END USER LICENSE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY

This End User License Agreement (this “Agreement”) is entered into by and between Sonatype, Inc. ("Sonatype") and the entity licensing Products and/or receiving Services from Sonatype pursuant to this Agreement (“Company”) and governs Company's use of and access to all such Products and Services to which Company has requested access and/or for which Company has purchased a subscription as well as the provision of related Services. Sonatype and Company may be referred to individually in this agreement as a “Party” or collectively as the “Parties.” Company agrees that, unless Sonatype has provided its express written consent, Sonatype’s competitors, including anyone acting on their behalf, are strictly prohibited from accessing the Products and Training Services for any reason (trial or otherwise).

01. DEFINITIONS

“Affiliate” means any entity that is controlled by, under the control of, or under common control with a Party where “control” means ownership of, or the right to control, greater than 50% of the voting securities of such entity.

“Application” means any computer software application.

"Company Data" means information, data, software, text, audio files, graphic files and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Company through a Product.

“Contractor” means any third party, which is not a competitor of Sonatype (as reasonably determined by Sonatype), engaged (directly or indirectly) by Company to perform services for the benefit of Company.

“Data Feed” means any and all data maintained and/or curated by Sonatype that is made available by Sonatype to Company, whether via one or more Product(s), the Reports, or otherwise, including data and metadata related to open source projects, software, software components, software vulnerabilities, documentation, reports, text, images, sounds, video, and content.

“Documentation” means the user guide and technical specifications relating to a Product that is delivered or otherwise made available by Sonatype along with such Product as may be updated by Sonatype from time to time.

“Effective Date” means the date on which Company accepts the terms and conditions of this Agreement by entering into an Ordering Document and/or otherwise accepting the applicable Ordering Document.

“Non-Sonatype Applications” means a web-based or offline software application (including GitHub) that is provided by Company or a third party and interoperates with a Service.

“Open Source Software” means any third-party open source software or other similar community or free software (including software code licensed under any open source license agreement).

"Order Form" means a document governing purchases made by Company hereunder of Product Subscriptions and/or related Training Services.

“Ordering Document” means an Order Form and/or Renewal Quote that is accepted by each Party pursuant to the terms set forth therein.

“Person” means an individual, including all employees and Contractors of Company and its Affiliates (subject to Section 3(l)).

"Product" means Sonatype’s software application(s) (including any and all related Data Feed(s)).

“Renewal Quote” means a document governing renewal purchases of Product Subscriptions and/or related Training Services made by Company hereunder.

“Report” means any report(s) or other data generated by the Products by, for, and/or on behalf of Company.

“Scan ID” means the unique identifier that is generated by the Product and assigned to a Scan Unit for purposes of being scanned by a Product.

“Scan Unit” means an Application, or any part thereof (including microservices), that is assigned a unique Scan ID for purposes of being scanned by a Product.

"Service" means the Sonatype software-as-a-service offering(s).

“Software Asset” means a software artifact or any portion thereof that is stored in or scanned, analyzed or otherwise evaluated by a Product.

“Software Component Identifiers” means certain software binaries, header files, hashed data and/or other metadata that serve to identify a software component.

“Subscription” means the right and license granted to Company by Sonatype to access and use the Products in accordance with the terms of this Agreement during the specified Subscription Term.

“Subscription Term” has the meaning set forth in Section 11(b) of this Agreement.

"User" means a Person who is authorized to use one or more Product(s) on Company’s behalf as set forth in Section 3(d).

02. FREE TRIAL

With regard to any permitted access to and use of the Products by Company related to a free beta, trial, pilot, evaluation, license key extension or other non-production use authorized by Sonatype (the “Free Use”), Sonatype agrees, subject to the terms set forth in this Agreement, to make such Products available to Company for a term to expire on the earlier of: (a) the end of the free trial period for which Company registered to use the Product; (b) the start date of any Subscriptions for such Product purchased by Company from Sonatype (the “Free Use Period”); provided that Sonatype may terminate the Free Use Period at its sole discretion by providing notice to Company.

03. PRODUCTS

1. Ordering Documents; Delivery. Each Ordering Document shall form a part of this Agreement and be subject to the terms and conditions set forth herein. Sonatype will deliver the Products and Documentation to Company by electronic means as set forth in this Agreement and the applicable Ordering Document.

2. License; Subscriptions. Sonatype grants to Company a non-transferable, non-assignable, non-sublicensable, non-exclusive, limited license and right to access and use the Products solely for Company’s internal business purposes during the Subscription Term.

3. Restrictions. Company shall not permit any third party to access the Products and/or Training Materials except as permitted herein.

4. User-Based Subscriptions. With regard to Subscriptions that are purchased by Company on a per-User basis, a separate Subscription must be purchased for each Person who uses any Reports generated by the Products.

5. Training Services. From time to time, Sonatype may perform certain training courses, workshops, and other professional services that are related to the Products.

6. Use by Affiliates and Contractors. Subject to the terms and conditions of this Agreement, Company’s Affiliates and Contractors may use the Products licensed to Company hereunder.

7. SaaS Service Offerings: If Company purchases a Subscription to any Sonatype hosted Service offering, the following additional provisions will apply.

04. PRODUCT MAINTENANCE

Sonatype will provide support and maintenance for the Products pursuant to the terms of the support policy. Company acknowledges that Sonatype reserves the right to compile and use technical, statistical, metric and performance information regarding Company’s use of the Products.

05. FEES AND PAYMENT

1. Fees. Company will pay all fees specified in each Ordering Document.

2. Payment. Company shall pay all amounts set forth in each invoice within thirty (30) days from the date of the invoice.

3. Overdue Charges; Suspension of Service. If any fees are not received from Company when due, those unpaid fees may accrue interest.

4. Taxes. Company is responsible for paying all Taxes associated with Company’s purchases hereunder.

5. Audit. Company agrees to maintain complete and accurate records necessary to ensure compliance with this Agreement.

06. PROPRIETARY RIGHTS

1. Reservation of Rights. Sonatype reserves and Company acknowledges and agrees that Sonatype owns, all rights, title, and interest in and to the Products.

2. Company Data. Company owns all rights in and to the Company Data.

3. Open Source Software. Company acknowledges that the Products may be provided together with, or otherwise contain, certain Open Source Software.

07. CONFIDENTIALITY

1. Definition of Confidential Information. "Confidential Information" means all confidential information disclosed by a Party to the other Party.

2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect its own confidential information.

3. Compelled Disclosure. The Receiving Party may disclose Confidential Information if compelled by law to do so.

4. Injunctive Relief. Each Party acknowledges that any breach of this Section 7 would be difficult to ascertain and agrees that in the event of breach, the other Party will be entitled to specific performance and injunctive or other equitable relief.

08. WARRANTIES AND DISCLAIMERS

1. Mutual Warranties. Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement.

2. Sonatype’s Warranties. Sonatype warrants that: (i) all Training Services will be performed in a professional manner; (ii) the Products shall perform materially in accordance with the Documentation.

3. Disclaimers. Sonatype makes no and hereby disclaims any and all representations and warranties regarding this Agreement.

09. INDEMNIFICATION.

1. Sonatype Indemnification. Sonatype shall defend Company against any claim alleging that Company’s use of the Products infringes or misappropriates the intellectual property rights of a third party.

2. Company Indemnification. Company will defend Sonatype and its Affiliates against any Claim made or brought against Sonatype by a third party.

10. LIMITATION OF LIABILITY.

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT.

11. TERM AND TERMINATION

1. Term of Agreement. This Agreement commences on the Effective Date and shall govern all Ordering Documents.

2. Subscription Term. Each Subscription purchased by Company continues for the specified Subscription Term.

3. Termination. A Party may terminate any Ordering Document for cause.

4. Effect of Termination. All rights and obligations shall survive termination, including obligations to return another Party’s Confidential Information.

12. NOTICES, GOVERNING LAW AND JURISDICTION

1. Notices. Notices required or permitted by this Agreement shall be in writing.

2. Governing Law; Jurisdiction. The validity, construction and performance of this Agreement shall be governed by the laws of the State of Maryland.

13. GENERAL

1. Export and Sanctions Compliance. Each Party shall comply with the export and sanctions laws and regulations of the United States.

2. Anti-Corruption. Company agrees that neither it nor any of its Affiliates have received any illegal or improper bribe in connection with this Agreement.

3. Relationship of the Parties. The Parties will perform hereunder as independent contractors.

4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

5. Force Majeure. Sonatype shall be excused from performance of its obligations if such a failure results from compliance with applicable law or government order.

6. Waiver and Cumulative Remedies; Severability. No failure or delay by either Party in exercising any right shall constitute a waiver of that right.

7. Assignment. Neither Party will have the right to assign this Agreement without the written consent of the other Party.

8. Headings; Contract Interpretation. The captions to the Sections of this Agreement are not a part of this Agreement.

9. Entire Agreement; Counterparts. This Agreement constitutes the entire agreement between the Parties.