End User License Agreement

Enfocus

Contents
1. About this End User License Agreement................................................................................................ 3

2. Definitions............................................................................................................................................... 4

3. Grant of License......................................................................................................................................6

4. Limitations on Use.................................................................................................................................. 7

5. Back-up Software....................................................................................................................................9

6. Ownership and Copyright...................................................................................................................... 10

7. Warranties and Limitation of Liability.................................................................................................. 11

8. Export and Tax...................................................................................................................................... 12

9. Term and Termination.......................................................................................................................... 13

10. Open Source License Terms............................................................................................................... 14

11. Applicable law and competent jurisdiction......................................................................................... 15

ii
 Enfocus

1. About this End User License Agreement

BY YOUR USE OF THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS CONTENTS. YOU
ALSO AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT
OF AGREEMENT BETWEEN ENFOCUS AND YOU AND SUPERSEDES ALL PRIOR
REPRESENTATIONS OR AGREEMENTS, ORAL OR WRITTEN, BETWEEN ENFOCUS AND YOU
REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.
This Agreement also covers software owned by third parties. If no license or specific terms and
conditions are presented for acceptance the first time that third party software is invoked, then
the use of that third party software will be governed by this Agreement.
If You are not willing to comply with the terms and conditions of this Agreement, do not use the
Software. You should promptly return the Software to Enfocus or its authorized reseller.

3
 Enfocus

2. Definitions
Affiliate
means a company controlled by, controlling or under common control with a party to this
Agreement.

Agreement
means this End User License Agreement.

Authorized Users
in view of a Named User License, means named individuals or processes assigned by You
to use the Software, which may include, as far as individuals are concerned, Your officers,
employees and/or consultants and agents performing services for You or on Your behalf, and/
or officers or employees of third parties involved in the performance of Your internal business
purposes (e.g. approving customer workflows). Authorized Users may be assigned and changed
other than by automated means, provided that access credentials are not shared amongst
users, and provided further that the total number of Authorized Users active at any point in time
does not exceed the total number of licenses procured.

Client Seat
means any computer system, software application, or service that can access and run a
program window. This includes, but is not limited to, PCs, workstations, terminals, Terminal
Services Clients, virtual PCs and servers.

Enfocus
means Enfocus BV, having its registered office at Kortrijksesteenweg 1095, 9051 Ghent,
Belgium, or the Affiliate of Enfocus BV that fulfilled Your Software order.

Object Code
means work in a machine readable form that is not convenient to human understanding of the
program logic, and that can be executed by a computer using the appropriate operating system
without compilation or interpretation.

Open Source License Terms

means any terms or conditions which meet the definition of Open Source found at http://
www.opensource.org/docs/osd.

Order Document
means a quote, order confirmation and any other document(s) in writing or electronic format,
provided to You by Enfocus or its authorized reseller, which sets forth the Software licensed to
You under this Agreement and the Usage Restrictions applicable to that Software, if any.

Software
means the Object Code form of software and related manuals and documentation (in hard
copy only), including Enfocus software and other third party software, licensed under this
Agreement.

Usage Restrictions
are any restrictions in functionality or use of the Software, as stated in the documentation or
Order Document.

You

4
 Enfocus

means the entity on behalf of which this license was purchased or otherwise rightfully obtained.

5
 Enfocus

3. Grant of License
Enfocus grants You, and You accept from Enfocus, a non-exclusive, non-transferrable license
to use the Software solely for Your internal business purposes. The duration of such license
shall be controlled by the Order Document(s), and shall either be perpetual or recurring (i.e. a
Subscription based license) based upon such. Your continued use of the Software is subject to
the timely payment of charges as they become due.
In circumstances where the Software, in view of certain functionality, may use the services of
a third party datacenter, the license includes Your right to use said services solely for such
purposes, and requires Your compliance with the applicable Acceptable Use Policy that is
available at https://www.enfocus.com/termsandconditions, incorporated herein by reference.

6
 Enfocus

4. Limitations on Use
The following terms shall apply based on the type of license that you purchase:
The use of the Software is limited to the number of licenses procured.
Pertaining to Client Seat licenses, the same is licensed for use in the number of Client Seats set
forth by the Order Document.
Pertaining to Concurrent User licenses, the number of users using the Software simultaneously,
may, at no point in time, exceed the number of licenses procured.
Pertaining to Named User Licenses, the use of the Software, at any time, is limited solely to use
by the Authorized Users appointed and licensed at such time.
Pertaining to a Trial License, unless the Order Document states differently, Your use of the
Software is limited to one Client Seat, solely for internal testing and evaluation, and excludes
any other use including but not limited to the use of the software for commercial purposes.
Pertaining to Developer Licenses, unless the Order Document states differently, Your use of the
Software is limited to the creation of software configurations and settings in a test environment
aimed at testing, evaluation and quality assurance, and excludes any other use including but not
limited to the processing of live production jobs or files. Unless stated differently in the Order
Document, Developer Licenses are granted as perpetual licenses, provided that their continued
uninterrupted use may be prevented by license management routines.
Pertaining to Pre-Release Licenses, unless the Order Document states differently, Your use of
the Software is limited to internal testing and evaluation purposes aimed at determining the
capability of the Software to perform the functions described in preliminary documentation
separately provided, and excludes any other use including but not limited to the use of the
software for commercial purposes.
Pertaining to Tandem Licenses, Your use of such license is limited to use in combination with
existing licenses of the same Software previously procured.
Pertaining to all licenses: Absent Enfocus’ consent, You will not sell, re-license, sublicense,
transfer (to a different company or location), assign, lease or rent the Software. You may not
modify or translate the Software. If the Software is provided with or as part of a specific product
or device, You may not remove the Software from that product or device, and You may not use
any portion of the Software separately from or independent of that product or device. You will
not reverse engineer, decompile, or disassemble the Software or otherwise attempt to discover
the source code of the Software except to the limited extent expressly allowed by non-waivable
provisions of applicable law. You will not tamper with, bypass or alter the license management
routines included in the Software or use the Software in violation of any Usage Restrictions and/
or the license granted. If You receive an upgrade or update of the Software, You may continue
to use the Software, or the upgraded or updated version of the Software, but not both. Unless
otherwise expressly permitted in writing, You may not use, or permit others to use, the Software
for or on behalf of any third party, to run an outsourcing business, or for any purpose other than
Your internal business purposes. Further application specific restrictions may apply per the
Software documentation.
The Software includes license management routines, designed to limit the functionality of the
Software to the licensed functionality and/or to prevent the use of the Software outside the
scope of the license granted. In order to do so, certain information (such as access credentials
and other information as stated in the Enfocus Privacy Policy published at Enfocus’ website
www.enfocus.com) is collected by the Software and/or processed by Enfocus in geographical

7
 Enfocus

areas inside or outside the European Economic Area (including but not limited to the United
States of America). By entering into or accepting this Agreement, You consent to the above.

8
 Enfocus

5. Back-up Software
Your license includes making one complete copy of the Software solely for back-up purposes
and use in the event the original copy of the Software is unavailable.

9
 Enfocus

6. Ownership and Copyright

The Software and all intellectual property rights in it are and will at all times remain the sole
property of Enfocus and/or its third party licensors. You will not remove any proprietary notice
or other legend from the Software and You will reproduce those notices and legends on any
copies or partial copies that You are permitted to make.

10
 Enfocus

7. Warranties and Limitation of Liability

Enfocus warrants for a period of 90 calendar days after delivery (the “Warranty Period”) that the
Software will perform substantially in accordance with the accompanying user documentation
provided that the Software is used under normal operating and maintenance conditions, as
directed in the documentation, and in compliance with this Agreement. The warranties set
forth in this Agreement will not apply if defects arise out of accident, neglect, misuse, failure
of utilities, equipment failures, causes beyond Enfocus’ control, or use other than ordinary use
for which the Software is intended. This warranty does not cover any software, hardware or
materials not sold by Enfocus (the case being through a channel partner), or any combination of
Enfocus Software with the same. Any modifications to the Software by any persons other than
Enfocus or an authorized partner will void the warranty described in this Agreement and cause
an event of default under this Agreement.
In the event of a claim during the Warranty Period, Enfocus’ sole obligation will be to cause the
Software to substantially conform to its documentation (to the extent technically and reasonably
possible and on the condition that the error is reproducible) by amending or updating the
Software or supplying an alternative version of the product in which it is embedded. In the
event that Enfocus is unable to bring the Software into compliance with the warranty, You may
return the Software to Enfocus and You will be entitled to recover, as Your sole and exclusive
remedy, the fees paid for that non-complying Software, depreciated in accordance with standard
accountancy practices.
THIRD PARTY SOFTWARE, TRIAL SOFTWARE AND PRE-RELEASE SOFTWARE ARE PROVIDED
ON AN “AS IS” BASIS WITHOUT CONDITION OR WARRANTY OF ANY KIND, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EITHER
EXPRESS OR IMPLIED. THE WARRANTIES AND ENFOCUS’ LIABILITY DESCRIBED IN THIS
AGREEMENT ARE ENFOCUS’ EXCLUSIVE OBLIGATIONS AND YOUR EXCLUSIVE REMEDIES.
THEY ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NO
OTHER WARRANTIES, REMEDIES, OBLIGATIONS, LIABILITIES, RIGHTS, OR CLAIMS, WHETHER
ARISING IN TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE ARE MADE OR GIVEN BY
ENFOCUS, INCLUDING WITHOUT LIMITATION, ANY WARRANTY THE SOFTWARE IS ERROR
OR BUG FREE. NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, IS MADE EXCEPT AS SET
FORTH IN THIS AGREEMENT. ENFOCUS EXPRESSLY DISCLAIMS (AND YOU ACKNOWLEDGE
THAT IT DISCLAIMS) ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ENFOCUS, REGARDLESS
OF LEGAL THEORY, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, SUCH AS BUT NOT LIMITED TO ANY LOSS OF PROFIT, LOSS OF ANTICIPATED
SAVINGS, LOSS OF DATA, OR ANY OTHER ECONOMICAL ADVANTAGE, ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE PROCURED UNDER THIS
AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ENFOCUS’ LIABILITY
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SOFTWARE PROCURED
UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY AND FOR ALL CLAIMS IN
AGGREGATE, EXCEED THE PRICE YOU PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM.

11
 Enfocus

8. Export and Tax

You may not export or re-export the Software in violation of any applicable laws or regulations
including but not limited to those of the United States of America and the United Kingdom. In
addition, if the Software is identified as export controlled items under the export laws of the
United States of America or the United Kingdom, You represent and warrant that You are not
a citizen, or otherwise located within, an embargoed nation and that You are not otherwise
prohibited under applicable export laws from receiving or using the Software. All rights to use
the Software are granted on the condition that those rights are forfeited if You fail to comply with
the terms of this Agreement. In case of a transfer of licenses You agree to be responsible for
the payment of all taxes and duties (including but not limited to VAT, sales taxes, import taxes,
etc.) applicable or levied as a result of the import of the Software or of the transferred licenses
into the country or geographical area where the transferred licenses will be used, and agree to
indemnify and hold harmless Enfocus, its officers, agents and employees (the “Indemnitees”)
from and for any claims, suits and proceedings and any costs, fines and expenses awarded
against or incurred by the Indemnitees as a result of Your failure to pay such taxes or duties.

12
 Enfocus

9. Term and Termination

License commencement date. A license granted hereunder is effective from the earlier of the
date provided in the corresponding Order Document or date of activation of the Software.
Perpetual licenses. Unless otherwise defined by the Order Document, the Software is licensed on
a perpetual basis.
Trial Licenses, unless otherwise defined by the Order Document, automatically expire one (1)
month from the start of the trial.
Pre-Release Licenses are granted for the period defined in the Order Document and, unless
defined otherwise in the Order Document, automatically terminate upon the expiration of such
period.
Subscription based licenses are granted for the initial period defined by the Order Document (the
“Initial Term”). Following the Initial Term, if so indicated by the Order Document, Your license
shall automatically renew for consecutive periods equal to the Initial Term, subject to You
having paid all fees due and absent a notice of termination per the below (“Renewal Terms”).
Cancellation, termination and suspension of the license. For perpetual licenses, You may terminate
such license at any time upon written notice to Enfocus. For Subscription based licenses, either
party must give notice of non-renewal at least 10 days prior to the expiration of the then current
Initial or Renewal Term.
Without prejudice to any other remedy available to Enfocus:
• In case You fail to make a payment when due, Enfocus may, through technological means
or by providing You with a corresponding notification, forthwith suspend Your license and
prevent further use of the Software;
• This Agreement may be terminated “for Cause” as follows: This Agreement will terminate
automatically if a party fails to cure a breach of any of its obligations within thirty (30) days
from receipt of a written notice from the other party stating such breach. If the breach is
not capable of being remedied, termination will be effective upon receipt of the notification;
Enfocus further reserves the right to terminate this agreement upon written notice if You fail
to make any payment when due;
Upon the termination of this license, You will cease all use of the Software and return or
destroy all copies, full or partial, of the Software, as will be instructed to You, on a case-by-
case basis, by Enfocus. Enfocus may, in its sole discretion, provide replacement Software if the
original Software is lost, stolen, or corrupted. You agree to only use the replacement Software
or, if found or rendered usable, the original Software. You will not otherwise dispose of the
replacement or original Software.

13
 Enfocus

10. Open Source License Terms

If any part of the Software is subject to any Open Source License Terms, as indicated by
separate Open Source License Terms provided with the Software, the use and the license of
that part of the Software will be subject to those Open Source License Terms. In the event of
any contradiction or uncertainty between the license terms contained in this Agreement and
the Open Source License Terms with respect to the portions of the Software governed by Open
Source License Terms, the applicable Open Source License Terms will prevail.

14
 Enfocus

11. Applicable law and competent

jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the country,
state or other geographic designation where Enfocus is located, without reference to its
conflicts of laws principles. The United Nations Convention on the International Sale of Goods
will not apply. Each party hereby consents that any litigation between the parties relating to
this Agreement, breach, termination, or invalidity thereof, shall be conducted in the courts of
the country, state or other geographic designation where Enfocus is located, and the parties
irrevocably accept and submit to the exclusive jurisdiction of such courts. Notwithstanding the
previous, Enfocus shall also be entitled to bring any actions against You in the courts of the
jurisdiction or place where You are established, domiciled or operating, if the action concerns (1)
the collection of a debt, money owed or nonpayment of invoices, or the return of property, or (2)
the enforcement of Enfocus’ intellectual property rights.

15