Production Monitoring Third Party Terms

Tridium End User License:

TRIDIUM, INC. ("TRIDIUM") HAS DEVELOPED A STANDARDIZED ARCHITECTURE AND RELATED SOFTWARE FOR INTERCONNECTING DEVICES AND CONTROLLERS THAT INCLUDES ELEMENTS SOLD UNDER THE NAME “NIAGARA FRAMEWORK™”. THESE ELEMENTS TOGETHER WITH THE PRINTED OR ONLINE DOCUMENTATION FURNISHED BY TRIDIUM IN CONJUNCTION WITH THEM, WHETHER ACQUIRED BY YOU AS A SOFTWARE ITEM OR EMBEDDED IN HARDWARE ARE REFERRED TO BELOW AS THE “LICENSED SOFTWARE” AND ARE LICENSED UNDER THIS END USER LICENSE AGREEMENT. TRIDIUM IS WILLING TO PROVIDE A LIMITED LICENSE OF THE LICENSED SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING ON THE "I ACCEPT" BUTTON. BY CLICKING ON THE "I ACCEPT" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHERMORE, IF YOU ARE INSTALLING THE LICENSED SOFTWARE ON BEHALF OF, OR FOR THE BENEFIT OF, AN END USER, THEN BY CLICKING ON THE “I ACCEPT” BUTTON YOU ALSO REPRESENT THAT YOU ARE AUTHORIZED BY THE END USER TO ACCEPT THE TERMS OF THIS LICENSE FOR THE END USER AS THE AGENT OF THE END USER. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, OR IF YOU ARE NOT AUTHORIZED BY THE END USER TO ACCEPT THE TERMS OF THIS LICENSE AGREEMENT FOR THE END USER, CLICK ON THE "DO NOT ACCEPT" BUTTON TO DISCONTINUE THE INSTALLATION PROCESS. THE ACCEPTANCE OF THIS AGREEMENT IS REQUIRED FOR USE OF THE LICENSED SOFTWARE BY THE END USER OR BY ANYONE INSTALLING, CONFIGURING OR OTHERWISE OPERATING THE LICENSED SOFTWARE ON BEHALF OF THE END USER.

1. LICENSE GRANTS AND RESTRICTIONS.

1.1 Licensed Software. Subject to the terms and conditions contained herein, Tridium hereby grants you a non-transferable, non-exclusive, limited license to install, use and execute the Licensed Software on the single computer or controller identified by serial number or other means during the installation process (the "Designated System"), and to use the Licensed Software and the documentation furnished by Tridium in conjunction with it. You may transfer and use the Licensed Software on a backup computer system you own or lease if, and only for so long as, the Designated System is (i) inoperative or (ii) unavailable due to regularly scheduled maintenance, upon issuance by Tridium of a backup license key.

1.2 No Other Rights Granted. Apart from the license expressly granted herein, no license or other right is granted by Tridium to you under this Agreement, either directly or by implication, estoppel, or otherwise (including, but not limited to, the right to prepare derivative works). You shall have no right or access to the source code of the Licensed Software other than the source code, if any, for certain application program interfaces that are included with the Licensed Software. If any source code is included with the Licensed Software, it is provided solely as a reference, is provided subject to all of the limitations of Section 2 below, and may not be modified by you in any way. Furthermore, use of the Commercial Features of any Oracle product included as third party code in the Licensed Materials requires a separate license from Oracle. “Commercial Features” means those features identified in Table 1-1(Commercial Features in Java SE Product Editions) of the program documentation accessible at http://www.oracle.com/technetwork/java/javase/terms/products/index.html.

1.3 Security Assessments. In the event you wish to conduct penetration testing or a vulnerability assessment on the Licensed Software, you shall (i) provide Tridium a reasonable opportunity to participate in such testing, and (ii) provide Tridium with the results of such test, and a copy of any report or record made of the results of such test, promptly upon completion of the testing, whether or not Tridium elects to participate in the testing. If you discover, or reasonably suspect, that the Licensed Software is vulnerable to a security breach that could reasonably be prevented, you shall promptly advise Tridium of the vulnerability discovered or suspected. You may not conduct any test that decompiles any portion of the Licensed Software, whether firmware or in other form, into binary code, or otherwise exposes the binary code of any part of the Licensed Software. You acknowledge that if you conduct any penetration testing or vulnerability assessment on the Licensed Software without first installing the most recent security update issued by Tridium,

(i) any vulnerability to a security breach you may discover cannot be attributed to failure on the part of Tridium, and (ii) any statement to a third party indicating that the Licensed Materials have such a vulnerability may be a false statement for which you could be legally liable to Tridium.

2. YOUR RESPONSIBILITIES.

2.1 Restrictions on Use. You shall (i) use all commercially reasonable efforts to ensure that your employees comply with the terms of this Agreement; (ii) not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Licensed Software or any part thereof, or grant any other person or entity the right to do so or take any action that would assist any other person or entity in doing so and will promptly notify Tridium of any information that any other person or entity is attempting to copy, reverse engineer, disassemble, decompile, translate or modify the Licensed Software; (iii) not insert, delete, or replace, any end user license agreement, READMELICENSES file, baja.jar file, or any file with a “.license” extension (“license file”) in the licensed software, except that you may insert your own end user license agreement in the format permitted by Tridium, (iv) not insert any files except that you may insert modules purchased from Tridium or an authorized Tridium reseller or created with a copy of the Niagara Framework software licensed from Tridium if such modules do not interfere in any way with the function of the Licensed Software or with any restrictions on use of the software established by any license file; (v) not modify, change, prepare derivative works of, or otherwise alter, any Binary Code files or any end user license agreement, READMELICENSES file, or any license file included with the Licensed Software, including in particular, but without limitation, changing the behavior of any classes or subpackages; (vi) not create any classes, interfaces, or subpackages that are in any way identified as “java,” “javax,” “Sun,” “com.tridium” or “javax.baja” or similar convention as specified by Oracle in any naming convention designation; (vii) not loan, rent, lease, give, sublicense, transfer, publish, disclose, display, or otherwise distribute or make available the Licensed Software, in whole or in part, to any other person or entity, except that you may provide remote access to the Licensed Software to your customers to the extent necessary for them to view information or perform functions as part of a service you provide to them; (viii) not change the behavior of, and not modify, any application programming interface, whether by changing behavior of classes, by creating additional classes within any interface or otherwise causing the addition to or modification of the classes in an interface, and (ix) not incorporate any code included with the Licensed Software or any documentation in any product created by you using the Licensed Software.

2.2 Maintaining Security. YOU ACKNOWLEDGE THAT MAINTAINING THE HIGHEST LEVEL OF PROTECTION AVAILABLE FROM TRIDIUM AGAINST UNAUTHORIZED ACCESS TO THE LICENSED MATERIALS BY A THIRD PARTY REQUIRES PROMPT INSTALLATION OF ALL SECURITY UPDATES ISSUED BY TRIDIUM, AND THAT YOUR FAILURE TO DO SO MAY LEAVE THE LICENSED MATERIALS AND DATA AND DEVICES CONNECTED THROUGH THE LICENSED MATERIALS EXPOSED TO SUCH ACCESS.

3. TECHNICAL SUPPORT. Tridium shall have no obligation to provide technical support to you except as provided in a separate agreement signed by Tridium.

4. LICENSE FEES. The license fees paid by or for you to Tridium are paid in consideration of the licenses granted under this Agreement.

5. OWNERSHIP AND CONFIDENTIALITY.

5.1 Ownership by Tridium. Tridium retains all right, title and interest, in and to the Licensed Software (and any portions thereof). You shall not have any right, title, or interest to the Licensed Software except as provided in this Agreement, and further shall secure and protect the Licensed Software consistent with maintenance of Tridium's proprietary rights therein. You agree that you shall not contest or challenge, or take any action inconsistent with or that may damage or impair Tridium's ownership or rights, and further that you shall not contest or challenge, or take any action inconsistent with or that may damage or impair the ownership or intellectual property rights of Tridium's licensors. You shall not use the Licensed Software except as is expressly authorized in this Agreement.

5.2 Confidentiality. You acknowledge that the Licensed Software contains valuable trade secrets of Tridium and you agree to maintain the confidentiality of the Licensed Software using at least the same degree of care you use with your own confidential information. You further agree that any vulnerability of the Licensed Software to a security breach, and any information learned by you as a result of any investigation of the same, having been derived from the Licensed Software, is the confidential information of Tridium and that you will maintain the confidentiality of such information using at least the same degree of care you use with your own confidential information. The trade secrets included in the Licensed Software shall not be deemed to be public merely because individual parts of them are in the public domain, unless the combination of such trade secrets as included in the Licensed Software is itself in the public domain.

5.3 Protection of Your Data Stored on JACE 8000. Your data stored on a JACE control engine by means of this Licensed Software is protected by means of a password created by you or your designated contractor. In the event the password is lost, then upon the written request of a person Tridium believes to be the then current owner of the JACE and an authorized Tridium reseller, Tridium may provide to them a means of resetting the identity of the administrator for the Licensed Software on the JACE, provided they had physical access to the JACE. You agree that Tridium may do so and hereby WAIVE ANY CLAIM YOU MAY HAVE RELATED TO OR ARISING FROM TRIDIUM’S DOING SO.

6. THIRD-PARTY CODE. Additional copyright notices and license terms applicable to portions of the Licensed Software are set forth in the readmeLicenses.txt file provided with the Licensed Software. In addition to any terms and conditions of any third-party license identified in the readmeLicenses.txt file, the disclaimer of warranty and limitation of liability provisions contained below in paragraph 7 of this Agreement shall apply to all third party code contained in the Licensed Software.

7. WARRANTIES AND LIMITATIONS.

7.1 Disclaimer of Software Warranty. TRIDIUM LICENSES THE LICENSED SOFTWARE "AS IS," AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND. TRIDIUM SPECIFICALLY DISCLAIMS ALL INDIRECT OR IMPLIED WARRANTIES TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF, NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TRIDIUM, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY.

7.2 No Reliance. You hereby acknowledge that you have not relied on future availability of any programs or services in making any payment or entering into any payment obligation related to the Licensed Materials.

7.3 Limitation of Liability. NEITHER TRIDIUM NOR ANY OF ITS LICENSORS, OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES OR PENALTIES (INCLUDING DAMAGES FOR LOST PROFITS, LOST BUSINESS, LOSS OF USE PERSONAL INJURY, LOST OR CORRUPTED DATA, UNAUTHORIZED ACCESS TO, OR USE OR MISAPPROPRIATION OF DATA BY A THIRD PARTY OR ANY OTHER SECURITY BREACH, BUSINESS INTERRUPTION, AND THE LIKE), HOWEVER IT ARISES, WHETHER FOR BREACH, INDEMNITY, WARRANTY, OPERATION OF LAW, IN TORT, OR OTHERWISE, EVEN IF TRIDIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.4 Limitation of Remedies. IN NO EVENT SHALL TRIDIUM'S MONETARY LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE LICENSED SOFTWARE, TO YOU EXCEED THE AMOUNTS PAID TO IT BY YOU PURSUANT TO THIS AGREEMENT.

8. ASSURANCES BY YOU. There can be no assurances whatsoever that control systems such as the Licensed Software will protect any individual or his or her property from harm. Appropriate safety precautions must always be taken when operating or maintaining equipment connected to the Licensed Software, including without limitation the security protocols described here: here: https://www.niagara-community.com/articles/Developer_Document/Security-Central and/or available upon request sent to support@tridium.com. Tridium assumes no responsibility or liability for any injury or damage to any persons or property resulting from the use by you of the Licensed Software. Further, you represent and warrant that you will take appropriate precautions, establish appropriate procedures and post appropriate notices to ensure that persons and property are not harmed in the event of an error, malfunction or unexpected operation of the Tridium Licensed Software or products.

9. HIGH RISK APPLICATIONS. Unless Tridium has provided its express written consent for each component of the License Software, you will make reasonable business efforts to ensure that it is not used in any application in which the failure of the Licensed Software could lead to death, personal injury or severe physical or property damage, including, without limitation, environmental damage, (collectively, "High-Risk Applications"), including but not limited to the operation of nuclear facilities, mass transit systems, aircraft navigation or aircraft communication systems, air traffic control, weapon systems and direct life support machines. Tridium expressly disclaims any express or implied warranty or condition of fitness for High-Risk Applications.

10. INDEMNIFICATION. You shall indemnify and hold harmless Tridium from and against all losses, claims, damages or other causes of any nature or kind whatsoever (including reasonable attorney's fees) arising directly or indirectly out of third party claims concerning

11. (i) a breach of any of your obligations, covenants, representations or warranties contained herein; (ii) your selection of, transactions and/or agreements with any party that is an authorized Tridium reseller or distributor, systems integrator or trainer, or any other third party; (iii) any product developed by you using the Licensed Software; (iv) any combination of the Licensed Software, or any component of it, with any product developed by you using the Licensed Software or with any other product, equipment, device, software, system or data not supplied by Tridium, and (v) the negligence or intentional misconduct of you or your officers, employees, agents or contractors. You agree not to interpose any cross- claim, third party claim or similar claim against Tridium based on a claim, suit, action or proceeding threatened or commenced against you related to the Licensed Software and arising out of any matter other than a matter, if any, for which Tridium has agreed to indemnify you under a separate agreement signed by Tridium.

12. TERM AND TERMINATION. This Agreement is effective upon your clicking the "I Accept" button and shall continue until terminated. You may terminate this Agreement at any time by returning the Licensed Software and all copies and extracts to Tridium. Tridium may terminate this Agreement upon a material or continuing breach of this Agreement by you by the giving of 10 days prior written notice of termination, stating the cause therefor, with termination becoming effective at the close of said 10-day term if the breach is not then cured to the satisfaction of Tridium.

13. TRADEMARKS. Under no circumstances may you use the “Powered by Niagara Framework” trademark, or any other trademark or service mark of Tridium to identify goods or services provided by you except as expressly agreed to by Tridium in writing. You hereby acknowledge that Oracle owns the Java trademarks and all Java-related trademarks, logos and icons including the Coffee Cup and Duke (“Java Marks”) and agree to (a) comply with the Java Trademark Guidelines at https://www.oracle.com/legal/trademarks.html (b) not do anything harmful to or inconsistent with Oracle’s rights in the Java Marks or with Tridium’s rights in its trademarks, and (c) assist Oracle and Tridium, respectively, in protecting their trademark rights, including assigning to Tridium any rights acquired by the end user in any Tridium trademark and assigning to Oracle any rights acquired by the end user in any Java Mark.

14. GENERAL TERMS.

14.1 Assignment. You may assign this Agreement or your rights and obligations under this Agreement to a purchaser of the real property and/or hardware on which the software is installed, provided (i) you provide the purchaser with a copy of this Agreement and (ii) the purchaser agrees to comply with all of the terms and conditions of this Agreement. Tridium may assign this Agreement without your consent.

14.2 Export. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import the Licensed Software. The Licensed Software may not be used, sold, resold, sublicensed, diverted, transferred, reshipped, or otherwise exported or re-exported: (i) in, into or through any country designated as a terrorist supporting country by the U.S. government or any of its agencies; (ii) in, into or through any country for which the U.S. has an embargo or with which the U.S. or any of its agencies maintains comprehensive trade controls; (iii) to or by a national or resident of the countries described in (i) or (ii); or (iv) to or by any party included in the United States Department of Commerce's Denied Persons List, Entity List or Unverified List; or the United States Department of the Treasury's Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations or Debarred Persons List; or is otherwise designated by the U.S. government or any of its agencies as a party with which it is unlawful to do business.

14.3 Equitable Relief. You acknowledge that any breach of your obligations hereunder with respect to the Licensed Software or the confidential information of Tridium, including, without limitation, Section 5.1 and 5.2 above, will cause Tridium irreparable injury for which it has no adequate remedy at law. You further agree that Tridium will be entitled to seek and obtain equitable relief, including preliminary injunctions and temporary restraining orders, to prevent any unauthorized use of the Licensed Software and confidential information, without posting of bond or other security, in addition to all other remedies available to it under this Agreement or other applicable law.

14.4 Entire Agreement. This Agreement comprises the entire agreement between the parties relating to its subject matter. This Agreement supersedes all prior agreements and understandings, written or oral, express or implied. This Agreement can be amended or modified only by a writing executed in advance by duly authorized representatives of each of the parties hereto. In the event any foreign ministry or other governmental entity or agency makes any changes, deletions or modifications to this Agreement, holds any provision herein unenforceable or imposes any conditions or restrictions on either party to this Agreement which affects its ability to fully perform, Tridium shall have the right to immediately terminate this Agreement. By clicking the I ACCEPT button, you represent and warrant that all consents, approval or authorizations of third parties, foreign ministries or any governmental entities or agencies, required as a condition or otherwise necessary for you to enter into and perform its obligations under this Agreement have been duly obtained.

14.5 Waiver. A waiver of any breach of default of this Agreement shall not create a waiver of the term or of any subsequent breach of default.

14.6 Governing Law; Choice of Venue. The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the substantive laws of the Commonwealth of Virginia with respect to claims governed by state law and the laws of the United States with respect to claims arising under the laws of the United States, without regard to conflicts of laws principles and excluding the Convention on Contracts for the International Sale of Goods. Any action arising from or relating to this Agreement or the conduct of the parties pursuant hereto shall be commenced and heard solely within a federal or state court of competent jurisdiction found within the boundaries of the United States District Court for the Eastern District of Virginia, Richmond Division, and Tridium and you each consent to personal jurisdiction and venue in any such court.

14.7 Severability. Should any term or provision of this Agreement be finally determined by a court of competent jurisdiction to be void, invalid, unenforceable or contrary to law or equity, the offending term shall be modified and limited (or if strictly necessary, deleted) only to the extent required to conform to the requirements of law and the remainder of this Agreement (or, as the case may be, the application of such provisions to other circumstances) shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law.

14.8 Federal Government Use. With respect to any acquisition of the Licensed Software by or for any unit or agency of the U.S. Government ("Government"), the Licensed Software shall be classified as "Commercial Computer Software," as that term is defined in the applicable provisions of the Federal Acquisition Regulation ("FAR") and supplements thereto, including the Department of Defense (“DoD”) FAR Supplement ("DFARS"). The terms and conditions of this license agreement shall pertain to the Government’s use and disclosure of the Licensed Software, and shall supersede any conflicting contractual terms or conditions, except to the extent that any term or condition is inconsistent with Federal law. If the Government requires any rights that are not conveyed under this license agreement, such rights will be separately negotiated and shall be set forth in a separate agreement or an addendum to this license agreement.

Kepware (PTC) End User License:

PTC CUSTOMER AGREEMENT

THIS PTC CUSTOMER AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL, OR THE COMPANY OR OTHER ORGANIZATION ON WHOSE BEHALF SUCH INDIVIDUAL ACCEPTS THIS AGREEMENT, THAT EITHER (A) CLICKS THE “I ACCEPT” BUTTON BELOW OR (B) INSTALLS, ACCESSES, OR USES ANY SOFTWARE OR DOCUMENTATION FROM PTC (“CUSTOMER”), AND PTC INC. OR, IF THE PURCHASE WAS MADE IN A COUNTRY SPECIFIED ON SCHEDULE A TO THIS AGREEMENT, THE PTC AFFILIATE SPECIFIED ON SCHEDULE A (AS APPLICABLE, “PTC”).

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE ACCEPTING THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY INSTALLING, ACCESSING, OR USING ANY SOFTWARE OR DOCUMENTATION FROM PTC, CUSTOMER HEREBY AGREES TO BE BOUND BY THIS AGREEMENT AND REPRESENTS THAT IT IS AUTHORIZED TO DO SO.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT OR IF YOU DO NOT HAVE AUTHORITY TO BIND THE COMPANY OR OTHER ORGANIZATION ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT, CLICK THE “I DECLINE” BUTTON AND RETURN TO PTC THE SOFTWARE AND DOCUMENTATION PRODUCTS PROVIDED TOGETHER WITH THIS AGREEMENT IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED WHEN YOU CLICK THE “I DECLINE” BUTTON. NOTE THAT FAILURE TO COMPLY WITH SUCH INSTRUCTIONS WITHIN THE TIME PERIOD SPECIFIED WILL VOID ANY RIGHT YOU WOULD OTHERWISE HAVE HAD FOR A REFUND OF ANY FEES PAID.

THE LICENSED PRODUCTS MAY CONTAIN TECHNOLOGY FOR LICENSE MANAGEMENT AND FOR THE PREVENTION OF UNLICENSED USE. WHEN LICENSED PRODUCTS ARE ACTIVATED, INSTALLED, OR FIRST USED BY A LICENSED USER, AND PERIODICALLY FOR LICENSE MANAGEMENT AND PRODUCT IMPROVEMENT PURPOSES, INFORMATION ABOUT THE USE OF THE PROGRAMS, AND THE COMPUTER MAY BE TRANSMITTED TO PTC. DETAILS OF THE INFORMATION TRANSMITTED TO PTC BY THE LICENSED PRODUCTS CAN BE FOUND ON https://www.ptc.com/en/documents/policies. IF CUSTOMER DID NOT OBTAIN THE LICENSED PRODUCT FROM PTC DIRECTLY, FROM AN AUTHORIZED PTC DISTRIBUTOR OR RESELLER OR FROM THE PTC ONLINE STORE (AT WWW.PTC.COM), CUSTOMER IS USING AN ILLEGALLY OBTAINED UNLICENSED VERSION OF THE APPLICABLE LICENSED PRODUCT. PTC REGARDS SOFTWARE PIRACY AS THE CRIME IT IS AND PURSUES (BOTH CIVILLY AND CRIMINALLY) THOSE WHO TAKE PART IN THESE ACTIVITIES. AS PART OF THESE EFFORTS, PTC UTILIZES DATA MONITORING AND SCOURING TECHNOLOGIES TO OBTAIN AND TRANSMIT TO PTC DATA ON USERS OF ILLEGAL COPIES OF LICENSED PRODUCTS. IF CUSTOMER IS USING AN ILLEGAL COPY OF SOFTWARE, CEASE USING THE ILLEGAL VERSION AND CONTACT PTC TO OBTAIN A LEGALLY LICENSED COPY. By using this software, you ACKNOWLEDGE THAT PTC WILL COLLECT, USE, AND TRANSFER INFORMATION ABOUT THE USE OF THE LICENSED PRODUCTS INCLUDING INFORMATION THAT MAY BE PERSONAL DATA FOR THE PURPOSES OF IDENTIFYING USERS OF ILLEGAL COPIES OF OUR SOFTWARE.

In order to understand the preferences of our software users, PTC uses data monitoring technologies to obtain and transmit data on system use and performance and for gathering user data and use metrics on users of our software. We will share this data within PTC, its affiliated companies and our business partners, including within the United States and elsewhere for technical and marketing purposes and will endeavor to ensure that any such data transferred is appropriately protected. Our commercial licenses permit users to opt-out of this data collection and our student/educational versions only collect data on system use and performance.

PTC is a global company and therefore If you are using PTC software, visiting a PTC website or communicating electronically with us, information may be processed outside of the country in which you reside and various communications will necessarily result in a transfer of this information across international boundaries. See clause 10.8 for further details.

By opting-in to the collection of certain personal data as you are able to with PTC commercial software, you acknowledge PTC’s collection, use, and transfer of your personal data in accordance with PTC’s privacy policy.

CAPITALIZED TERMS NOT DEFINED IN THE TEXT BELOW ARE DEFINED IN SCHEDULE B AT THE END OF THIS AGREEMENT.

SCHEDULE A TO THIS AGREEMENT CONTAINS ADDITIONAL (OR ALTERNATIVE) TERMS APPLICABLE TO SPECIFIC GEOGRAPHIES.

1. Orders and Payment

1.1. Customer may order Licensed Products and/or Support Services by submitting to PTC (directly or through a Reseller) a completed Quote and such other order documentation as is required by PTC. Each order for Licensed Products accepted by PTC shall be deemed to be separate and distinct from any order by Customer for Support Services. CUSTOMER MAY NOT CANCEL AN ORDER ONCE PTC HAS ACCEPTED IT. Other than the line items that serve to order Licensed Product(s) and/or Support Services, in no event shall any other terms of any Customer purchase order modify this Agreement or become binding on PTC.

1.2. Customer shall be obligated to pay the applicable fees for the Licensed Products and/or Support Services ordered. All fees and other charges due hereunder are due and payable in full within thirty (30) days of the date of the invoice, or later if specified on the invoice. Customer shall be responsible for all sales, use, VAT, transfer and other taxes and duties imposed by any federal, state, municipal or other governmental authority relating to the Licenses granted or the Support Services provided hereunder, exclusive, however, of taxes based on the net income of PTC. Customer shall pay interest at the rate of one and one half percent (1.5%) per month (or, if less, the maximum amount permitted by law) on all sums due under this Agreement which remain unpaid thirty (30) days after due, such interest to commence on the due date. Customer shall pay PTC’s reasonable attorneys’ fees and costs incurred by PTC in collecting overdue amounts, and/or in any controversy or litigation arising under or in connection with the Licensed Products and/or this Agreement in which Customer does not prevail against PTC in all of the claims.

2. License

2.1. License Grant. Upon PTC’s acceptance of an order for Licensed Products, PTC grants to Customer a License to install and use the Licensed Products identified in the Quote during the applicable License Term, solely for Customer’s internal business purposes and solely in accordance with this Agreement and the applicable usage and license-type restrictions identified in the Quote and the Licensing Basis Document. Notwithstanding the foregoing, if the Licensed Product is being provided by PTC on an “evaluation” or “trial” basis, such License will be instead to install and use the Licensed Product solely to evaluate such Licensed Products, and Customer agrees not to use the Licensed Product in any commercial applications or for productive purposes. Also, if the Licensed Product is sold on a “demo and test” or “non-production” basis (or similar designation), such Licensed Product may not be used in a production environment.

2.2. Designated Country/Servers. Except in the case of Global or Restricted Global Licenses, Customer may only install and operate Licensed Products on the applicable Designated Server situated in the applicable Designated Country. Customer may, from time to time, change the Designated Server and/or the Designated Country in which Customer seeks to install or operate a Licensed Product, provided that in each case (i) Customer shall give prior written notice to PTC of any such change, and (ii) upon moving the Licensed Products to a different Designated Country, Customer shall pay the associated Uplift Fees.

2.3. Additional Restrictions on Use. Customer shall not permit any persons who are not Permitted Users to access or use the Licensed Products. As a condition of the grant of license set forth in Section 2.3, Customer shall not and shall not permit any third party(ies) to:

(i) modify or create any derivative work of any part of the Licensed Products;

(ii) rent, lease, or loan the Licensed Products;

(iii) use the Licensed Products, or permit them to be used, for third-party training, to deliver software implementation or consulting services to any third parties, or for commercial time-sharing or service bureau use;

(iv) disassemble, decompile or reverse engineer the Licensed Products or the file format of the Licensed Products, or otherwise attempt to gain access to the source code or file format of the Licensed Products, except as expressly permitted in Schedule A, if applicable;

(v) sell, license, sublicense, loan, assign, or otherwise transfer (whether by sale, exchange, gift, operation of law, or otherwise) to any third party the Licensed Products, any copy thereof, or any License or other rights thereto, in whole or in part, without in each case obtaining PTC’s prior     written consent, except to the extent that any of the foregoing are explicitly authorized in the Quote and/or the Licensing Basis Document;

(vi) alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices on or in any copies of the Licensed Products; and

(vii) copy or otherwise reproduce the Licensed Products in whole or in part, except (a) as may be required for their installation into computer memory for the purpose of executing the Licensed Products in accordance with this Section 2, and/or (b) to make a reasonable number of copies solely for back-up purposes (provided that any such permitted copies shall be the property of PTC and Customer shall reproduce thereon all PTC copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices contained in the original copy of the Licensed Product obtained from PTC).

2.4. Restriction on Installation Location. Except for “Global” licenses (as specified in the product name), all of PTC’s products are restricted such that they may only be installed in the Designated Country. Where Customer desires to change the country of installation, Customer is required to notify PTC and, where the list prices for such licenses are higher in the proposed new country of installation, uplift fees are required based on the difference.

2.5. Restrictions on User Location (Concurrent User Products). Except for “Global” and “Restricted Global” licenses, PTC products that are licensed on a Concurrent User basis may only be used by persons physically located in the country where the products are installed, and all of the software components shipped as part of that product (for example, client code and license server) may only be installed in the Designated Country. However, where a person who is normally located in that country is traveling abroad, that person can check out the license for a limited period of time (for most products two weeks), during which time period such license is not available on Customer’s network. Users who are not employees of the Customer may use PTC products licensed on a Concurrent User basis only while physically located at a Customer site. The restrictions in this paragraph apply only to Concurrent User products, not to PTC products that are licensed on a different basis than Concurrent User.

2.6. Global/Restricted Global Licenses. A “Global” License allows the Customer to install, operate and use such Licensed Product at any of the Customer’s site(s) throughout the world, notwithstanding any restrictions in the License Agreement in relation to limiting use of Licensed Products to the country of installation, but subject to compliance with all applicable export laws and regulations. A “Restricted Global” License allows the Customer to install, operate and use such Licensed Product at any of the Customer’s site(s) located in the Designated Country and/or in any Permitted Country, notwithstanding any restrictions in the License Agreement in relation to limiting use of Licensed Products to the country of installation. “Permitted Countries” means China, India, Russia, the Czech Republic, Poland, Hungary, Malaysia, South Africa, Israel, Mexico, Brazil, Argentina, and Romania.

2.7. Third Party Components and Bundled Third Party Products. Certain of the Licensed Products may contain embedded third party software components for which additional terms apply. The current additional terms are set forth on the Schedule of Third Party Terms available on the Licensing Documents Webpage.

2.8. Additional Restriction(s). Additional product-specific provision(s) and terms applicable to third party components included in or with the Licensed Products may apply to particular Licensed Products, as specified in the Licensing Basis Document, which is hereby incorporated by reference.

3. Support

3.1. Support Services Plan; Levels of Support Services. Upon PTC’s acceptance of Customer’s order for a subscription License or for Support Services in respect of the Licensed Products, PTC and/or its authorized subcontractors shall provide Support Services in accordance with these terms for a time period of twelve (12) months or for such other period specified in Customer’s order accepted by PTC (a “Support Services Plan”). If Customer at any time discontinues Support Services and subsequently wishes to obtain Support Services, Customer must pay (i) the then current fees for Support Services and (ii) the fees for Support Services for any period for which Customer has not purchased Support Services; provided, however, that Customer will be required to purchase new licenses if the Support Services lapse period exceeds twelve months. The then current levels of Support Services offered and Support terms are available https://www.ptc.com/en/documents/legal-agreements/support-documents.

3.2. If Customer elects Support Services for a particular Licensed Product, all of Customer’s licenses of such Licensed Product must be on Support Services (i.e., partial Support orders or partial renewals are not permitted).

4. Compliance

4.1. License Usage Assessments. To confirm Customer’s compliance with the terms and conditions of this Agreement, Customer agrees that PTC may perform usage assessments with respect to Customer’s use of the Licensed Products. Customer agrees to provide PTC access to Customer’s facilities and computer systems, and cooperation from Customer’s employees and consultants, as reasonably requested by PTC in order to perform such assessments, all during normal business hours, and after reasonable prior notice from PTC.

4.2. Reports. Upon written request from PTC, Customer agrees to provide to PTC an installation and/or usage report with respect to the Licensed Products (and in the case of Registered User Products, as specified in the Licensing Basis Document, such report shall include a list of all individuals for whom Customer has issued a password or other unique identifier to enable such individual to use the Registered User Product). Each such report shall be certified by an authorized representative of Customer as to its accuracy within ten (10) business days after receipt of PTC’s written request. For any period in which Customer’s use of the Licensed Products exceeds the number and/or the scope of the Licenses in effect during such period for such Licensed Products, Customer agrees to pay for any such excess usage, including applicable license and Support Services fees, and without limiting any other rights or remedies to which it is entitled, failure to pay shall be grounds for termination in accordance with Section 9.1 hereof.

5. Intellectual Property

PTC and its licensors are the sole owners of the Licensed Products and of any copies of the Licensed Products, and of all copyright, trade secret, patent, trademark and other intellectual or industrial property rights in and to the Licensed Products. All copies of the Licensed Products, in whatever form provided by PTC or made by Customer, shall remain the property of PTC, and such copies shall be deemed to be on loan to Customer during the License Term. Customer acknowledges that the License granted hereunder does not provide Customer with title to or ownership of the Licensed Products or any copies thereof, but only a right of limited use consistent with the express terms and conditions of this Agreement. Customer shall have no rights to the source code for the Licensed Products and Customer agrees that only PTC shall have the right to maintain, enhance, or otherwise modify the Licensed Products.

6. Warranty; Disclaimer of Warranties

See Schedule A for a modified version of this Section 6 for Licensed Products licensed and used in Germany, Austria or Switzerland.

6.1. Warranty. PTC warrants to Customer that PTC is authorized to grant the License(s). PTC further warrants that the Licensed Products will be free from Errors during the Warranty Period. “Warranty Period” means: (a) for perpetual software licenses, the ninety day period commencing on the date PTC makes the Licensed Product available to Customer or Customer’s designee, and (b) for subscription licenses, the term of the subscription. PTC shall have no warranty obligations hereunder with respect to any (i) Errors attributable to any modifications or customizations of the Licensed Products, (ii) Licensed Products that are provided by PTC free of charge to Customer, and/ or (iii) Bundled Third Party Products (as defined in the Schedule of Third Party Terms). PTC’s issuance of a New Release will not re-start a Warranty Period that has expired.

6.2. Sole Remedy. PTC’s and its licensors’ entire liability and Customer’s exclusive remedy for any breach by PTC of the warranty given in the second sentence of Section 6.1 above shall be, at PTC’s sole discretion, either to (a) replace the Licensed Product(s) that contains the Error, or (b) use diligent efforts to repair the Error. PTC’s obligations set forth in the preceding sentence shall apply only if notice of the Error is received by PTC within the Warranty Period and Customer supplies such additional information regarding the Error as PTC reasonably requests. If PTC does not replace the applicable Licensed Product(s) and/or does not repair the Error (either by providing a bug fix, a workaround or otherwise) within a reasonable time after PTC receives written notice of the Error and associated information from Customer, upon return of such Licensed Product(s) and any copies thereof, PTC will provide a refund of: the perpetual license fees paid by Customer for the Licensed Product(s) that contains the Error, and (ii) the prepaid subscription fees for the remainder of the subscription term for the Licensed Product(s) that contains the Error, in each case upon return of such Licensed Product(s) and any copies thereof.

6.3. No Additional Warranties. No third party, including any employee, partner, distributor (including any Reseller) or agent of PTC or any of its Resellers or sales agents is authorized to give any representations, warranties or covenants greater or different than those contained in this Agreement with respect to any Licensed Products or Support Services, except as specifically set forth in a written agreement signed on behalf of Customer by an authorized officer and on behalf of PTC by its legal counsel.

6.4. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 6, PTC DISCLAIMS (AND CUSTOMER WAIVES) ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND/OR ANY WARRANTY THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR RETURN ON INVESTMENT. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RESULTS OBTAINED FROM USING THE LICENSED PRODUCTS, INCLUDING THE ADEQUACY OF INDEPENDENT TESTING OF RELIABILITY, SECURITY AND ACCURACY OF ANY ITEM DESIGNED USING LICENSED PRODUCTS. PTC DOES NOT WARRANT THAT THE OPERATION OR OTHER USE OF THE LICENSED PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO CUSTOMER’S DATA, COMPUTERS OR NETWORKS. WITHOUT LIMITING THE FOREGOING, PTC WILL HAVE NO LIABILITY ARISING FROM ANY SECURITY INCIDENT OR DATA LOSS THAT WOULD HAVE BEEN PREVENTED IF CUSTOMER HAD IMPLEMENTED A security solutions, devices or features (including “patches,” fixes and updates) for the LICENSED PRODUCTS provided OR MADE AVAILABLE by PTC TO CUSTOMER.

7. Indemnification; Infringement

7.1. PTC’s Obligation to Indemnify Customer. PTC, at its own expense, will defend any action brought against Customer based on a claim that any Licensed Product infringes a United States, European Union or Japanese patent, copyright or trademark and, at its option, will settle any such action or will pay any final judgment awarded against Customer, provided that: (a) PTC shall be notified promptly in writing by Customer of any notice of any such claim; (b) PTC shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same (save where one or more of the exclusions in Section 7.3 applies); and (c) Customer shall cooperate fully at PTC’s expense with PTC in the defense, settlement or compromise of such claim. This Section states PTC’s sole and exclusive liability, and Customer’s sole remedy, for any and all claims relating to infringement of any intellectual property right.

7.2. PTC’s Right to Act to Prevent a Claim. If a claim described in Section 7.1 hereof occurs or, in PTC’s opinion, may occur, Customer shall permit PTC, at PTC’s option and expense to: (a) procure for Customer the right to continue using the Licensed Product; (b) modify the Licensed Product so that it becomes non-infringing without materially impairing its functionality; or (c) terminate the applicable Licenses, accept return of the applicable Licensed Products and grant Customer a credit thereon. For Licenses purchased with a perpetual License Term, such credit shall be equal to the license fees paid by Customer for such Licensed Product depreciated on a straight-line, five year basis. For Licenses purchased on a term license or subscription basis, such credit shall be equal to the prepaid license or subscription fees for the remainder of the License Term.

7.3. Exclusions from PTC’s Obligation to Indemnify Customer. PTC shall have no liability to Customer under Section 7.1 hereof or otherwise to the extent that any infringement or claim thereof is based upon: (a) use of the Licensed Product in combination with equipment or software not supplied hereunder where the Licensed Product itself would not be infringing; (b) use of other than a current release of the Licensed Product(s) provided to Customer; or (c) modification of the Licensed Product by anyone other than PTC or its employees or agents.

8. Limitation of Liability

See Schedule A for a modified version of this Section 8 for Licensed Products licensed and used in Germany, Austria or Switzerland.

8.1. The warranty and indemnification provisions of Sections 6 and 7 hereof state the entire liability of PTC, its subsidiaries and affiliates, and each of their respective directors, officers, employees or agents, with respect to the Licensed Products and Support Services, including (without limitation) any liability for breach of warranty, or for infringement or alleged infringement of patent, copyrights, trademarks, trade secrets and other intellectual or proprietary rights by the Licensed Products, or their use.

8.2. EXCEPT FOR PTC’S INDEMNIFICATION OBLIGATIONS IDENTIFIED IN SECTION 7.1 ABOVE AND EXCEPT FOR CLAIMS FOR DEATH OR PERSONAL INJURY, THE MAXIMUM LIABILITY OF PTC AND ITS AFFILIATES, RESELLERS, DISTRIBUTORS AND LICENSORS ARISING OUT OF, OR RELATING TO, THE CREATION, LICENSE, FUNCTIONING, USE OR SUPPLY OF THE LICENSED PRODUCTS OR THE PROVISION OF SUPPORT SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, SHALL NOT, (I) FOR LICENSES PURCHASED ON A PERPETUAL BASIS, EXCEED THE FEES PAID BY CUSTOMER FOR THE LICENSED PRODUCTS OR SUPPORT SERVICES THAT GAVE RISE TO THE CLAIM, AND (II) FOR LICENSES PURCHASED ON A TERM OR SUBSCRIPTION BASIS, EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO DAMAGES FOR THE LICENSED PRODUCTS OR SUPPORT SERVICES THAT GAVE RISE TO THE CLAIM.

8.3. IN NO EVENT SHALL PTC AND ITS AFFILIATES, RESELLERS, DISTRIBUTORS AND LICENSORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR: (A) ANY LOSS OF PROFIT, LOSS OF USE DAMAGES, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF SALES, LOSS OF REPUTATION OR LOSS OF ANTICIPATED SAVINGS; (B) ANY LOSS OR INACCURACY OF DATA OR BUSINESS INFORMATION OR FAILURE OR INADEQUACY OF ANY SECURITY SYSTEM OR FEATURE; AND (C) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED; IN EACH CASE EVEN IF PTC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4. Nothing in this Section 8 will excuse or limit Customer’s obligation to pay the applicable fee(s) for all authorized or unauthorized use of the Licensed Products.

8.5. Customer agrees not to bring any suit or action against PTC, and/or its subsidiaries and affiliates, PTC’s licensors and/or any of their respective directors, officers, employees or agents for any reason whatsoever more than one year after the cause of action arises.

9. Term and Termination of Licenses or Support Services

9.1. Events Causing Termination. This Agreement and all Licenses and the provision of Support Services will terminate thirty (30) days after written notice from PTC specifying a breach of this Agreement, including failure to make any payment due to either PTC or a Reseller in connection with the Licensed Products in a timely manner, if that breach is not, within that thirty (30) day period, remedied to PTC’s reasonable satisfaction.

9.2. Effects of Expiration or Termination. Upon expiration of a given License Term and/or any expiration or termination of this Agreement, Customer shall promptly pay all sums owed by Customer, return to PTC the original copies of all Licensed Products for which the License Term has expired or has been terminated, destroy and/or delete all copies and backup copies thereof from Customer’s computer libraries, storage facilities and/or hosting facilities.

9.3. Survival. Sections 1.2, and 3 through 10 shall survive expiration or termination of this Agreement.

10. General

10.1. Governing Law and Jurisdiction. Unless otherwise stated in Schedule A, all disputes arising under, out of, or in any way connected with this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without reference to conflict of laws principles (and specifically excluding the Uniform Computer Information Transactions Act). The parties hereby expressly disclaim the application of the U.N. Convention for the International Sale of Goods. All disputes arising under, out of, or in any way connected with this Agreement shall be litigated exclusively in the state or federal courts situated in the Commonwealth of Massachusetts, and in no other court or jurisdiction. Notwithstanding the foregoing or anything to the contrary, PTC shall have the right to bring a claim in any court of competent jurisdiction to enforce any intellectual property rights and/or protect any confidential information. Customer stipulates that the state and federal courts situated in the Commonwealth of Massachusetts shall have personal jurisdiction over its person, and Customer hereby irrevocably (i) submits to the personal jurisdiction of said courts and (ii) consents to the service of process, pleadings, and notices in connection with any and all actions initiated in said courts. The parties agree that a final judgment in any such action or proceeding shall be conclusive and binding and may be enforced in any other jurisdiction. Each party waives its right to trial by jury in connection with any dispute arising out of this Agreement.

10.2. Notices. Any notice or communication required or permitted under this Agreement shall be in writing. Any notice provided under this section shall be deemed to have been received: (a) if given by mail, five (5) business days after posting; (b) if given by express courier service, the second business day following dispatch; or (c) if given by fax, upon receipt thereof by the recipient’s fax machine.

10.3. Assignment, Waiver, Modification. Customer may not assign, transfer, delegate or sublicense any of Customer’s rights or obligations hereunder (including without limitation by operation of law or by sale of Customer assets, whether directly or by merger, and a change in control of Customer shall be deemed to be an “assignment” for purposes of the foregoing) without PTC’s prior written consent, and any such attempted delegation, assignment, transfer or sublicense shall be void and a breach of this Agreement. No waiver, consent, modification, amendment or change of the terms of this Agreement shall be binding unless in writing and signed by PTC and Customer. PTC reserves the right to charge a transfer fee for any proposed assignment, transfer or sublicense of this Agreement or any Licenses purchased hereunder.

10.4. Compliance with Laws.

(i) Each party shall be responsible for its own compliance with applicable laws, regulations and other legal requirements relating to the conduct of its business and this Agreement. Further, Customer represents and warrants that it will use the Licensed Products, as well as related technology and services, in full compliance with applicable laws and regulations.

(ii) Customer hereby warrants and represents that neither Customer nor any of Customer’s directors, officers or affiliates are listed on the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List, the U.S. State Department’s Nonproliferation Sanctions List, the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or the Sectoral Sanctions Identifications (SSI) List (collectively, the “Restricted Party Lists”). Customer acknowledges and agrees that the Licensed Products and related technical data and services are subject to the export control laws and regulations of the United States and any country in which the Licensed Products or related technical data or services are developed, received, downloaded, used, or performed. Further, Customer understands and acknowledges that the release of software or technology to a non-U.S. person within the United States or elsewhere abroad is deemed to be an export to the non-U.S. person’s home country or countries, and that the transfer of the Licensed Products or related technology to Customer’s employees, affiliates, or any third party, may require a license from the United States Government and possibly other applicable authorities. Customer shall be solely responsible for determining whether Customer’s use or transfer of the Licensed Products or related technology or services requires an export license or approval from U.S. or other authorities, and for securing all required authorizations.

10.5. Severability. The unenforceability or invalidity of any provision shall not affect the validity of the remaining provisions, and such provisions determined to be invalid shall be deemed severed from this Agreement and replaced with terms which as closely as possible approximate the intent of such invalid provisions.

10.6. Entire Agreement. This Agreement is the complete and exclusive statement of the contract between PTC and Customer with respect to the subject matter hereof. No waiver, consent, modification, amendment or change of this Agreement shall be binding unless in writing and signed or otherwise expressly acknowledged by PTC and Customer.

10.7. Third Party Beneficiaries. It is agreed by the parties to this Agreement that PTC’s third party licensors are intended beneficiaries of this Agreement and have the right to rely upon and directly enforce its terms with respect to the products of such licensors.

10.8. Processing Personal Data: All personal data received, or collected by PTC in connection with the performance of its obligations will be processed in accordance with the Data Processing Terms and Conditions and PTC’s privacy policy, both of which are available at https://www.ptc.com/en/documents/policies. Customer acknowledges that, PTC is part of a global company with global operations, and that personal data may be processed outside Customer’s country. All such transfers of personal data shall be in accordance with applicable data privacy laws. Customer certifies that it has obtained any personal data provided to PTC in accordance with applicable data protection laws.

10.9. Marketing. Customer agrees that while this Agreement is in effect, PTC shall be authorized to identify Customer as a customer/ end-user of PTC software and services (as applicable) in public relations and marketing materials.

10.10. Government Licensees. If Customer is a United States Governmental entity, Customer agrees that the Licensed Products are “commercial computer software” under the applicable federal acquisition regulations and are provided with the commercial license rights and restrictions described elsewhere herein. If Customer is acquiring the Licensed Product(s) under a United States government contract, Customer agrees that Customer will include all necessary and applicable restricted rights legends on the Licensed Products to protect PTC’s proprietary rights under the FAR or other similar regulations of other federal agencies. Customer agrees to always include such legends whenever the Licensed Products are, or are deemed to be, a deliverable under a government contract.

Schedule A - Purchases from PTC Affiliates

If the Customer has obtained a License to any Licensed Products in one of the following countries, the entity granting the License is specified below and, notwithstanding Section 10.1 of this Agreement, the governing law and jurisdiction shall be as set forth below.

* Specific Provisions for Austria, Germany and Switzerland:

For Licensed Products licensed and used in Austria, Germany or Switzerland, the following provisions shall apply. The following provisions shall have no applicability to any Licensed Products or Services purchased outside of Austria, Germany or Switzerland. References to sections below are references to the applicable sections in the body of the Agreement

• Section 2.3 (iv) above shall not apply to the extent that (i) the processes Customer undertakes are required to achieve information necessary to achieve interoperability of an independently created computer program with other software programs, (ii) the further requirements of Section 69e of the German Copyright Act are fulfilled and (iii) PTC, upon Customer’s written request, has not made available the information required for this within a reasonable period.
• Sections 6.1 (Warranty), 6.2 (Sole Remedy), 6.3 (No Additional Warranties) and 6.4 (Disclaimer of Warranties) are hereby replaced by the following provisions:

6. Warranty; Disclaimer of Warranties

Sections 6.1 to 6.6 apply to warranty claims with regard to perpetual licenses; for warranty claims with regard to subscription licenses Section 6.7 applies.

6.1 Warranty Period, Restarts and Investigation Duty. The limitation period for warranty claims shall be twelve (12) months from delivery. Any replacement of the Licensed Product(s) and/or repair of Errors will not restart the warranty period. The prerequisite for the Customer’s warranty claims (Mangelanspruche) is that: (i) the Customer inspects the Licensed Products according to Section 377 German Commercial Code, (ii) the defect is an Error as defined in this Agreement, (iii) the Error already existed at the time of delivery and (iv) the Customer effects a proper notification of the Error. Customer shall provide notifications of Errors to PTC in writing and Customer shall provide specific details of the Error as deemed reasonable under the specific circumstances. Customer shall notify PTC of obvious Errors in writing within one week of delivery and of latent Errors within one week of discovery of such Error. The periods specified are preclusion periods.

6.2 Remedies. In the event of an Error, PTC in its sole discretion may: (a) replace the Licensed Product(s) or (b) repair the Error, provided that notice of the Error is received by PTC within the periods set forth in Section 6.1 and Customer provides such additional information regarding the Error as PTC may reasonably request. If the repair (either by providing a bug fix, a workaround or otherwise) or replacement is not successful (after at least two repair attempts for the same Error by PTC within a reasonable period of time), Customer shall be entitled, at Customer’s choice, to either: (i) rescission of the affected order so that PTC provides a refund of the license fees paid by Customer for the applicable Licensed Product(s) containing the Error upon return of such Licensed Product(s) and any copies made thereof or (ii) a reasonable reduction in the purchase price. Replacements or repairs shall be made without acknowledgement of a legal obligation and shall not suspend the limitation period for warranty claims related to the Licensed Products.

6.3 Warranty Exceptions. PTC shall have no warranty obligations hereunder with respect to any (i) New Releases, (ii) Errors attributable to any modifications or customizations of the Licensed Products, (iii) Licensed Products that are provided by PTC free of charge to Customer, and/or (iv) Bundled Third Party Products (as defined in the Schedule of Third Party Terms).

6.4 No Additional Warranties. No employee, partner, distributor (including any Reseller) or agent of PTC or any of its resellers or sales agents is authorized to give representations, warranties or covenants greater or different than those contained in this Agreement, except as specifically set forth in a written agreement signed on behalf of Customer by an authorized officer and on behalf of PTC by its legal counsel or Corporate Controller. Apart from claims for damages based on Errors that are subject to the limitation of liability as set forth in Section 8, the obligations provided for in this Section 6.1 to 6.6 shall be PTC’s exclusive liability in case of warranty claims.

6.5 Customer Responsibility. The Licensed Products are intended to be used by trained professionals and are not a substitute for the exercise by Customer of professional judgement, testing, safety and utility in their use. Customer is solely responsible for any results which were obtained by using the Licensed Products, including the adequacy of independent testing of reliability and accuracy of any item designed using Licensed Products.

6.6 Qualities (Beschaffenheit), Guarantees. Qualities of the Licensed Products stated in publications of PTC or its sales representatives, in particular in advertising, in drawings, brochures or other documents, including presentations in the Internet, or on packaging and labeling of the Licensed Products, or which fall under trade usages, shall only be deemed to be covered by the contractual quality of the Licensed Products if such qualities are expressly contained in an offer or an order confirmation in writing. Guarantees, in particular guarantees as to quality, shall be binding on PTC only to the extent to which they (i) are contained in an offer or an order confirmation in writing, (ii) are expressly designated as “guarantee” or “guarantee as to condition” (Beschaffenheitsgarantie), and (iii) expressly stipulate the obligations for PTC resulting from such guarantee.

6.7. Warranty claims with regard to subscription licenses

6.7.1 PTC will provide and maintain the subscription licenses in a suitable condition for the contractual use (“fitness for contractual use”). The maintenance of the subscription licenses’ fitness for contractual use will be provided by way of Support Services in accordance with the terms and conditions for Support Services as set out under http://support.ptc.com/support/services/support-policies/, such Support Services being included with the purchase of subscription licenses without additional fee. The obligation to maintain the Licensed Products does not include adjustments to changes in operating conditions or the IT environment, in particular to changes in hardware or operating systems or to new file formats.

6.7.2 In the event of an Error as defined in Schedule B affecting a Licensed Product’s fitness for contractual use, PTC at its sole discretion may (a) replace the Licensed Product(s) that contains the Error or (b) repair the Error, provided that the notice of the Error is received by PTC promptly after discovery of such Error by Customer and Customer provides such additional information regarding the Error as PTC reasonably requests. If the repair (either by providing a bug fix, a workaround or otherwise) or replacement fails finally (after at least two attempts for the same Error from the side of PTC within reasonable periods of time), Customer shall be entitled, at Customer's choice, to (a) a termination of the Licensed Product(s) containing the Error so that PTC provides a refund of the prepaid subscription fees for the remainder of the subscription term for the Licensed Product(s) containing the Error upon return of such Licensed Product(s) and any copies made thereof or (b) a reasonable reduction in the subscription fee of the respective Licensed Product(s). Replacements or repairs shall be made without acknowledgement of a legal obligation and shall not suspend the limitation period for warranty claims related to the Licensed Products.

6.7.3 PTC's liability for damages without fault (verschuldensunabhangige Haftung) for defects that existed upon PTC’s acceptance of an order is excluded.

6.7.4 The Customer's right to terminate for deprivation of use in accordance with section 543 para. (2) sentence 1 no. 1 BGB (German Civil Code) shall be excluded, unless the repair or replacement is deemed to have finally failed.

6.7.5 The provisions set out in in Sections 6.3, 6.4 sentence 1, 6.5 and 6.6 apply.

6.7.6 Apart from claims for damages based on Errors that are subject to the limitation of liability as set forth in Section 8, the obligations provided for in this Section 6.7 shall be PTC’s exclusive liability in case of warranty claims.

Section 8 is hereby replaced by the following provisions:

8. Limitation of Liability

8.1 Liability Categories. PTC shall be liable for damages, regardless of the legal grounds, only if: (i) PTC breaches a material contractual obligation (cardinal obligation) culpably (i.e., at least negligently), or (ii) the damage has been caused by gross negligence or wilfull intent on the part of PTC or (iii) PTC has assumed a guarantee.

8.2 Predictability. PTC’s liability shall be limited to the typical, foreseeable damage: (i) if PTC breaches material contractual obligations (cardinal obligations) with slight negligence, or (ii) if employees or agents of PTC who are not officers or executive staff have breached other obligations by gross negligence, or (iii) if PTC has assumed a guarantee, unless such guarantee is expressly designated as guarantee as to condition (Beschaffenheitsgarantie).

8.3 Maximum Amount. In the cases of Section 8.2 (i) and (ii), PTC’s liability shall be limited to a maximum amount of EURO 1,000,000 or, in case of purely financial losses, to a maximum amount of EURO 100,000.

8.4 Indirect Damages. In the cases of Section 8.2, PTC shall not be liable for indirect damages, consequential damages or loss of profit.

8.5 Liability Period. Customer’s claims for damages against PTC and/or PTC’s affiliates, regardless of the legal grounds, shall expire at the latest one year from the time the Customer gains knowledge of the damage or, irrespective of this knowledge, at the latest two years after the damaging event. For claims based on Errors of the Licensed Product(s), the warranty limitation period pursuant to Section 6.1 shall apply.

8.6 Mandatory Liability. PTC’s liability pursuant to the German Product Liability Act (Produkthaftungsgesetz), for injury of life, body and health, for fraudulent concealment of a defect or for the assumption of a guarantee as to condition (Beschaffenheitsgarantie) remains unaffected.

8.7 Employees. Sections 8.1 to 8.6 shall also apply in the case of any claims for damages of Customer against employees or agents of PTC and/or PTC’s affiliates.

8.8 Contributory Negligence. In the event of a guarantee or liability claim against PTC any contributory fault of Customer must be taken into account accordingly, particularly in the event of inadequate fault notification or inadequate data securing. It constitutes inadequate data securing if the client, among others, does not, by way of appropriate state of the art security measures, take precautions against external influences, e.g. computer viruses and other phenomena which could put individual data or an entire data stock at risk.

Section 10. is hereby amended by adding the following Section 10.10:

10.10 The Parties agree that the processing of personal data by PTC for Customer shall be governed by the terms of the Controller-Processor Agreement at http://www.ptc-de.com/rechtliche-hinweise-und-marken/datenschutz/auftragsdatenverarbeitungsvertrag. The Customer may also return a countersigned copy of the Controller-Processor Agreement to PTC.

Schedule B - Definitions

“Designated Country” - the country of purchase unless otherwise specified in writing on the order documentation at the time of purchase.

“Designated Server” - the computer server located in the Designated Country that has one unique instance of the applicable installed Licensed Product application.

“Documentation” - the applicable Licensed Product user manuals provided or made available by electronic means by PTC as part of the Licensed Product.

“Error” - a failure of the Licensed Product to conform substantially to the applicable Documentation, provided that Customer informs PTC of such failure in writing.

“License” - the non-exclusive, non-transferable right, without any right to sub-license, to install and use a Licensed Product (in object code form).

“License Term” - the time period during which the License for the applicable Licensed Products shall be in effect as specified in the part name of the Licensed Product or in the applicable Quote. In the absence of a stated license term, the License Term shall be perpetual, except that the License Term for evaluation Licenses shall be no longer than thirty days. The License Term of a “subscription” License is as specified in the Quote and/or the invoice.

“Licensed Products” - the computer software products identified in the applicable Quote and Documentation provided with such computer software products.

“Licensing Basis Document” - the “Licensing Basis” document located at the Licensing Documents Webpage, which specifies the licensing basis of PTC’s different products and states certain additional product-specific terms and conditions.

“Licensing Documents Webpage” - https://www.ptc.com/en/legal-agreements

“New Release” - a modified or enhanced version of a Licensed Product that is designated by PTC as a new release of that product and that PTC makes generally available to its Support Services customers.

“Permitted User” - an individual who is authorized by Customer to use the Licensed Products, such use to be solely in accordance with the terms and conditions of this Agreement. Permitted Users are limited to Customer’s employees, consultants, subcontractors, suppliers, business partners and customers who (i) are not competitors of PTC or employed by competitors of PTC and (ii) are directly involved in the utilization of the Licensed Products solely in support of Customer’s internal business purposes.

“Quote” - the product schedule, quote, or other written agreement provided to, or signed by, Customer in connection with the purchase of the applicable Licensed Products and/or Support Services.

“Reseller” - a third-party appointed and authorized by PTC to resell or distribute any Licensed Products and/or Support Services to Customer.

“Support Services” - the provision of New Releases and, depending on the level of Support Services ordered, may also include telephone support, web-based support tools, and correction of Errors.

“Uplift Fee” - a fee based upon the difference between the License fee applicable to installation of the applicable Licensed Product in the original Designated Country and the License fee applicable to the installation of such Licensed Product in the Designated Country to which Customer wishes to move that Licensed Product.