Apryse Embedded Functionality License Terms

These Apryse Embedded Functionality License Terms (the “Terms”) constitute a legal agreement between Apryse Software Inc. (“Licensor”) and the licensee identified on the applicable Statement of Work (“Licensee”). Licensee wishes to license certain Software Functionality from Licensor, to be provided solely as part of the Creatio Product(s).

1. DEFINITIONS. In these Terms, the capitalized terms listed below will have the following meanings:

“Documentation” means documentation accompanying the Software as may be provided by Licensor.

“End Users” means any person to whom Licensee licenses or otherwise makes available or accessible, directly or indirectly, the Creatio Product(s), for their internal or personal use only.

“Intellectual Property Rights” means all patents, copyrights, inventions, trade secrets, know-how, trade dress, trademarks and any other intellectual property rights recognized in any country or jurisdiction in the world.

“Creatio Product(s)” refers to Creatio EMEA Ltd.’s (“Creatio”) own software product(s), application(s) or program(s) that have been licensed to Licensee by Creatio as set out in Exhibit A.

“License Term” in respect of any license, means the initial term specified in the applicable Statement of Work and includes any renewal terms (if applicable), unless terminated hereunder or expired.

“Maintenance and Support” has the meaning given to it in Section 8.

“Statement of Work” means a document executed between Apryse and Creatio that identifies an End User and specifies the Software licensed by Creatio solely as part of the Creatio Product(s), and the applicable Software Functionality that will be available for use within the Creatio Product(s) for such End User. For clarity, Licensee is not a party to any Statement of Work.

“Software” means the Apryse software, in object code form only, that Apryse licenses to Creatio and that Creatio embeds within the Creatio Product(s) to enable the Software Functionality. The Software is not provided or licensed to Licensee separately.

"Software Functionality" means Licensor’s Software features indicated on the applicable Statement of Work provided by Licensor as part of the Creatio Product(s).

"Use", "Used" or "Using" means to use, access, install, download, copy or otherwise benefit from using the Software Functionality.

2. LICENSE GRANT AND RESTRICTIONS.

2.1 License. Subject to the terms and conditions of these Terms, Licensor grants Licensee a non-exclusive, non-transferable right to access and use the Software Functionality solely as it is made available within the Creatio Product(s), as set out in the applicable Statement of Work between Apryse and Creatio. No rights are granted to the underlying Software, source code, object code, components, or any standalone Apryse product.

2.2 Restrictions. Licensee shall not, and shall not permit any third party to: (a) Use the Software Functionality for any purpose that is not expressly permitted by these Terms; (b) breach or exceed any Use restrictions or limits specified in the applicable Statement of Work; (c) access, Use, distribute, expose or make available the Software Functionality or any part of it as an API, service, toolkit, software development kit, or as any other means for developing, training, testing or enabling third-party products or services; (d) Use, reproduce, distribute, sublicense, lease or otherwise make available any part of the Software Functionality to any third party; (e) Use the Software Functionality for custom development projects for any third party; (f) distribute, Use or make available the Software Functionality as part of a stand-alone PDF or document processing application that could compete with any Licensor product or service; (g) modify, adapt, translate or create any derivative works of the Software Functionality; (h) Use the Software Functionality in a manner that infringes upon the lawful rights of others or in contravention of any and all applicable laws (including without limitations all applicable trademark and copyright laws); (i) to the maximum extent allowed by law, reverse-engineer, reverse-compile or decompile, disassemble or otherwise attempt to discover the source code or underlying algorithms of the Software or the Software Functionality or (j) attempt, cause, permit or encourage any third party to do any of the foregoing. The Software Functionality may be suspended, limited or restricted, in whole or in part, to prevent the illegal or unauthorized, or usage of the Software or Software Functionality, or usage of the Software or Software Functionality that violates the terms and conditions of these Terms or a Statement of Work.

2.3 No Access to Embedded Software Components. Licensee acknowledges that the Software is embedded within the Creatio Product(s) and is not provided to Licensee separately. Licensee shall not, directly or indirectly, access, extract, decompile, disassemble, probe, or otherwise attempt to obtain, modify, or use any embedded components of the Software, including any libraries, modules, APIs, or underlying code, whether by technical means, workarounds, or any other method.

2.4 Use Limited to the Creatio Product(s). Licensee’s rights to use the Software are strictly limited to the use of the Software Functionality solely within the Creatio Product(s). Licensee shall have no right to access, invoke, run, or use the Software separately from, or independently of, the Creatio Product.

2.5 External End User Terms. If Licensee makes the Creatio Product(s) which incorporates the Software available to external third party End Users, Licensee will ensure such external End Users’ use of the Creatio Product(s) is governed by the terms and conditions of Licensee’s then current end user agreement or terms of service for the applicable Creatio Product(s), which terms (i) will not be inconsistent with the terms and conditions of these Terms and in particular with respect to the protection of Licensor’s Intellectual Property Rights, and (ii) will be at least as restrictive and protective of Licensor’s rights as the terms of these Terms and Licensee’s agreement with its End Users for the Creatio Product(s).

2.6 Licensee Contractors. Licensee will be entitled to use contractors to carry out activities in exercise of Licensee’s rights under these Terms provided that any use of contractors shall be subject to the terms and conditions of these Terms, and it shall be Licensee’s responsibility to ensure the strict adherence by its contractors to the terms and conditions of these Terms. Licensee will be responsible for any failure of a Licensee contractor to comply with the obligations and responsibilities of Licensee under these Terms to the same extent as if such failure was that of Licensee.

3. INTELLECTUAL PROPERTY RIGHTS. The Software Functionality is licensed, not sold. As between the parties, Licensor retains all right, title and interest in and to the Software and the Software Functionality, the Documentation, and all copies thereof and in all related copyrights, trade secrets, trademarks and any other Intellectual Property Rights embodied therein or used in association with the Software and the Software Functionality. No right or license will be implied by estoppel or otherwise, other than the rights and license expressly granted to Licensee under these Terms. For the avoidance of doubt, all rights in relation to the Software and Software Functionality not expressly granted in these Terms are reserved by Licensor. If Licensee provides any suggestions, feedback or improvements to the Software Functionality, Licensor will have the right to use and have others use such suggestions, feedback and improvements for any purpose. As between the parties, other than in respect of the Software and Software Functionality, the Creatio Product(s) and all Intellectual Property Rights therein are Creatio’s property.

4. [INTENTIONALLY REMOVED]

5. FEES.

5.1 No Fees Payable to Apryse by Licensee. These Terms do not require or authorize Licensee to make any payments to Apryse. All fees payable by Licensee in connection with the Creatio Product(s) or the Software Functionality are governed solely by the agreement(s) between Licensee and Creatio. Apryse has no responsibility for, and shall have no liability arising from, any fees, billing, invoicing, payments, refunds, credits, or other commercial terms between Licensee and Creatio.

5.2 Taxes. Licensee is solely responsible for any taxes, duties, or other governmental assessments payable by Licensee under its agreement(s) with Creatio. For clarity, Apryse does not collect or assess taxes from Licensee.

5.3 Overdue Amounts. Any remedies for non‑payment, late payment, or overdue amounts related to Licensee’s use of the Creatio Product(s) are governed exclusively by the agreement(s) between Licensee and Creatio. Apryse has no responsibility for enforcing, collecting, or managing such obligations.

6. CONFIDENTIALITY. “Confidential Information” means any and all information disclosed by either party (the “Discloser”) to the other party (the “Recipient”), whether in written or electronic form or verbally, which is marked or identified at the time of disclosure as “confidential” or “proprietary” or which should reasonably be understood by the Recipient to be confidential or proprietary, including, but not limited to the License Key, any information that relates to business plans, services, pricing, marketing or finances, research, product plans, products, developments, markets, software (including source and object code), hardware configuration, computer programs, and algorithms of the Discloser. The Recipient hereby agrees that it will not use any Confidential Information received from the Discloser except for the purposes contemplated by these Terms or as expressly authorized in writing by the Discloser. The Recipient will use the same degree of care to protect the Discloser’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. The Recipient will not disclose the Discloser’s Confidential Information to any person or entity other than its employees, contractors and agents who need access to such Confidential Information in order to effect the intent of these Terms and who are bound by confidentiality terms no less restrictive than those in these Terms. The restrictions set forth in this Section will not apply to any Confidential Information that (a) was known to the Recipient prior to its disclosure by the Discloser; (b) is or becomes publicly known through no wrongful act of the Recipient; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; (d) is independently developed by the Recipient without reference to the Discloser’s Confidential Information; or (e) has been approved for release by the Discloser’s prior written authorization. No party shall be liable for disclosure of the Confidential Information of the other party if such disclosure is required by valid court order, law, regulation, or by stock exchange requirement, provided that the party required to disclose the information provides prompt advance notice thereof, to the extent practicable, to enable the Discloser to seek a protective order or otherwise prevent such disclosure.

7. [INTENTIONALLY REMOVED]

8. MAINTENANCE AND SUPPORT. All support for the Software and Software Functionality is provided solely by Creatio under its agreement with Licensee. Apryse does not provide support directly to Licensee and has no obligation to assist Licensee with respect to the Software Functoinality or any functionality of the Creatio Product(s). (the “Maintenance and Support”).

9. TERM AND TERMINATION.

9.1 Term. Unless otherwise terminated hereunder, the term of any license granted under these Terms shall commence on the effective date of the applicable Statement of Work between Apryse and Creatio that identifies Licensee and authorizes Creatio to make the applicable Apryse Software Functionality available to Licensee (each a “Creatio SOW”), and will expire at the end of the term specified for such Licensee in the Creatio SOW. These Terms are effective as of the date of the initial Creatio SOW and, unless otherwise terminated hereunder, will remain in effect until all licenses under any Creatio SOW have expired or been terminated. For clarity, Licensee is not a party to any Statement of Work (including any Creatio SOW); each Statement of Work governs only the scope and duration of the Apryse Software Functionality that Creatio is licensed to make available to Licensee. These Terms will automatically terminate upon the earlier of: (a) the expiration or termination of the applicable Creatio SOW, subject to Apryse’s obligation to honour such Statement of Work through its stated term; or (b) the termination or expiration of Licensee’s rights to access the corresponding Creatio Product(s).

9.2 Termination. A party may terminate these Terms for cause (i) upon 30 days written notice to the other party of a material breach of these Terms by the other party if such breach remains uncured at the expiration of such period (for greater certainty, non-payment of any fees due is a material breach), or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon termination or expiry of these Terms or a license granted hereunder: (a) any and all rights granted to Licensee under these Terms and any applicable Statement of Work; (b) Licensee shall immediately cease all Use of the Creatio Product(s) that contains the Software, including the Software Functionality; and (c) if so requested by Licensor, Licensee shall certify in writing that all such Use has ceased within 10 days of any such request (except to the extent some but not all of the licenses granted hereunder have expired or been terminated). The following provisions will survive termination of these Terms, Sections 2.2, 3, 5, 6, 9.1, 11, 12, 13, 14.1, 14.2, 14.3, 14.4, 14.5, 14.6, 14.8, 14.9 and 14.11.

10. WARRANTIES. Apryse provides no warranties of any kind directly to Licensee. Any warranties relating to the Creatio Product(s), the Software, or the Software Functionality are provided solely by Creatio under its agreement with Licensee.

11. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN SECTION10,THE SOFTWARE FUNCTIONALITY IS PROVIDED TO LICENSEE "AS-IS" AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTIBILITY, MERCHANTABLE QUALITY, INTEGRATION, SATISFACTORY QUALITY, DESIGN, DURABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, QUIET ENJOYMENT OR QUIET POSSESSION AND THOSE ARISING BY STATUTE OR IN LAW, OR FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED OR DISCLAIMED. LICENSOR CANNOT AND DOES NOT WARRANT THAT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USING THE SOFTWARE FUNCTIONALITY WILL MEET LICENSEE’S NEEDS, THAT THE SOFTWARE FUNCTIONALITY WILL OPERATE WITHOUT INTERRUPTIONS OR THAT IT WILL BE ERROR-FREE.

12. LIMITATION OF LIABILITY. LICENSEE AGREES THAT ANY CLAIMS, DISPUTES, OR REMEDIES ARISING FROM THE USE OF THE CREATIO PRODUCT OR THE SOFTWARE, MAY BE BROUGHT SOLELY AGAINST CREATIO. APRYSE SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY MATTER ARISING OUT OF OR RELATING TO THE CREATIO PRODUCT OR THE SOFTWARE.

EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL LICENSEE’S AGGREGATE MAXIMUM LIABILITY TO LICENSOR (INCLUDING LIABILITY TO A PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY THE LICENSOR), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THIS TERMS, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF ANY DUTY) OR OTHERWISE EXCEED THE AMOUNT LICENSEE HAS PAID (OR IS PAYABLE) TO CREATIO FOR THE CREATIO PRODUCT(S) OVER THE 12 MONTH PERIOD PRIOR TO THE DATE THE CLAIM ARISES. DESPITE THE FOREGOING, NO LIMITATION ON THE MAXIMUM AGGREGATE LIABILITY OF LICENSEE SET FORTH ABOVE SHALL APPLY TO CLAIMS OR COSTS ARISING: (A) OUT OF THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 OF THESE TERMS; (B) OUT OF LICENSEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (C) UNDER OR IN CONNECTION WITH LICENSEE’S BREACH OF SECTION 2 OR SECTION 6 OF THESE TERMS; OR (D) FROM LICENSEE VIOLATING THE INTELLECTUAL PROPERTY RIGHTS OF LICENSOR, WHICH INCLUDES USE OF INTELLECTUAL PROPERTY OUTSIDE OF THE APPLICABLE LICENSE SCOPE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR’S AGGREGATE MAXIMUM LIABILITY TO LICENSEE (INCLUDING LIABILITY TO A PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY THE LICENSEE), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THIS TERMS, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF ANY DUTY) OR OTHERWISE EXCEED $0. THIS LIMITATION DOES NOT APPLY TO LICENSOR’S LIABILITY FOR (A) ITS OWN WILFUL MISCONDUCT; OR (B) LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

13. INDEMNIFICATION.

13.1 Licensee Indemnification. Licensee agrees to indemnify and hold Licensor harmless from and against any and all costs, losses, liabilities or expenses (including reasonable legal fees) arising out of third party claims against Licensor: (a) in connection with any act or omission of Licensee including, without limitation, any unauthorized Use, sharing or attempted access of the Software or Software Functionality; (b) Licensee’s breach of these Terms; (c) Licensee’s access to or use of the Creatio Product(s), the Software or Software Functionality in violation of applicable law, third-party rights, or the restrictions in these Terms; (d) any combination of the Creatio Product(s) with any services, software, data, content, systems, or technology not supplied by Licensor; and (e) any claim relating to Licensee’s data, materials, or content processed through the Creatio Product(s).

13.2 Indemnification Procedure. The party seeking indemnity under these Terms (the “Indemnified Party”) will (a) promptly give written notice to the other party subject to the indemnity obligations (the “Indemnifying Party”) of any claim for which indemnity is sought (provided that failure to promptly give notice will not relieve the Indemnifying Party of its indemnification obligation, except to the extent that the Indemnifying Party can demonstrate that it has been prejudiced as a result of such failure); and (b) allow the Indemnifying Party to control the defense or settlement of the claim, and provide all reasonable assistance in connection therewith, at the Indemnifying Party’s request and expense. The Indemnified Party may participate in the defense or settlement of any such claim at its own expense. The Indemnifying Party agrees that it will not settle any claim in a manner which would impose any obligation on the Indemnified Party or restrict the Indemnified Party’s right, title or interest, including all Intellectual Property Rights in the Indemnified Party’s products or services, without the Indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed.

14. GENERAL

14.1 Entire Agreement. These Terms constitute the entire agreement between Licensee and Licensor with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous representations, statements, understandings or agreements, written or oral, between the parties regarding such subject matter. These Terms and may only be modified or supplemented in writing expressly stated for such purpose and signed by the parties to these Terms. In the event that Licensee issues a purchase order or other instrument used to pay fees to Licensor, any terms and conditions set forth therein which constitute terms and conditions which are in addition to those set forth in these Terms or which establish conflicting terms and conditions to those set forth in these Terms are expressly rejected by Licensor and shall have no effect. There are no third-party beneficiaries under these Terms.

14.2 Notices. All notices or other communications required to be given hereunder will be in writing, and shall be deemed to have been duly given and received (a) if sent via certified mail, return receipt requested, or by recognized courier service, on the date shown on the return receipt or on the courier confirmation of delivery, (b) if sent via electronic mail or similar electronic transmission, on the date of transmittal if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day, provided the sender does not receive a message that the email has not been received or the recipient is “out of the office”, or (c) if delivered personally or by any other means, as of the date received, and in each case shall be addressed to such party to the address specified in the Statement of Work or at such other address as a party shall designate in writing from time to time and shall be marked “Attention: Legal Notices”. In the case of notices to Licensor, a copy of any notice shall also be sent to legalnotices@apryse.com.

14.3 Relationship. The parties’ relationship under these Terms is that of independent contractors. No partnership or joint venture is intended to be created by these Terms and no principal-agent or employer-employee relationship. Neither party will have any authority and will not represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party under these Terms.

14.4 Assignment. Licensee shall not assign or transfer these Terms nor any of its rights and duties under these Terms, in whole or in part, whether by merger, operation of law or otherwise without the prior written consent of Licensor. Any change of control of Licensee will be deemed to constitute an assignment for the purposes of this Section. Licensor may assign these Terms, in whole or in part, to any third party provided that any such third party agrees in writing to perform all of the obligations of Licensor hereunder.

14.5 Governing Law. The application of the United Nations Convention on Contracts for the International Sale of Goods will not apply to any part of any transaction contemplated by or under these Terms and the same is hereby expressly excluded. Unless Licensee is in Europe, the United Kingdom, the Middle East, Asia or Oceania as described below; (i) these Terms and any dispute between Licensor and Licensee relating thereto shall be exclusively governed by and interpreted and determined in accordance with Delaware law and controlling US federal law and no effect shall be given to any other choice of law or any conflict of laws rules or provisions that could cause other laws than Delaware law and controlling US federal law to be applicable; and (ii) the parties consent to the exclusive jurisdiction of any state or federal court located within Delaware and agree that all actions or proceedings relating to these Terms shall be litigated in such courts, and each of the parties waives any objection which it may have based on improper venue or forum non conveniens to the conduct of any action proceeding in such court. Europe / United Kingdom / Middle East Licensee: If Licensee, as indicated by Licensee address on the Statement of Work, is in Europe, the United Kingdom or the Middle East, these Terms will be governed and construed in accordance with the laws of the Republic of Ireland, without giving effect to any conflict of laws principles that would require the application of laws of a different state or country and any action seeking enforcement of these Terms or any provision hereof will be brought exclusively in the courts located in Dublin, Ireland. Asia / Oceania Licensee: If Licensee, as indicated by Licensee address on the Statement of Work, is in Asia or Oceania; (i)the Terms will be governed and construed in accordance with Singapore Law and no effect shall be given to any other choice of law or any conflict of laws rules or provisions that could cause other laws than Singapore law to be applicable; and (ii) any dispute or controversy arising in connection with these Terms, which cannot be settled by mutual or amicable agreement shall be finally settled in accordance with the Rules of the Singapore International Arbitration Centre (“SIAC Rules”) by one arbitrator appointed in accordance with SIAC Rules, the place of arbitration shall be Singapore, the arbitration shall be conducted in the English language and the decision and award resulting from such arbitration shall be final and binding for the parties. Notwithstanding any term of these Terms, Licensor may apply to a court of competent jurisdiction for interim or injunctive relief pending resolution of the dispute. In the event of any lawsuit or proceeding brought as a result of any actual or alleged breach of these Terms, to enforce any provisions of these Terms, or to enforce any Intellectual Property Rights or other right pertaining to the Software, the losing party shall be responsible for all costs and expenses, including without limitation, court costs and reasonable legal fees and expenses of the prevailing party.

14.6 Sanctions and Export Restrictions. Any access to or use of Software functionality within the Creatio Product shall be in compliance with all relevant international, U.N., Canada, USA or EU sales, export control, economic sanctions, import and anti-boycott laws, restrictions and regulations (“Trade Control Laws”) and Licensee agrees to comply with them. Licensee represents and warrants that Licensee is not located in a country that is subject to embargo, or that has been designated by the United States as a “terrorist supporting” country; and that Licensee is not identified in any Canadian, United States or EU sanction list of prohibited or restricted parties, or owned 50% or more directly or indirectly, in the aggregate by one or more such prohibited or restricted individuals or entities. Licensee further represents and warrants that it will comply with relevant Trade Control Laws in connection with any activities under these Terms. Licensee shall indemnify and hold Licensor and its directors, officers, employees, and affiliates harmless from any and all claims, actions, causes of action, suits, proceedings, complaints and damages, losses, liabilities, settlements, awards, fines, costs and expenses related to Licensee violation or alleged violation of any Trade Control Law or of this Section. Licensor shall have the right to terminate these Terms immediately upon Licensor’s determination that Licensee has violated or attempted to violate any Trade Control Law or this Section.

14.7 Electronic Signature; Counterparts. These Terms may be executed by electronic signature and in counterparts, which, when taken together, will be deemed to constitute one and the same original Terms.

14.8 Severability. If any provision of these Terms is determined to be illegal or unenforceable by a court of competent jurisdiction, then such provision shall be severed and deleted, or modified and limited as to give effect to the original intent of the parties and to the extent necessary for these Terms to be otherwise enforceable, and the remaining provisions of these Terms will remain in effect.

14.9 Licensee Identification. Licensee agrees that Licensor may acknowledge that Licensee is a licensee of the Software Functionality and in doing so Licensor may use Licensee’s name and logo on its website, marketing materials or in general discussions with customers or prospective customers (subject in all cases to Licensee’s brand guidelines).

14.10 No Waiver. No failure or delay of or by Licensor to exercise any right or remedy under these Terms and no partial or single exercise thereof shall be construed to be a waiver of any such right or remedy or any other right or remedy hereunder. All of the rights of Licensor under these Terms shall be cumulative and may be exercised separately or concurrently.

14.11 Force Majeure. Except in respect of any obligations relating to the payment of fees, neither party will be liable for failure to perform any obligation under these Terms where such failure is due to fire, flood, pandemic, labour- management dispute, natural calamity, act of terrorism, or act of the government or if such causes are otherwise beyond its reasonable control, provided the party gives prompt notice and makes all reasonable efforts to perform.

14.12 U.S. Government Restricted Rights Legend. This Section shall apply only if the Software is acquired for or on behalf of the United States of America, its agencies and/or instrumentalities(“U.S. Government”). The Software is a “Commercial Item,” as such term is defined by FAR 2.101 (48 C.F.R. 2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This commercial computer software and related documentation is provided to end users for use, by and on behalf of the U.S. Government, with only those rights as are granted to all other ends users pursuant to the terms and conditions herein. Use for or on behalf of the U.S. Government is permitted only if the party acquiring or using this software is properly authorized by an appropriate U.S. Government official. This use by or for the U.S. Government Section is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses U.S Government rights in the computer software or documentation cove

EXHIBIT A

CREATIO PRODUCT(S)

1. Licensee Product(s)

The following listed Creatio Product(s) covered under these Terms are modules of Creatio’s ‘Studio Creatio’ platform, as described below.