable to Services. Capitalized terms used in this Part have the meanings given in Part 1 (Definitions). Services are distinct from Products and do not grant any license or other rights to Products except to the extent expressly stated in an applicable Order or Statement of Work.

3.1 Applicability and ordering

Services are provided only if ordered under an Order, and only for the scope, duration, and fees set out in the applicable Order and, where applicable, a Statement of Work ("SOW") or Service Description. Where Services are delivered by or through an authorized reseller or partner, Services are provided subject to this Agreement and any additional terms expressly accepted by ProvenRun in writing.

Unless expressly stated otherwise in an Order or SOW, Services are delivered remotely. Any on-site Services are subject to User site readiness and may require additional fees and expenses as set out in the applicable Order or SOW.

3.2 Common Services Framework (applies to all Services)

3.2.1 Description of Services; no implied scope

Services may be described either (a) in a Service Description (typically for standardized or packaged Services), or (b) in an SOW (typically for professional Services). Any time estimates, staffing plans, or schedules are non-binding unless expressly stated as binding in the applicable SOW.

Unless expressly stated in an Order or SOW, Services do not include: (i) maintenance or support for Products, (ii) training, (iii) custom development, (iv) operation of User environments, networks, or infrastructure, or (v) any activities that would require ProvenRun to assume responsibility for User security, compliance, or business continuity controls.

3.2.2 User cooperation and dependencies

User shall provide timely access, information, resources, and personnel reasonably required for ProvenRun to perform Services, including system access (where required), suitable test environments, and designated points of contact and any other items specified in the SOW. ProvenRun is not responsible for delays or non-performance caused by User's failure to provide the foregoing, or by third-party dependencies outside ProvenRun's reasonable control.

3.2.3 Change management process

The parties may request, in writing, additions, deletions, or modifications to the Professional Services described in the applicable SOW ("Change Request"). ProvenRun shall have 3 business days from receipt of the Change Request from User or an Authorized Partner to research and document the proposed change, and prepare a Change Request form. The raising of a Change Request may necessitate additional time for the completion of the existing scope of the Professional Services and/or additional fees. No change to the applicable SOW shall be made unless it is accepted by ProvenRun in writing, signed by an authorized signatory. ProvenRun will not perform or commence work in connection with any proposed change until (i) a Change Request form is approved and signed by ProvenRun and either the User, or the Authorized Partner, as applicable; and (ii) to the extent the fees associated with the Professional Services have changed based on the Change Request, ProvenRun has received a purchase order for such changes, where Authorized Partner or User have notified ProvenRun that they require a purchase order before proceeding. Unless notified by Authorized Partner or User (as the case may be) that a purchase order is required, ProvenRun shall have the right to require payment for the Professional Services even where no purchase order has been submitted/received.

3.2.4 Deliverables and intellectual property

Unless expressly stated otherwise in an SOW, Services deliverables are limited to the deliverables expressly listed in the applicable SOW or Service Description. ProvenRun retains all intellectual property rights in its pre-existing materials, methods, tools, software, templates, and know-how ("ProvenRun Materials") and in all deliverables created or arising pursuant to or in connection with the performance of the Services.

To the extent ProvenRun provides any deliverable to User in connection with Services, ProvenRun grants User a limited, non-exclusive, non-transferable license to use that deliverable solely for User's internal purposes and solely in connection with the Products covered by the applicable Order, subject to this Agreement, the Licensed Volume and authorized use of the Products. This license does not permit User to distribute deliverables to third parties, except as expressly permitted in writing by ProvenRun.

User remains responsible for its own data, systems, and environments used in connection with Services. User shall ensure it has all rights necessary for ProvenRun to access and process any Customer Data provided for performing Services.

3.2.5 Acceptance

If an Order, Service Description, or SOW specifies acceptance criteria and an acceptance procedure, those terms apply. Otherwise, acceptance occurs on the earlier of: (i) User's written acceptance; (ii) User's use of the deliverables in production or operational environments; or (iii) five (5) business days after delivery of the relevant deliverables, unless User provides written notice of material non-conformity within that period describing in reasonable detail the basis for rejection. ProvenRun will use commercially reasonable efforts to remedy the material non-conformity and re-submit the deliverable for acceptance under the same procedure.

3.2.6 Services warranty; exclusive remedies

ProvenRun warrants that it will perform Services in a professional and workmanlike manner, using personnel with appropriate skills and experience. User's exclusive remedy for a breach of this warranty is for ProvenRun, at its option, to: (a) re-perform the non-conforming Services; or (b) refund the fees paid for the non-conforming portion of Services. This Section states ProvenRun's entire liability and User's exclusive remedy for Services warranty claims.

Except as expressly stated in this Section, Services are provided "AS IS" and ProvenRun disclaims all other warranties and conditions to the maximum extent permitted by applicable law.

3.2.7 Fees and expenses

Fees for Services are set out in the applicable Order, Service Description, or SOW. Unless expressly stated otherwise, User shall reimburse ProvenRun for reasonable and documented out-of-pocket expenses incurred in performing Services that were pre-approved in writing by User (including travel for on-site Services). ProvenRun may invoice Services fees and approved expenses as specified in the applicable Order or SOW.

3.3 Service Packages (Service Description driven)

This Section governs Service Packages ordered under an Order and described in a Service Description. Service Packages are standardized services (for example, onboarding, configuration assistance, or health checks) delivered in accordance with the applicable Service Description.

Unless expressly stated in the applicable Service Description:

• Service Packages are limited to the scope, deliverables, and any included time allotment described in the Service Description.
• Service Packages must be scheduled and consumed within the period stated in the SOW, Order or Service Description; unused entitlements may expire without refund. Where no period is specified in the Order, SOW or Service Description, the period during which the Service Packages will expire is 12 months. No carry over of unused services is permitted.
• Service Packages do not include ongoing maintenance or support, training, custom development, or any work outside the scope described in the Service Description.
• If User requests work outside scope, the parties may agree to treat such work as Professional Services under Section 3.4 below.

3.4 Professional Services (SOW driven)

This Section governs Professional Services ordered under an Order and described in an SOW executed by both parties. Professional Services are services tailored to User's requirements and limited to the scope expressly stated in the SOW.

Unless expressly stated otherwise in the SOW:

• ProvenRun will provide Services remotely. If on-site Services are required, User shall provide site access, comply with reasonable site policies, and reimburse travel and related expenses as set out in the SOW or Order.
• ProvenRun is not responsible for User project management decisions, User security controls, compliance activities, or outcomes dependent on third-party systems, software, or infrastructure.
• No custom development will be performed unless the SOW expressly states that custom development is included and identifies the deliverables, acceptance criteria, and intellectual property terms for such development.
• ProvenRun is not responsible for migration of User data, logs, configurations, credentials, or other materials unless expressly stated in the applicable SOW.

3.5 Support & Maintenance Services

This Section governs maintenance and support services for Products ("Support & Maintenance"). Support & Maintenance is provided only if purchased under an Order (or included as part of a subscription or term license as specified in the applicable Order).

3.5.1 Scope of Support & Maintenance

Support & Maintenance may include, as applicable and as made generally available by ProvenRun for the relevant Product: (a) updates, (b) corrections of Errors, and (c) technical support. Support & Maintenance does not include installation or configuration services, training, data migration, operation of User environments, or any activities outside the scope described in the applicable Support Plan or Order.

Support & Maintenance for Products not covered by a current Support Plan (including Products designated as retired, discontinued, obsolete, or legacy) is not provided unless expressly agreed in an Order.

3.5.2 Supported versions and lifecycle

Support & Maintenance is provided only for supported versions of Products. Unless otherwise stated in an applicable Support Plan, supported versions generally include the current version and the immediately preceding version of the Product. ProvenRun may require User to upgrade to a supported version as a condition to receiving Support & Maintenance.

ProvenRun may publish an end-of-life policy and supported versions list in Documentation or otherwise make it available to User.

3.5.3 Support Plans and service levels

Support & Maintenance is delivered in accordance with the applicable support plan(s) purchased by User ("Support Plans"). Support Plans may set out, among other things, hours of coverage, severity definitions, target response times, and escalation procedures. Any service level commitments or credits, if offered, are set out exclusively in a separate Service Level Agreement ("SLA") or Support Plan document referenced in the applicable Order.

3.5.4 User responsibilities

User is responsible for: (i) installing updates and implementing corrections made available by ProvenRun; (ii) maintaining backups and business continuity for its environments; (iii) providing information and access reasonably required to reproduce and diagnose Errors; and (iv) designating qualified contacts to interface with ProvenRun support. Target response or resolution times (if any) commence only after ProvenRun receives sufficient information to reproduce or verify the reported Error, as further described in the applicable Support Plan.

3.5.5 Updates, upgrades, and optional enhanced support

As part of Support & Maintenance, User may receive minor or patch updates released generally to ProvenRun customers for the relevant Product, in accordance with the applicable Support Plan. Support & Maintenance does not include major version upgrades or new modules, options, or products that ProvenRun licenses separately, unless an Order expressly includes such items.

Additional support levels and optional services (for example, on-site support, support for non-standard platforms, or support for unsupported versions) may be purchased as enhanced or bespoke support, but only if expressly stated in an Order.

3.5.6 Maintenance term and renewals

Unless otherwise stated in the applicable Order, Support & Maintenance (if purchased) is provided for the term specified in the Order and may be renewed subject to ProvenRun's then-current terms and pricing. Changes to Support Plans or SLA terms do not take effect during a prepaid Support & Maintenance term unless expressly agreed by User; updated Support Plans may apply upon renewal. Support & Maintenance terminates upon termination of the underlying Product license or subscription for the relevant Product, unless otherwise stated in the Order.

Agreement Signature

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

ProvenRun
Name:
Title:
Date:

User
Company (legal entity):
Name:
Title:
Date: