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Weiland Software – Additional Terms

1. SOFTWARE LICENSE

(a) Software System. The Weiland software and/or third party software listed in the Agreement or applicable fee Exhibit (the “Software System”) is licensed to Client in exchange for Client’s payment of the corresponding license fees, subject to the additional limitations set forth in these terms. The Software System will be delivered to Client by overnight delivery or electronic transfer. The license granted is a license to use the Software at the Location as a single, serial numbered copy on the designated Computer System for the Base Limits listed in the Agreement or applicable fee Exhibit. “Base Limits” means the license metrics included in the license as set forth in the Agreement or applicable fee Exhibit, and as may be updated from time to time by amendment. Client’s use of the Software System may not exceed Base Limits.

2. Third Party Software. For any third party software or portions of Software System that is provided by or licensed from a third party, such third party software and other programs or components licensed under these terms (collectively, “Third Party Programs”) are being licensed solely in connection with the associated portion of the Weiland Software System licensed under the Agreement and are subject to the additional third party provider terms and conditions of such Third Party Program licensor. If any of 51�Թ������ճԹ�’s obligations under these terms or the Agreement with respect to the Third Party Programs described in these terms are directly or indirectly dependent on entering into or having an agreement with a Third Party, or otherwise directly or indirectly dependent on the actions or omissions of a Third Party, 51�Թ������ճԹ� shall use commercially reasonable efforts to enter into such agreement on reasonable terms and conditions, or use commercially reasonable efforts to obtain such action, and provided that 51�Թ������ճԹ� has complied with the terms hereof and if 51�Թ������ճԹ� is unable to enter into an agreement with such Third Party or obtain such action, 51�Թ������ճԹ�’s obligations hereunder shall immediately terminate and 51�Թ������ճԹ� shall not be liable for its inability to perform such obligations and shall be relieved of any such obligations hereunder. If any such termination resulting from Third Party Programs is to occur, 51�Թ������ճԹ� will notify Client of any such termination as soon as commercially practicable, and 51�Թ������ճԹ� will attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable.

3. Data Sources. Products licensed under these terms ingest data provided through interfaces or extract files from other systems used by Client or its vendors (“Data Sources”). For Data Sources provided by any systems other than 51�Թ������ճԹ� provided service or software system, 51�Թ������ճԹ� will cooperate with Client and its third party vendor to pull in data from the Data Sources. Any changes to or new Data Sources will be subject to additional charge. Access to and use of any Data Sources is subject to 51�Թ������ճԹ� entering into or having a reasonable agreement with such third party and such agreement remaining in full force and effect. 51�Թ������ճԹ� shall not be liable for any delay or failure to receive access to or use such interfaces maintained by Client or third party vendors, or any 51�Թ������ճԹ� provided interface for which the third party system is not accessible for reasons outside of 51�Թ������ճԹ�’s control or due to third party interface specification changes made without reasonable prior notice to 51�Թ������ճԹ� for development and testing of any updates for use of such specifications.

4. Location. The Location for these terms is Client’s address as set forth in the Agreement.

5. Computer System. The Computer System for these terms shall be the minimum specifications required to run the Software as set forth in the applicable documentation, as may be updated by 51�Թ������ճԹ� from time to time.

6. Additional License Terms. The following additional terms apply to the Software System licensed under these terms:

(i) Upon cancellation, completion, expiration or termination of the license or the applicable maintenance services for any reason, all monies paid or due and owing under these terms from Client shall be deemed non-refundable.

(ii) Client shall not remove or modify any markings, identification, copyright or other notices of 51�Թ������ճԹ�, its Affiliates or any Third Party from the Software System or associated documentation.

(iii) Client shall not disclose results of any performance information, analysis, or program benchmark tests of the Software System or any portion thereof without 51�Թ������ճԹ�’s prior written consent.

2. SOFTWARE SERVICES

(a) Implementation Services. 51�Թ������ճԹ� will provide Client with the initial services to configure the Software System for Client set forth in the Agreement (the “Professional Services”). 51�Թ������ճԹ� is not responsible for any damages incurred as a result of any data provided by Client or Client’s third party vendors. Timing of Client’s implementation and placement in the implementation queue is dependent on Client providing the required files and data. Additional professional services, including implementation, customizations, or modifications to the standard services, shall be provided upon Client’s request at 51�Թ������ճԹ�’s then current fees for such services, subject to the availability of 51�Թ������ճԹ� resources. Training provided as part of the Professional Services will be provided on mutually agreeable dates/times at Client’s designated location.(b) Where 51�Թ������ճԹ� agrees to provide maintenance on Third Party Software, 51�Թ������ճԹ� shall provide first tier support and pass through any additional maintenance provided by the third party at the time of shipment of the Third Party Software.

3. ADDITIONAL TERMS

(a) Notwithstanding any other provision hereof, to the extent 51�Թ������ճԹ�’s performance hereunder is dependent, in whole or in part, on the proper performance of Client, 51�Թ������ճԹ� shall be released, discharged and exonerated from its performance hereunder if Client has not performed.

(b) Maintenance services for the Software System licensed under these terms is for the then-current and just prior to current release of SoftwareSystem, support for prior releases may be available based on 51�Թ������ճԹ� resource availability and may be subject to additional charge at 51�Թ������ճԹ�’s then current fees for such services.

(c) Any hardware or other devices set forth in the Agreement are subject to the equipment terms and conditions in the Agreement or any applicable equipment Exhibit.

(d) Upon 51�Թ������ճԹ�’s request, Client shall provide 51�Թ������ճԹ� with written certification of the following relating to Client’s use of the Software System: (i) total number of software copies and documentation related thereto; and (ii) total number and location of workstations and servers on which the software is installed, operated, or accessed; and (iii) total number ofeach metric included in the Base Limits. 51�Թ������ճԹ� reserves the right to audit such certification.