NETRIS SOFTWARE LICENSE AGREEMENT

PLEASE READ THESE TERMS CAREFULLY BEFORE DOWNLOADING, RUNNING, OR OTHERWISE USING NETRIS SOFTWARE.  BY MUTUALLY EXECUTING ONE OR MORE ORDERS FORMS WITH NETRIS, INC. (“NETRIS”), OR AN AUTHORIZED RESELLER WHICH REFERENCE THESE TERMS, OR BY DOWNLOADING, RUNNING, OR OTHERWISE USING NETRIS SOFTWARE IN ANY MANNER, YOU (“YOU” OR “CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH THE APPLICABLE ENTITLEMENT, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS, UNLESS YOU AND NETRIS HAVE AGREED IN WRITING TO ALTERNATIVE TERMS APPLICABLE TO NETRIS SOFTWARE, IN WHICH CASE SUCH TERMS SHALL APPLY. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “CUSTOMER” AND “YOU” IN THIS AGREEMENT, REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY DOWNLOAD, RUN, OR OTHERWISE USE THE NETRIS SOFTWARE IN ANY MANNER.  IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Definitions

1.1 “Confidential Information” means any and all non-public, confidential and proprietary information, furnished by one party to this Agreement (the “Disclosing Party”) or any of its Representatives to the other party to this Agreement (the “Receiving Party”) or any of its Representatives, whether orally, in writing, or in other tangible form.Without limiting the generality of the foregoing, Confidential Information may include, without limitation, that which relates to patents, patent applications, trade secrets, research, product plans, products, developments, know-how, ideas, inventions, processes, design details, drawings, sketches, models, engineering, software (including source and object code), algorithms, business plans, sales and marketing plans, and financial information.Any Confidential Information disclosed in a written or other tangible form shall be clearly marked as “confidential,” “proprietary,” or words of similar import.Any Confidential Information disclosed orally shall, to the extent practicable, be identified as confidential at the time of disclosure.Notwithstanding the foregoing, Confidential Information shall expressly include the terms of this Agreement, the Licensed Software, the Documentation and all know-how, techniques, ideas, principles and concepts which underlie any element of the Licensed Software or the Documentation and which may be apparent by use, testing or examination.

1.2 “Derivative Work” means a work of authorship or other development that is based on, derived from or extends, replaces, emulates, substitutes for, or exposes to third parties the functionalities of the Licensed Software or the Documentation, such as a revision, enhancement, modification, improvement, translation, abridgement, compression, extension or expansion or any other form in which such work may be recast, applied, transformed or adopted, and includes, without limitation, any “derivative work” as defined in the United States Copyright Act, 17 U.S.C. Section 101, and any Extension or Extension Package.

1.3 “Documentation” means the then current product documentation published by Netris with respect to the use and operation of the Licensed Software available at the following URL:https://www.netris.io/docs/en/latest/, as updated from time-to-time.

1.4 “Entitlement” means the description of the Licensed Software, the Subscription Period, Fees, Hardware Requirements, use limitations and related terms regarding the Licensed Software as specified in the corresponding Order Form.

1.5 “Hardware Requirements” means the then current list of requirements and specifications published by Netris regarding hardware, systems and associated components necessary to operate with the Licensed Software available at the following URL: https://www.netris.io/docs/en/latest/supported-switch-hardware.html, as updated from time-to-time.

1.6 “Intellectual Property Right” means any of the following:(i) all letters patent and applications for letters patent throughout the world, including all patent applications in preparation for filing anywhere in the world, all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations of any of the foregoing; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, registered or unregistered, now or hereafter in force throughout the world, and all applications for registration thereof, whether pending or in preparation, all extensions and renewals of any thereof and all proceeds of the foregoing; (iv) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, certification marks, collective marks, logos, other source of business identifiers, prints, and labels on which any of the foregoing have appeared or appear, designs and general intangibles of a like nature, now existing anywhere in the world or hereafter adopted or acquired, whether currently in use or not, all registrations and records thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations, recordings, and applications in any office or agency of the United States of America or any State thereof or any foreign country, all reissues, renewals, and extensions thereof, all of the goodwill of the business connected with the use of, and symbolized by such items, and all proceeds of, and rights associated with, the foregoing; (v) moral rights in those jurisdictions within where such rights are recognized, (vi) database protections in those jurisdictions that provide distinct legal protections for databases, (vii) all other intellectual property protections recognized within any of the jurisdictions, including but not limited to any applicable sui generis protections for intellectual property, and (viii) all proceeds of, and rights associated with, the foregoing (as appropriate to such rights), including the right to sue third parties for any actual or threatened past, present, or future infringements, dilutions or misappropriations of any of the foregoing, or for any injury to the goodwill associated with the use of any property or rights set forth in clause (iv), and all rights corresponding thereto throughout the world.

1.7 “Licensed Software” means the Netris proprietary software product(s) indicated in the applicable Order Form as Licensed Software under this Agreement.

1.8 “Order Form” means a written ordering document signed by Netris and subject to this Agreement.

1.9 “Representatives” means, as to any person, such person’s affiliates and its or their directors, officers, employees, agents, and advisors (including, without limitation, financial advisors, counsel and accountants) bound by a written agreement or other legal obligation to maintain the confidentiality of the Confidential Information disclosed to them as required by the terms of Section 11.

1.10 “Subscription Period” means the period during which Customer may use the Licensed Software as set forth in the Entitlement.

1.11 “Support SLA” means the support with respect to the Licensed Software as specified in Exhibit A.

1.11 “Representatives” means, as to any person, such person’s affiliates and its or their directors, officers, employees, agents, and advisors (including, without limitation, financial advisors, counsel and accountants) bound by a written agreement or other legal obligation to maintain the confidentiality of the Confidential Information disclosed to them as required by the terms of Section 11.

2. License Grant

2.1 License. Subject to the terms and conditions of this Agreement, including but not limited to Netris’ receipt of all applicable Fees,Netris hereby grants to Customer, and Customer hereby accepts from Netris, a limited, non-exclusive, non-transferable and non-assignable, non-sublicensable and term-limited license to run the License Software solely as specified in the Entitlement.

2.2 License Limitations. In addition to the restrictions in this Agreement, Customer agrees that, except as otherwise expressly provided by this Agreement, it shall not: (a) exceed the scope of the licenses granted in Section 2.1; (b) make copies of the Licensed Software or Documentation; (c) sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in Section 2.1, and any attempt to make any such sublicense, assignment, delegation or other transfer by Customer shall be void and of no effect; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms, designs, or related technology underlying the Licensed Software or any component therein; (e) make use of or otherwise access the Licensed Software to develop, run, operate or offer a solution that competes with the Licensed Software or is intended to replace the same; (f) make use of or otherwise access the Licensed Software for benchmarking purposes; (g) modify, translate or create Derivative Works of the Licensed Software or any component therein; or (h) remove any copyright, trademark, patent or other proprietary notice that appears on the Licensed Software or any component therein, Documentation or copies thereof.

2.3 Limited Use.  The following terms shall apply to any evaluation, trial or other no-fee use (“Limited Use”): (a) Customer acknowledges and agrees that the Limited Use is provided on an “as-is” basis, without any indemnification, support, warranties or representation of any kind, and Netris shall be under no obligations or liability with respect to the same; and (b) the applicable Entitlement may specify additional use restrictions and limitations. For purposes of Limited Use, the applicable Entitlement will be in an Order Form, or presented to Customer in connection with Customer’s Limited Use.

 

3. Support SLA, and Related Services.

3.1 Support SLA. Subject to Netris’ receipt of the applicable Fees, Netris shall provide to Customer the Support SLA specified in Exhibit A.

3.2. Related Services.Netris may offer to Customer certain services related to Customer’s use of the Licensed Software, such as but not limited to, training and deployment services (the “Related Services”).To the extent any such Related Services are offered to Customer, the specifics such as the applicable requirements, duration and Fees, shall be specified in the applicable Order Form.

4. Ownership

4.1 Ownership.The Licensed Software is licensed and not sold to Customer.Netris and its licensors own and retain all right, title and interest in the Licensed Software and Documentation, any design changes, improvements, enhancements, Derivative Works, or modifications thereof or thereto, and any related and/or associated Intellectual Property Rights, whether developed by Netris or by Customer or its employees or independent contractors.

4.2 Feedback. Customer may from time to time provide suggestions, comments, or other feedback to Netris with respect to the Licensed Software (“Feedback”). Customer shall, and hereby does, grant to Netris a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use, copy, modify, create Derivative Works, and distribute Feedback for any purpose.

5. Fees.

5.1 Fees and Payment Terms.Customer shall pay to Netris the applicable fees set forth in the applicable Order Form(s), together with any applicable taxes and shipping and handling (collectively, the “Fees”).Customer shall have no right to return the Licensed Software and all Fees shall be non-refundable.All amounts payable to Netris under this Agreement shall be paid in United States dollars, and shall be due thirty (30) days from the date of invoice unless otherwise specified in the applicable Order Form.Payments not received within thirty (30) days from the date of invoice will accrue interest at a rate of 1.5% per month or the legal maximum, whichever is lower.

5.2 Taxes; Set-offs. Any and all payments made by Customer in accordance with this Agreement are exclusive of any taxes that might be assessed against Customer by any jurisdiction.Customer shall pay or reimburse Netris for all sales, use, property and similar taxes; all customs duties, import fees, stamp duties, license fees and similar charges; and all other mandatory payments to government agencies of whatever kind, except taxes imposed on the net or gross income of Netris.All amounts payable to Netris under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax, and to the extent Customer is required by applicable tax regulation to withhold any such amounts, Customer agrees to true-up Fees payable to Netris to account for such withholdings.

6. Orders and Authorized Resellers. Customer may place orders regarding the Licensed Software pursuant to an Order Form.Customer may place orders with respect to the Licensed Software through resellers authorized by Netris to resell Netris products and services (each, an “Authorized Reseller”).Customer acknowledges and agrees that with respect to such orders placed with an Authorized Reseller, (a) all fees are payable to the Authorized Reseller, and to the extent applicable, any refunds are to be made by such Authorized Reseller; and (b) the Authorized Reseller is not authorized to make any representations, warranties, or commitments on behalf of Netris, Netris products and services, or to make any changes to this Agreement.

7. Term and Termination

7.1 Term.The term of this Agreement shall commence on the Effective Date and remain in effect for a period of twelve (12) months from the Effective Date (the “Initial Term”), and shall thereafter renew for successive twelve (12) month periods, unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the end of the then current period, or this Agreement is terminated earlier in accordance with Section 7 (the Initial Term and renewal periods collectively, the “Term”).Notwithstanding the foregoing, the Term of the Agreement shall extend as necessary to account for the term of any active Order, unless such Order is terminated pursuant to this Agreement or the terms set forth in such Order.

7.2 Termination.This Agreement may be terminated: (a) by Netris immediately if Customer has breached Section 2; (b) by either party immediately if the other party has materially breached Section 10; (c) by either party if the other has materially breached this Agreement, within thirty (30) calendar days after written notice of such breach to the other party if the breach is remediable or immediately upon notice if the breach is not remediable; or (d) by either party upon written notice to the other party if such other party (i) has made or attempted to make any assignment for the benefit of its creditors or any compositions with creditors, (ii) has any action or proceedings under any bankruptcy or insolvency laws taken by or against it which have not been dismissed within sixty (60) days, (iii) has effected a compulsory or voluntary liquidation or dissolution, or (iv) has undergone the occurrence of any event analogous to any of the foregoing under the law of any jurisdiction.

7.3 Effect of Termination.Upon any expiration or termination of this Agreement, the license granted in Section 2.1 shall terminate immediately, and Customer shall immediately cease use of all Licensed Software and Documentation.Termination shall not relieve Customer from paying all Fees accruing prior to termination.

8. Warranty

8.1 Limited Warranty.The Licensed Software, when used by Customer in accordance with the provisions of this Agreement and in compliance with the applicable Documentation, will perform, in all material respects, the functions described in the Documentation during the Term.

8.2 Exclusive Remedies.Customer shall report to Netris, pursuant to the notice provision of this Agreement, any breach of the warranties set forth in this Section 9 during the relevant warranty period.In the event of a breach of warranty by Netris under this Agreement, Customer’s sole and exclusive remedy, and Netris’ entire liability, shall be as follows: (a) prompt correction of any non-compliance with the warranty in Section 8.1 to the extent Netris is notified of the same pursuant to this Section 8.2, (b) if such correction is not possible, replacement of the Licensed Software in order to minimize any material adverse effect on Customer’s business, and if Netris determines (a) and (b) are not feasible, (c) Netris will issue a refund to Customer of any unused, pre-paid Fees with respect to the non-conforming Licensed Software.

8.3 Limitations of Warranties.No warranty or indemnification shall apply where the defect or Error in the Licensed Software is caused by: (a) any use of the Licensed Software which is not in conformity with the provisions of this Agreement or in substantial compliance with the Documentation; (b) any repair, modification or installation of the Licensed Software not made or expressly authorized by Netris (c) Customer’s failure to install and run the must current version of the Licensed Software, or (d) Customer’s failure to comply with the Hardware Requirements.Replacement or repair of the Licensed Software shall not extend its warranty period beyond the original warranty expiration date.

8.4 Disclaimer of Warranty.Netris does not represent or warrant that the operation of the Licensed Software (or any portion thereof) will be uninterrupted or error free, or that the Licensed Software (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Netris.CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, NETRIS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE LICENSED SOFTWARE, OR ITS CONDITION.NETRIS IS FURNISHING THE WARRANTIES SET FORTH IN SECTION 8.1 IN LIEU OF, AND NETRIS HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.CUSTOMER ACKNOWLEDGES THAT NETRIS HEREBY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL WARRANTIES AND INDEMNITIES, EXPRESSED OR IMPLIED, FOR THIRD PARTY HARDWARE OR SOFTWARE DELIVERED BY NETRIS HEREUNDER.

9. Limitation of Liability.

9.1 No Liability. EXCEPT FOR A BREACH OF SECTION 10 OR CUSTOMER’S BREACH OF SECTION 2, IN NO EVENT SHALL NETRIS OR CUSTOMER BE LIABLE IN AN ACTION UNDER TORT, CONTRACT, WARRANTY OR OTHERWISE FOR ANY: (a) SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE/EXEMPLARY DAMAGES OR LOSSES ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT, THE OPERATION OR USE OF THE LICENSED SOFTWARE, OR THE SERVICES PERFORMED HEREUNDER, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES OR LOSSES ARISING FROM (i) LOSS OF BUSINESS, PROFIT OR REVENUES, (ii) LOSS OF DATA, PROGRAMMING OR CONTENT, (iii) FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, (iv) SUBSTITUTE PROCUREMENT, OR (v) DAMAGE TO EQUIPMENT, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR IF SUCH DAMAGES OR LOSSES ARE FORESEEABLE; OR (b) DAMAGES OR LOSSES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY A PARTY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND SUCH PARTY’S REASONABLE CONTROL.

9.2 Maximum Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL NETRIS’ TOTAL LIABILITY EXCEED, EITHER CUMULATIVELY OR IN THE AGGREGATE, THE FEES PAID BY CUSTOMER TO NETRIS UNDER THIS AGREEMENT WITH RESPECT TO THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.

9.3 Excluded Claims. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL SECTIONS 9.1 OR 9.2 LIMIT EITHER PARTY’S LIABILITY WITH RESPECT TO CLAIMS ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

10. Confidentiality. Unless otherwise agreed to in writing by the Disclosing Party, each Receiving Party agrees (a) to keep all Confidential Information in strict confidence and not to disclose or reveal any Confidential Information to any person (other than such Receiving Party’s Representatives who (i) are actively and directly involved in providing or receiving products or services under this Agreement, and (ii) have a need to know the Confidential Information), and (b) not to use Confidential Information for any purpose other than in connection with fulfilling obligations or exercising rights under this Agreement.The Receiving Party shall treat all Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, as it accords its own Confidential Information. The parties agree to cause their Representatives who receive Confidential Information to observe the requirements applicable to the Receiving Party pursuant to this Agreement with respect to such information, including, but not limited to, the restrictions on use and disclosure of such information contained in this Section 10.Notwithstanding the above, the obligations of the parties set forth herein shall not apply to any information that: was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party or any of its Representatives; was known to the Receiving Party free of any obligation of confidentiality before or after the time it was communicated to the Receiving Party by the Disclosing Party; is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; is disclosed with the prior written approval of the Disclosing Party; is or becomes available to the Receiving Party on a non-confidential basis from a person other than the Disclosing Party or any of its Representatives who is not known by the Receiving Party to be otherwise bound by a confidentiality agreement with the Disclosing Party or any of its Representatives or to be under an obligation to the Disclosing Party or any of its Representatives not to transmit the information to the Receiving Party; or is disclosed pursuant to an order or requirement of a court, administrative agency or other governmental body; provided however, that the Receiving Party shall provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure, and shall use reasonable efforts to cooperate with the Disclosing Party (at the Disclosing Party’s expense) to obtain such protective order or other appropriate remedy.In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance in whole or in part, with the terms of this Agreement, the Receiving Party and its Representatives shall use reasonable efforts to disclose only that portion of the Confidential Information that is legally required to be disclosed or is the subject of such waiver, and to ensure that all Confidential Information that is so disclosed shall be accorded confidential treatment.Any materials or documents which have been furnished to the Receiving Party from the Disclosing Party shall be promptly returned or destroyed, at the option of the Disclosing Party, by the Receiving Party, within ten (10) days after (a) this Agreement has expired or has been terminated; or (b) a written notice is made by the Disclosing Party requesting such return or destruction.Upon such request, all copies, reproductions, compilations, summaries, analyses, or other documents containing or reflecting the Receiving Party’s or its Representatives’ use of the Confidential Information will be destroyed by the Receiving Party, and such destruction confirmed to the Disclosing Party in writing.The terms and obligations pertaining to confidentiality in this Agreement shall survive and remain in full force and effect for a period of five (5) years from the termination or expiration of this Agreement, unless the Disclosing Party expressly agrees in writing to release all or part of its Confidential Information from the restrictions imposed by this Agreement before such period has elapsed.

11. Indemnification.

11.1 By Netris. Netris will indemnify, defend and hold harmless Customer and its employees (collectively, the “Indemnified Parties”) from and against any and all losses arising from claims by a third party that the Licensed Software (i) directly infringes any third party copyright or patent; or (ii) misappropriates or unlawfully discloses or uses a third-party’s trade secrets (collectively, “Infringement Claims”).Should any Licensed Software become, or in Netris’ opinion be likely to become, the subject of any Infringement Claim, then Customer will permit Netris, at Netris’ option and expense, to procure for Customer the right to continue using the Licensed Software, to replace or modify the Licensed Software or portion thereof to be non-infringing, or to take any other action reasonably deemed advisable by Netris related to such alleged infringement.In the event none of these remedies is available or practical, Netris may, in its sole discretion, accept the return of all Licensed Software(s) from Customer, and thereafter return to Customer the Fees paid for the infringing Licensed Software(s).

11.2 Notice of Claim and Indemnity Procedure. As conditions to the indemnification in Section 11.1, In the event of a claim for which an Indemnified Party will seek indemnity or reimbursement under this Section 11, such party shall meet the following conditions: (a) notify Netris in writing as soon as practicable, but in no event later than thirty (30) days after receipt of such claim, together with such further information as is necessary for Netris to evaluate such claim to the extent that the Indemnified Party is in possession or has knowledge of such information; provided that any delay in giving such notice shall not preclude the Indemnified Party(ies) from seeking indemnification or reimbursement thereunder if: (i) such delay has not materially prejudiced Netris’ ability to defend the claim; and (ii) such delay does not materially affect the amount of any damages awarded for or paid in settlement of such claim; (b)Netris shall have the right to assume full control of the defense of the claim, including retaining counsel of its own choosing, and upon the assumption by Netris of the defense of a claim with counsel of its choosing, Netris will not be liable for the fees and expenses of additional counsel retained by any Indemnified Party; and (c) The Indemnified Party(ies) shall cooperate with Netris in the defense of any such claim.

11.3 Exclusions and General Limitations. Notwithstanding any other provision in this Agreement, Netris shall have no obligation to indemnify or reimburse any Indemnified Party with respect to any Infringement Claim to the extent arising from (i) use of any Licensed Software in combination with any products or services other than those provided by Netris to Customer under this Agreement; (ii) modification of the Licensed Software after delivery by Netris to Customer, except for such modifications performed by or expressly approved in writing by Netris; (iii) use of any the Licensed Software by Customer other than as authorized in this Agreement; or (iv) detailed, non-discretionary designs or specifications provided to Netris by any Indemnified Party that necessarily caused such Infringement Claim.Customer agrees to reimburse Netris for any and all damages, losses, costs and expenses incurred as a result of any of the foregoing actions.Notwithstanding the foregoing provisions, Netris shall have no obligation to indemnify or reimburse for any losses, damages, costs, disbursements, expenses, settlement liability of a claim or other sums paid by any Indemnified Party voluntarily, and without Netris’ prior written consent, to settle a claim.Subject to the maximum liability set forth in Section 9.2, the provisions of this Section 11 constitute the entire understanding of the parties regarding Netris’ liability for Infringement Claims (including related claims for breach of warranty) and sole obligation to indemnify and reimburse any Indemnified Party.

12. Miscellaneous.

12.1 Notices. All notices, summons and communications related to this Agreement and sent by either party hereto to the other shall be written in English and given by registered mail, internationally recognized overnight courier, postage prepaid.With respect to Netris, notice shall be provided to: Netris Legal, 4701 Patrick Henry Drive, Building 25, Santa Clara, CA 95054; and with respect to Customer notice shall be provided as specified in the applicable Order,

or such other addresses as may have been previously specified (in the manner set forth above) in writing by either party to the other.

12.2 Assignment. Customer shall not transfer or assign this Agreement or any of its rights or obligations hereunder, the Licensed Software(s) or any component thereof, or any other materials provided hereunder, to any other person or entity, whether by written agreement, operation of law or otherwise, without the prior written consent of Netris, which consent may be withheld for any reason whatsoever, as determined by Netris in its sole discretion. Any purported assignment or transfer by Customer without Netris’ prior written consent shall be void and of no effect. Netris may freely assign this Agreement, or delegate obligations under this Agreement, without the prior written consent of Customer. Subject to the foregoing, any permitted assignment or transfer of or under this Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the assigning or transferring party hereto.

12.3 Survival. Sections 1, 2.2, 4, 5, 7.2, 7.3, 8.3, 8.4, 9, 10, 11, and 12 shall survive the expiration or termination of this Agreement, or any default under or rejection in bankruptcy of this Agreement by Customer.

12.4 Governing Law; Jurisdiction. This Agreement and all matters relating to this Agreement shall be construed in accordance with and controlled by the laws of the State of California, without reference to its conflict of law principles.The parties agree to submit to the non-exclusive jurisdiction and venue of the courts located in San Francisco, California and hereby waive any objections to the jurisdiction and venue of such courts.

12.5 No Agency; Independent Contractors. In connection with this Agreement each party is an independent contractor and as such will not have any authority to bind or commit the other.Furthermore, neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.

12.6 Export Control. The Licensed Software, Documentation and all other technical information delivered hereunder (collectively, “Technical Data”) include technology and software and are subject to the export control laws and regulations.Customer agrees to abide by all laws and regulations applicable with respect to the country in which the Technical Data are received.

12.7 Force Majeure. Neither party shall be liable for failure to perform any of its obligations under this Agreement (except payment obligations) during any period in which such party cannot perform due to fire, earthquake, flood, any other natural disaster, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, war, embargo, riot, civil disturbance, act of public enemy, act of nature, the intervention of any government authority, any failure or delay of any transportation, power, or for any other similar cause beyond either party’s control.In the case of failure to perform, the failing party shall promptly notify the other party in writing of the reason for and the likely duration of the failure.The performance of the failing party's obligations shall be suspended during the period that the cause persists, and each party shall use commercially reasonable efforts to avoid the effect of that cause.

12.8 Severability and Waiver. To the extent that any term, condition or provision of this Agreement is held to be invalid, illegal or otherwise unenforceable under applicable law, then such term, condition or provision shall be deemed amended only to the extent necessary to render such term, condition or provision enforceable under applicable law, preserving to the fullest extent possible the intent and agreements of the parties set forth herein; in the event that such term, condition or provision cannot be so amended as to be enforceable under applicable law, then such term, condition or provision shall be deemed excluded from this Agreement and the other terms, conditions and provisions hereof shall remain in full force and effect as if such unenforceable term, condition or provision had not been included herein.The failure of a party to prosecute its rights with respect to a default or breach hereunder shall not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.

12.9 Entire Agreement; Amendment. This Agreement and all Exhibits referred to herein embody the entire understanding of the parties with respect to the subject matter hereof and shall supersede all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.It shall not be modified except by a written agreement signed on behalf of Customer and Netris by their respective duly authorized representatives.Customer acknowledges that it is entering into this Agreement solely on the basis of the agreements and representations contained herein, and for its own purposes and not for the benefit of any third party.It is expressly agreed that the terms of this Agreement and its Exhibits shall supersede the terms in any purchase order or other ordering document.

12.10 Publicity. Customer authorizes Netris to refer to Customer as a Netris customer, and to use Customer’s logo regarding the same in Netris’ marketing material, including but not limited to the Netris website.Other uses of Customer’s logo or references to Customer are subject to Customer’s written approval.

12.11 Exhibits. Each Exhibit to this Agreement shall be governed by the terms of this Agreement and the terms set forth therein.In the event of any inconsistency between the terms of this Agreement and the terms of the Exhibit, the terms of the Exhibit shall govern that Exhibit except as otherwise stated therein.

12.12 Headings. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

DATE: DECEMBER 20, 2025

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Exhibit A

Support SLA

1. Access to Netris. Netris will provide Customer with support regarding the Licensed Software as described herein, subject to the obligations set forth herein, during Business Hours. Support requests may be initiated via Netris’ customer support portal or via email at [email protected].Support requests initiated by email will be categorized as priority Normal to the extent related to an Error. Urgent or High priority requests must be created using the customer support portal, and if considered Urgent must include the work “Urgent” in the subject or body of the request. Netris may, from time to time, provide support to Customer via Slack or other means of messaging as mutually agreed.This support should be considered informal; the severity levels and response times in this Support SLA do not apply to support provided via instant messaging, E-Mail, or any means of communication other than the Netris support portal.
2. Request for Problem Resolution. All requests by Customer for Error resolution will be logged after which Netris will perform an initial diagnosis and determine as far as reasonably practical the source of any problem which may have led to the support request.Netris will respond to Errors according to the priority levels, and support levels specified in the tables below.Netris will determine, in its sole discretion, the applicable severity levels, and all response times shall commence at the beginning of the next business day for requests for problem resolution that are logged during non-business hours.
3. Severity Levels. The table below describes the applicable Error severity levels and descriptions:

 

Level	Description
Urgent	Urgent is defined as an Error resulting is widespread failure or complete unavailability of the Licensed Software functionality, or a Client network is unavailable due to an Error. An Urgent Error with an identified workaround will be reclassified as a High Error.
High	High is defined as an Error where core Licensed Software features continue to operate in a restricted fashion, although long-term productivity may be impacted. A High Error with an identified workaround will be reclassified as a Normal Error.
Normal	Normal is defined as an Error that results in a partial, non-critical loss of Licensed Software functionality, or an Error that adversely impacts Client when performing certain actions within the Licensed Software, and has no workaround.
Low	Low is defined as: (1) request for Netris information or query, (2) feature requests for the product, (3) performance Errors with little or no functionality impact, or (4) Errors with workarounds impacting medium to low functionality with respect to the Licensed Software.

4. Response Times: Subject to the limitations and conditions in herein, Netris will respond to Error resolution requests initiated by Customer according to the response times specified in the table below: