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CHERWELL END-USER LICENSE AGREEMENT
<br />THIS END-USER LICENSE AGREEMENT ("EULA"), TOGETHER WITH ANY APPLICABLE CHERWELL ORDER
<br />CONFIRMATION FORM THAT REFERENCES THIS EULA (COLLECTIVELY, THE "AGREEMENT"), 15 BETWEEN
<br />CHERWELL SOFTWARE, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("CHERWELL"), AND THE CUSTOMER
<br />IDENTIFIED ON THE ORDER CONFIRMATION FORM ('CUSTOMER"), THIS AGREEMENT CONSTITUTES THE
<br />ENTIRE AGREEMENT BETWEEN CUSTOMER AND CHERWELL REGARDING THE CHERWELL SOFTWARE
<br />PRODUCTS ("LICENSED SOFTWARE") AND THE MAINTENANCE AND SUPPORT AND PROFESSIONAL SERVICES
<br />THAT ARE LISTED ON THE ORDER CONFIRMATION FORM. BY INSTALLING OR USING THE LICENSED
<br />SOFTWARE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND AGREES TO ALL OF THE TERMS AND
<br />CONDITIONS CONTAINED IN THIS AGREEMENT.
<br />1. GRANT OF LICENSE
<br />1.1 Perpetual License. The Licensed Software, which includes all configurable and executable
<br />application content or "Blueprints," is licensed to Customer for use subject to the terms of this Agreement.
<br />Cherwell hereby grants to Customer and Customer fully accepts, upon delivery, a nonexclusive,
<br />nontransferable and perpetual (unless terminated as provided below) right to use only the executable
<br />version (no source code) of the Licensed Software, Customer is allowed only the number of concurrent users
<br />of the Licensed Software as shown on the Cherwell Order Confirmation Form. If Customerwishes to expand
<br />the number of authorized concurrent users covered by the license, Customer can purchase additional user
<br />licenses. Customer's authorized concurrent users of the Licensed Software can include Customer, Its
<br />subsidiaries and affiliates, and their employees and authorized representatives, agents and contractors.
<br />Customer may install copies of the Licensed Software In non -production environments, for purposes of
<br />testing, development or disaster recovery, provided, however, that such copies cannot be used for
<br />production purposes and there cannot be more than one installation of the Licensed Software in a
<br />production environment. In no event shall the number of concurrent users In a production environment
<br />exceed the authorized concurrent users covered by the license.
<br />1.2 Intellectual Property Rights. The Licensed Software is protected by copyright and other intellectual
<br />property laws. Cherwell retains all rights, title and interest in and to the Licensed Software. Customeragrees
<br />that this is a license only and that no title passes to Customer. If Customer makes or installs copies of the
<br />Licensed Software as provided In this Agreement, the original and all copies of the Licensed Software may
<br />not leave Customer's control and are owned by Cherwell. Customer retains all rights to Its data.
<br />1.3 Restrictions. To the maximum extent permitted by applicable law, Customer may not resell or
<br />otherwise transferfor value the Licensed Software without the written consent of Cherwell. Customer may
<br />not export, ship, transmit, or re-export the Licensed Software in violation of any applicable lawor regulation,
<br />including, without limitation, the Export Administration Regulations issued bythe United States Department
<br />of Commerce and the United States trade embargoes and economic sanctions administered by the U.S.
<br />Treasury Department, Office of Foreign Assets Control, or any such similar law or regulation Issued by such
<br />othergovernmental entity which may have jurisdiction over such export. Customer agrees not to:(]) modify,
<br />decompile, disassemble or reverse engineer the object code portions of the Licensed Software; (ii) distribute,
<br />rent, lease or lend the Licensed Software; or (iii) use the Licensed Software except as expressly permitted
<br />under this Agreement.
<br />2. INDEMNIFICATION
<br />2.1 Cherwell shall defend, indemnify and hold Customer harmless against all third party claims, suits,
<br />proceedings, costs, damages, losses and expenses (including reasonable attorneys' fees), and judgments
<br />incurred, claimed or sustained by Customer arlsing out of or related to any allegation that any portion of the
<br />Licensed Software (including any updates, error corrections, or upgrades thereto), when used solely in the
<br />manner and forthe purpose 'for which it was licensed hereunder, violates any patent, copyright, trade secret,
<br />trademark, or other third party intellectual property right. If a claim is filed in a court or other administrative
<br />proceeding seeking to enjoin the use of the Licensed Software, Cherwell shall either: (i) at Cherwell's cost,
<br />procure for Customer the right to continue to use the relevant portion of the Licensed Software; (1I) replace,
<br />Cherwell US EULA (rev. 22 May 2015) Page 1 of 5
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