﻿ROCKET SOFTWARE END USER LICENSE AGREEMENT

 
This End User License Agreement is by and between Rocket Software, Inc., or one
of its Affiliates ("Rocket"), and the end user customer ("End User
Customer"), and sets forth the terms and conditions under which Rocket will
provide a License for the Products and provide Support Services and is dated
and effective as of earlier of (i) the Order Form date and (ii) the Delivery
Date (the "Effective Date"). End User Customer agrees that Products are
licensed to End User Customer according to this End User License Agreement
("Agreement") and the Additional License Authorization that is applicable
to the licensed Products ("ALA" and, together with the Agreement, the
"EULA"). Capitalized terms in this EULA that are used but not defined
herein shall have the respective meanings set forth in Section 14
(Definitions).  1. LICENSE 

1.1 Measured License. 

	1.1.1	Except as described in Section 1.2 (Evaluation and Testing
	License) or as expressly permitted in the applicable Order Form or ALA
	and subject to any other restriction set forth herein, Rocket hereby
	grants to End User Customer a personal, non-exclusive,
	non-transferable, non-sublicensable Measured License to Use each
	Product for which it purchases a License in object code form and to any
	related Documentation. 
        
	1.1.2	Unless otherwise set forth in the applicable Order Form or ALA,
	Rocket and End User Customer will agree upon the location, model, and
	serial number of any and all equipment on which the Products will be
	installed and/or Used, and such equipment and location shall not be
	changed without Rocket's consent and payment of applicable Fees.
	End User Customer may only make one copy of the Products for archival
	purposes, which does not include use for failover or disaster recovery.
	End User Customer may purchase failover, disaster recovery and
	non-production Licenses from Rocket, which shall be governed by the
	Rocket Non-Production Licensing Guide (see
	https://www.rocketsoftware.com/company/trust/agreements). End User
	Customer may duplicate Documentation for internal use only, provided
	all proprietary markings and legends are retained.  

	1.1.3	Only End User Customer shall have the right to Use the Products
	and such Use shall be (i) solely for its own internal use and benefit
	and (ii) for the benefit of End User Customer's Affiliates, and not
	for further distribution or commercialization. 

	1.1.4	Except as expressly permitted in the applicable Order Form, ALA
	or Documentation, End User Customer shall not, directly or indirectly:
        
	(i)	Use the Products or Documentation except as specified herein; 
        
	(ii)	Copy, transfer, sublease, assign, distribute or deliver
	Products to another company or provide or otherwise make Products
	available to anyone other than Users or Use the Product for the benefit
	of any entity other than End User Customer, unless End User Customer
	has obtained Rocket's prior written consent (each an "Expanded
	Usage Right") and paid the applicable fees for each Expanded Usage
	Right, including as set forth in Section 13.5 (No Assignment).  
        
	(iii)	Copy, transfer, distribute, deliver, make available, Use, or
	access the Products or the Documentation to or in a country other than
	that specified in the "Ship To" address of the Order Form "
	or, if no such "Ship To" address is specified or provided, a
	country other than that in which the Product(s) were first installed,
	unless End User Customer has obtained Rocket's prior written consent
	and paid the applicable fees.
        
        
	(iv)	Translate, modify or make derivative works of the Products or
	the Documentation;
        
	(v)	Reverse engineer, decompile, disassemble or interpret the
	Products, except to the extent enforcement of this clause (v) is
	prohibited by applicable law;
        
	(vi)	Exceed the time period for the License or Use a Product in
	excess of the Measured License;
        
	(vii)	Use the Products in production if provided under a
	non-production License, including, without limitation, an Evaluation
	License, testing, or development License;
        
	(viii)	Alter the copyright or other intellectual property rights
	notices for the Products or the Documentation; or
        
	(ix)	Infringe or misappropriate Rocket's or its licensors'
	Intellectual Property.

1.2 Evaluation and Testing Licenses; Free Licensed Products. 
	1.2.1	Except as expressly permitted in the applicable Order Form, ALA
	or Documentation, when Rocket delivers and licenses the Products solely
	for evaluation or testing, End User Customer receives a
	non-transferable, non-sublicensable, non-exclusive license to use
	Products (the "Evaluation Licensed Products") for internal
	evaluation and testing purposes only, and not for any development,
	production, distribution, benchmarking, competitive analysis or other
	commercial purpose ("Evaluation License"). Unless another period
	is authorized in the applicable Order Form, ALA or other document, the
	term of an Evaluation License (the "Evaluation Term") will be (i)
	30 days starting from the date the Evaluation Licensed Products are
	made available for download to End User Customer and (ii) 90 days
	starting from the date the Evaluation Licensed Products are made
	available if the Products are pre-release or beta versions of a Product
	("Pre-Release Evaluation Products"). Notwithstanding Section 4
	(Warranties), any product licensed under this section is provided
	"as is' and there are no warranties, express or implied, and no
	obligations for Rocket to provide Support Services with respect to
	Evaluation Licensed Products. The Evaluation License terminates at the
	end of the Evaluation Term, and End User Customer is immediately
	required to uninstall delete and destroy all copies of such Evaluation
	Licensed Products and, upon request, provide Rocket with written
	confirmation of its compliance with this provision within 30 days of
	the request. End User Customer agrees to promptly report to Rocket all
	problems (including, without limitation, errors, failures,
	nonconforming results, and unexpected performances), provide comments
	regarding the Pre-Release Evaluation Product and to timely respond to
	any questionnaires submitted by Rocket regarding the results of End
	User Customer's testing of the Pre-Release Evaluation Product.
	Rocket reserves the right not to release a final version of the
	Pre-Release Evaluation Product or, even if released, to alter prices,
	features, specifications, capabilities, functions, release dates,
	general availability, or other characteristics of the Pre-Release
	Evaluation Product.

	1.2.2	Except as expressly permitted in the
	applicable Order Form or ALA, when Rocket delivers and licenses the
	Products solely for use at no charge, End User Customer receives a
	non-transferable, non-sublicensable, non-exclusive license to use
	Products (the "Free Licensed Products") for internal purposes
	only, and not for any development, production, distribution,
	benchmarking, competitive analysis or other commercial purpose.
	Notwithstanding Section 4 (Warranties), any product licensed under this
	section is provided "as is' and there are no warranties, express
	or implied, and no obligations for Rocket to provide Support Services
	with respect to Free Licensed Products.  Rocket may discontinue
	offering the Free Licensed Products at any time in its sole discretion.
	Upon such discontinuation, End User Customer is required to uninstall,
	delete and destroy all copies of such Free Licensed Products and, upon
	request, provide Rocket with written confirmation of its compliance
	with this provision within 30 days of the request.
        
1.3 Notice Required for Increases.  End User Customer shall provide Rocket with
prior written notice of any actual or intended increase in the number of
Licenses or usage increase beyond End User Customer's current License
entitlement for a particular Product. If there are additional fees required for
End User Customer to remain in compliance with this EULA and the License grant
for a particular Product, End User Customer will pay such fees in accordance
with Section 3 (Fees and Payment) upon receipt of an invoice from Rocket. If
End User Customer has a Support Services subscription for such Licenses, End
User Customer will be charged a pro-rated annual Support Service Fee equal to
20% of the additional License fees. If End User Customer fails to provide
notice under this Section 1.3, End User Customer will be charged fees pursuant
to Section 9.3 (Audit) for the additional usage or Licenses. 

1.4 Termination.  Rocket may terminate any License governed by this EULA by
written notice (i) immediately, if Rocket reasonably suspects that End User
Customer is or has infringed or misappropriated Rocket's or its
licensors' Intellectual Property or has failed to comply with the License
Terms in this Section 1; (ii) if End User Customer fails to comply with any
other terms of this EULA, subject to any specified cure period; or (iii) as
specified in the Warranty Terms. Upon termination, End User Customer will pay
all Fees due, immediately cease using and uninstall all Products and, upon
Rocket's request, provide written certification of such compliance within 30
days. 

2. SUPPORT AND OTHER SERVICES

2.1 Support Services Terms.  Rocket will provide Support Services purchased by
End User Customer according to Rocket's current standard policies and
procedures, as revised from time to time and incorporated herein by reference,
and located at https://www.rocketsoftware.com/company/trust/agreements.
Rocket's standard Support Services generally include (i) commercially
reasonable efforts to resolve problems or bugs in Products that substantially
impair the functionality described in Rocket's published technical
specifications; (ii) revisions and updates for Products containing code fixes,
improvements or enhancements to existing functionality as available; (iii)
access to online problem reporting, tracking, and self-help tools; and (iv)
telephone support for trained End User Customer personnel during support hours.
Support Services do not include onsite support, which may be purchased if
available.  All requests for Support Services shall provide details sufficient
to diagnose or reproduce said failure.

2.2 Limitations on Support Services. End User Customer acknowledges that
Support Services are not available for an error or malfunction which, after
investigation by Rocket and End User Customer, is determined to have been
caused by End User Customer's equipment, an enhancement not made by Rocket,
incorrect data or procedures used by End User Customer, or any other problem
that is not directly caused by Rocket or the Products.  Any modification or
attempted modification of the Products by End User Customer not in accordance
with the Documentation, or any failure by End User Customer to implement the
current release of the Products or the release immediately preceding the
current release within six months of the current release's availability
shall excuse Rocket's obligations under this Section 2 unless End User
Customer has obtained prior written authorization from Rocket permitting such
modification, attempted modification or failure to implement.

2.3 Support Period.  The initial Support Period begins on the Product Delivery
Date, unless a different Support Period is agreed between the parties on an
Order Form or otherwise in writing. The Support Period will renew automatically
for subsequent Support Periods unless either party provides written notice of
termination at least 60 days prior to the end of the current Support Period. If
End User Customer's Support Services lapse at any time, renewal will be
subject to Rocket's then-current re-instatement policies and fees.  Upon
termination of the Support Period, End User Customer will immediately return or
destroy any Rocket Confidential Information, Documentation, and other Rocket
materials. End User Customer will pay Rocket all fees accrued as of the
termination date in accordance with Section 3 (Fees and Payment).

2.4. Support Renewal. In the event of perpetual licenses and unless otherwise
agreed, End User Customer shall not renew Support Services for less than its
licensed quantity(ies) of the same Products.  If End User Customer fails to
renew Support Services and subsequently elects to become active on Support
Services for its Licenses, End User Customer will be charged for the time
Support Services lapsed along with reinstatement fees according to Rocket's
policies.

2.5 Other Services.  Rocket may provide other Services under this EULA such as
installation, implementation, consulting or training that do not include the
creation of any Intellectual Property or the provision of any deliverables.
Rocket will provide those Services at rates provided by Rocket.  The details of
such Services may be set forth in a separate statement of work which will be
governed by this EULA. Any Services that involve the creation of Intellectual
Property or the provision of deliverables will be subject to Rocket's
Professional Services Terms located at
https://www.rocketsoftware.com/company/trust/agreements.

3. FEES AND PAYMENT

3.1 Product Fees and Support Service Fees. Fees for the Products and Services
will be set forth on an Order Form or as part of the order process.  End User
Customer will be responsible for paying shipping, handling, taxes, and any
similar fees and for customs clearance and paying any customs duties and import
fees.

3.2 Payment Terms.  Unless otherwise agreed on an Order Form or otherwise in
writing, End User Customer's payments are due within 30 days from date of
invoice. Late payment is a material breach of End User Customer's
obligations, upon which Rocket may suspend Delivery of Products and Services
performance. End User Customer will pay all reasonable costs and expenses for
collection of overdue amounts, including, without limitation, legal fees. End
User Customer must give notice in writing of any disputed invoice within 15
days of invoice receipt or its right to dispute the invoice is hereby waived.
If any Fees or Taxes due to Rocket are not paid in full within 30 days
following its due date, Rocket shall have the right to charge interest at a
rate of 1.5% per month (18% per annum) or the maximum amount allowed by law, if
less, on the unpaid portion until fully paid.

3.3 Taxes. Fees for Products and Services do not include Taxes. End User
Customer will pay all sales, use, value added, goods and services, property,
customs, excise and other taxes (not including taxes on Rocket's net income)
("Tax") imposed upon the purchase, sale, License, or use of Products
and/or Services, regardless of whether the Tax is included in End User
Customer's invoice. Applicable Tax will appear on the End User Customer's
invoice unless a valid exemption certificate is on file at the time of
invoicing. In the event of cross-border payments under this EULA, the payments
do not constitute royalties and are not subject to withholding taxes based on
the Organization for Economic Cooperation and Development Commentary on Article
12 of the Model Tax Convention. All payments by End User Customer will be made
free and clear of, and without reduction for, any withholding taxes. In the
event End User Customer believes local country statutes require withholding
taxes on payments, End User Customer shall contact the invoicing entity within
five days of invoice to jointly determine if withholding taxes are in fact
required.?  Should the parties agree withholding taxes are legally required to
be deducted, the parties will cooperate to minimize such Taxes, including,
without limitation, the application of reduced withholding under an applicable
treaty, and End User Customer will provide the invoicing entity with official
receipts issued by the appropriate taxing authority or such other evidence as
is reasonably requested to establish that such Taxes have been paid.

4. WARRANTIES

4.1 Product Warranty.  Rocket warrants that on the Delivery Date and for a
period of 90 days thereafter (the "Product Warranty Period"), the
Products will perform substantially according to Rocket's current published
technical specifications in effect on the Delivery Date when used according to
the Documentation. Any Product Warranty claim by End User Customer must be made
in writing to Rocket prior to the end of the Product Warranty Period. If
requested, End User Customer must provide remote or local access to the
Products to Rocket to perform Product Warranty service as a condition to
exercising this right. Rocket will repair or replace the Products not
conforming to the Product Warranty or, at its option, refund any pre-paid part
of the Fees paid for the Products that do not conform, and terminate the
License for the non-conforming Products. The Product Warranty described herein
also applies to Third Party Components but does not apply to (i) any
free-of-charge Products or updates provided following the Warranty Period; or
(ii) Third Party Software.

4.2 Support Warranty. Rocket warrants that Support Services will be performed
in a commercially reasonable manner consistent with general industry standards
that apply to similar services. Any Service Warranty claim by End User Customer
for Support Services must be made in writing to Rocket within 15 days after the
date Rocket provided the Support Service (the "Service Warranty Period"). 

4.3 Warranty Limitations; Disclaimer.  Notwithstanding the foregoing, the
Product Warranty and Service Warranty above do not cover problems (i) caused by
any change to the Software, except where the changes were made by Rocket or
Rocket's designee; (ii) caused by any misuse, alteration, neglect,
unauthorized repair or installation, or acts or omissions of any party other
than Rocket; (iii) caused by an error or defect in End User Customer hardware,
software, networks, or systems or failure to provide a suitable installation or
operating environment for the Software; (iv) caused by End User Customer not
using the Software according to this EULA or Rocket's current published
technical specifications or Documentation; or (v) reported after the warranty
period. EXCEPT AS SET FORTH IN SECTIONS 4.1 AND 4.2 ABOVE, ROCKET, ITS
AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS AND DISCLAIM ALL OTHER
WARRANTIES, REPRESENTATIONS AND GUARANTEES, EXPRESS OR IMPLIED, ORAL OR
WRITTEN, FOR PRODUCTS OR SERVICES, THEIR USE, SUFFICIENCY, ACCURACY,
RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, OR COMPLETENESS,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: (i) MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, (ii) THAT SUPPORT SERVICES OR OPERATION OF
PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH
ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, OR (iii) RELATING TO THE AI
OUTPUTS, OR THAT THE PRODUCTS OR SERVICES WILL BE FREE FROM VIRUSES OR
MALICIOUS CODE OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED. THIS SECTION 4
DESCRIBES ROCKET'S SOLE LIABILITY AND END USER CUSTOMER'S SOLE REMEDY FOR
A PRODUCT WARRANTY CLAIM OR SERVICE WARRANTY CLAIM.

4.4  Inability to Exclude Warranties.  If statutory laws of a jurisdiction
applicable to this EULA restrict the exclusion of certain implied warranties,
limitations on how long an implied warranty may last, or the exclusion or
limitation of incidental, consequential, or special damages: (i) each warranty
that cannot be excluded is limited in time to 60 days from the date of first
delivery of the Software; and (ii) Rocket's total liability to Licensee for
breach of all such warranties are limited to the amount stated in Section 8
(Limitation of Liability).  


5. INTELLECTUAL PROPERTY OWNERSHIP

Except as explicitly specified herein, Rocket, its Affiliates or licensors own
and retain all right, title and interest in all Intellectual Property in
Products, Software,  Services, Documentation, developments, research data,
designs, layout, methodologies, processes and procedures, models, formulae,
artificial intelligence ("AI") models and training data, algorithms,
documents, drawings, plans, specifications and other Rocket information,
proprietary materials and all derivative works. To the extent that any right,
title, or interest in or to any of Rocket's Intellectual Property may not
automatically vest in Rocket by operation of law, End User Customer irrevocably
transfers, assigns and conveys all right, title, and interest therein to Rocket
and will execute any documents necessary to that effect. End User Customer's
only rights in the Products are the express Licenses referenced in this EULA;
no other Licenses are granted or implied. Third Party Software (including,
without limitation, Open Source Software) are governed by the terms of their
respective licenses and not the terms of this EULA. Information about Third
Party Software (including, without limitation, Open Source Software) and Third
Party Components incorporated into the Products may be found in a file
accompanying the Product, on a Product website, in the Product itself, in the
Documentation or in the applicable ALA.   End User Customer agrees that Rocket
may incorporate any feedback provided by End User Customer into its Products or
use such feedback to improve its Products or Services provided such information
does not identify End User Customer or its users (and such data shall not be
deemed Confidential Information of End User Customer hereunder).

6. CONFIDENTIALITY

6.1 Confidential Information Defined. For the duration of this EULA , each
party may supply confidential information ("Confidential Information") to
the other party. Whether or not disclosed orally or marked as confidential,
Confidential Information of Rocket includes the EULA, Products, and Services;
Rocket Intellectual Property, and Rocket proposals, specifications, manuals,
product roadmaps, financial data, pricing, and results of benchmark tests and
any other information it provides to End User Customer hereunder that a party
would reasonably believe is confidential.  Confidential Information of Customer
consists of data that it provides to Rocket hereunder that a party would
reasonably believe is confidential, other than as permitted under this EULA.
Confidential Information of a party shall not include any information that: (i)
was in the public domain when received, or thereafter enters the public domain
through no fault of the Receiving Party; (ii) is in the Receiving Party's
possession prior to receipt from the Disclosing Party, without any breach of
this Section 6; or (iii) was independently developed by Receiving Party without
reference to the Confidential Information of Disclosing Party.  Receiving Party
will, if legally permitted, promptly notify Disclosing Party if it is compelled
by a court or legal process to disclose Confidential Information and will take
any reasonable action requested by Disclosing Party to maintain the
confidentiality of the Confidential Information. Products are not deemed to be
placed in the public domain by Rocket. The parties agree that Confidential
Information shall remain the property of the original owner. Receiving Party
may only disclose Disclosing Party's Confidential Information to its employees
or contractors who are bound by written confidentiality obligations no less
restrictive than these terms. 

6.2 Personal Data. Each party will use best efforts to prevent disclosure to
the other party of any personally identifiable information ("Personal
Data").  Any Personal Data that is shared will be deemed to be the
Confidential Information of the Disclosing Party.

6.3 Effect of Termination.  Upon notice from the Disclosing Party or upon
termination of this EULA for any reason, the Receiving Party will return to the
Disclosing Party all Confidential Information of Disclosing Party that is in
tangible form (or, where a delivery is not possible, will destroy such
Confidential Information and, upon request, certify to the Disclosing Party
that the Receiving Party has done so). Such return or destruction shall take
place within 30 days of request or EULA termination. If any information is not
returned due to Receiving Party's document retention policy, law or
regulation, that information shall remain subject to this Section 6.

7. INDEMNIFICATION

7.1 Indemnification by Rocket.

	7.1.1 	Rocket will defend, at its expense, a third-party legal action,
	suit or proceeding against End User Customer ("Claim") to the
	extent that a Product ("Indemnified Product") directly infringes
	a valid patent or copyright of the country where the End User Customer
	is using the Product in compliance with the applicable Order Form and
	this EULA. Rocket will indemnify End User Customer for any judgment
	finally awarded against End User Customer or settlement agreed to by
	Rocket for such Claim to the extent of the Indemnified Product's
	infringement, provided (i) End User Customer notifies Rocket promptly
	in writing of the Claim, although failure of prompt notification shall
	not invalidate the indemnification obligation unless Rocket is
	materially prejudiced thereby, (ii) Rocket has sole control over the
	defense and settlement, (iii) End User Customer fully cooperates with
	Rocket, providing all documents and information in End User
	Customer's possession relevant to the Claim, and (iv) End User
	Customer makes personnel available to testify or consult with Rocket.

	7.1.2 	If an Indemnified Product becomes, or in Rocket's opinion is
	likely to become subject to a Claim, Rocket may, at its option and
	expense: (i) acquire the right for End User Customer to continue using
	the Indemnified Product, (ii) replace or modify the Indemnified Product
	or create a workaround so that the Indemnified Product is functionally
	equivalent and non-infringing, or (iii) terminate the License for the
	Indemnified Product and give End User Customer a credit for the Fee
	paid by End User Customer for the infringing part of the Indemnified
	Product, less a reasonable allowance for the time End User Customer
	used the Indemnified Product.

	7.1.3 	Rocket is not obligated or liable for a Claim where the
	infringement arises due to: (i) use of an Indemnified Product not
	according to the EULA or Documentation, (ii) modification of an
	Indemnified Product by anyone other than Rocket, or modification made
	by Rocket for non-standard features or functionality for End User
	Customer or according to End User Customer's directions, (iii) any
	products, equipment, software, or data not supplied by Rocket, (iv) use
	of an Indemnified Product combined with any other products, equipment,
	software, or data not supplied by Rocket, including, without
	limitation, Third Party Software, if infringement would not occur
	without?  the combination, (v) use of a version of Indemnified Product
	other than the most current release available or End User Customer's
	failure to install a revision, update or release that would have
	eliminated the infringement, (vi) End User Customer's designs,
	instructions, plans or specifications or AI Outputs, or (vii) use of an
	Indemnified Product combined with an End User Customer or third-party
	use, process or method if infringement would not occur without the
	combination.

7.2 Indemnification by End User Customer.  End User Customer will defend, at
its expense, a third-party Claim against Rocket (i) that any product,
information, data or material provided by End User Customer infringes another
party's Intellectual Property rights, other than a Claim for which Rocket is
responsible according to Section 7.1 above, or (ii) arising from End User
Customer's or its Affiliates' failure to comply with the terms of the
applicable Order Form, this EULA, the Documentation or other applicable
agreement between the parties.  End User Customer will indemnify Rocket for any
damages, or amounts of a judgment finally awarded against Rocket or agreed as
settlement, for the Claim, provided (i) Rocket notifies End User Customer
promptly in writing of the Claim, although failure of prompt notification shall
not invalidate the indemnification obligation unless End User Customer is
materially prejudiced thereby, (ii) End User Customer has sole control over the
defense and settlement, (iii) Rocket fully cooperates with End User Customer,
providing all documents and information in Rocket's possession relevant to
the Claim, and (iv) Rocket makes personnel available to testify or consult with
End User Customer.

7.3. Failure to Defend or Settle. If a party fails to defend or settle a claim
according to this Section 7 in a timely manner, the other party may assume
defense of the claim at the indemnifying party's expense, and the
indemnifying party will reasonably cooperate. Neither party may, without
written consent of the other party, make an admission of fault on behalf of the
other party, or agree to the settlement of a claim binding the other party that
does not contain a full release of liability for the other party.

7.4 Sole Remedy. THIS SECTION 7 DESCRIBES EACH PARTY'S SOLE LIABILITY AND
THE OTHER PARTY'S SOLE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT.  

8. LIMITATION OF LIABILITY

8.1 ROCKET, ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR (i) ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, AGGRAVATED, EXEMPLARY, PUNITIVE OR INCIDENTAL
DAMAGES, OR (ii) ANY INTERRUPTION OF BUSINESS OR OPERATIONS, COST OF COVER,
GOODWILL, TOLL FRAUD, OR LOSS OR CORRUPTION OF DATA, PROFITS, OR REVENUE, OR
FAILURE OF A REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE.

8.2 EXCEPT FOR A CLAIM FOR INFRINGEMENT UNDER SECTION 7 (INDEMNIFICATION),
DEATH OR BODILY INJURY CLAIMS, TANGIBLE PROPERTY DAMAGE, WILLFUL MISCONDUCT, OR
FRAUD, ROCKET, ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES
THAT EXCEED THE AMOUNT END USER CUSTOMER PAID IN THE PRECEDING 12 MONTHS FOR
THE PRODUCTS OR SERVICES THAT GAVE RISE TO THE CLAIM.

8.3 THE LIMITATIONS IN THIS SECTION 8 WILL APPLY TO ANY DAMAGES, HOWEVER
CAUSED, UNDER ANY THEORY OF LIABLITY, WHETHER FOR BREACH OF CONTRACT, TORT, THE
USE OR PERFORMANCE OF A PRODUCT OR SERVICE, OR OTHERWISE, AND REGARDLESS OF
WHETHER THE DAMAGES WERE FORESEEABLE OR UNFORSEEABLE. 

8.4 NOTWITHSTANDING ANYTHING SET FORTH ABOVE OR OTHERWISE SET FORTH IN THIS
EULA, ROCKET WILL NOT BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN 12 MONTHS AFTER
END USER CUSTOMER BECAME AWARE OF THE ISSUE GIVING RISE TO THE CLAIM, NOR WILL
ROCKET BE LIABLE FOR ANY DAMAGES RELATING TO OR ARISING OUT OF ANY FREE
PRODUCTS OR OFFERED UNDER AN EVALUATION OR TEST LICENSE. THE PARTIES WOULD NOT
HAVE ENTERED INTO THIS EULA WITHOUT THIS SECTION. IF THE APPLICATION OF THIS
SECTION IS LIMITED BY LAW, ROCKET'S LIABILITY WILL BE LIMITED TO THE EXTENT
PERMITTED BY LAW.  ROCKET'S FAILURE TO EXERCISE A RIGHT OR REMEDY IS NOT A
WAIVER THEREOF.

9. VERIFICATION AND AUDIT

9.1 Records.  End User Customer agrees to keep electronic and other records
sufficient for Rocket to confirm that End User Customer has complied with this
EULA, applicable agreements and any Order Forms for at least three years
following termination of this EULA.

9.2 Verification Statement.  

	9.2.1 	Upon Rocket's request, End User Customer shall furnish
	Rocket with a signed statement and/or completed and signed
	questionnaire, such questionnaire to be provided by Rocket
	(collectively, the "Verification Statement") verifying that the
	Products are being used pursuant to the applicable Order Form this
	EULA, any Documentation and any other applicable agreements. Rocket
	will not request a Verification Statement more frequently than annually
	for the same Products without reasonable cause (e.g., suspected
	non-compliance, inconsistent usage reports, or failure to provide a
	Verification Statement). End User Customer agrees to provide the
	Verification Statement within 15 days of Rocket's written request.
	The Verification Statement shall include all relevant details of End
	User Customer's installation and/or usage of the Products, including
	the applicable information set forth below for, at a minimum, the
	previous three years.

	(i)	For Products licensed for mainframe systems, the Verification
	Statement shall include, without limitation: (x) the location, model,
	and serial number of any and all equipment on which the Products are
	currently or previously installed and/or used,  (y) for any Products
	that are subject to capacity, sub-capacity,  or other applicable
	licensing metric restrictions, the peak and average usage of MIPS/
	MSUs/CPCs (sometimes referred to as "CPUs"),  or other applicable
	licensing metric in the prior year, as appropriate to the Products.  If
	requested by Rocket, End User Customer shall also provide copies of the
	Sub Capacity Reporting Tool ("SCRT"), Resource Management
	Facility ("RMF") Partition Data Report, usage logs, and/or such
	other system reports. 
        
	(ii)	For all other Products, the Verification Statement shall
	include, without limitation, the same details as, and/or details in
	lieu of, the details required for mainframe systems, including, but not
	limited to: (w) the total number of sessions or other applicable
	licensing metric restrictions, (x) the total number of devices,
	physical or virtual, upon which the Products are installed and/or
	through which the Products are accessed or used, (y) the number of
	Users or other individual human beings who are authorized to use or
	access the Products, whether or not such human beings actually use or
	access such Products, and (z) the country or countries in which the
	devices and human beings are located. 
        
	9.2.2	Should Rocket have questions about the information provided in,
	or missing from, the Verification Statement, End User Customer agrees
	to cooperate with Rocket, including, without limitation, by providing
	additional information to Rocket, to complete Rocket's full
	understanding of the installation and/or use of the Products.   

9.3 Audit. Rocket may audit End User Customer's installation and/or use of
the Products upon ten days prior written notice but not more frequently than
annually for the same Products without reasonable cause (the "Audit").
End User Customer shall provide reasonable and timely access to the data,
historical records, computer systems, and End User Customer employees, vendors,
and other third parties needed to assess End User Customer's compliance with
the applicable Order Form, this EULA, any Documentation and any applicable
agreements. At Rocket's option, Rocket or a third-party auditing firm may
conduct the Audit. Rocket, or such third-party auditing firm, may use automated
tools, telemetry data, AI, or other tools and technology to assist in verifying
compliance. Rocket shall bear its costs to conduct an Audit, inclusive of fees
payable to a third-party, provided, however, that End User Customer shall
reimburse Rocket for all expenses related to the Audit should the Audit reveal
underpayment of Licenses and/or Fees for Support Services in excess of 5% of
the total fees previously paid to Rocket over the immediately preceding 12
months.
 
9.4 Resolution.  Should the Verification Statement or Audit reveal an
underpayment and/or non-payment of fees by End User Customer to Rocket, End
User Customer shall pay the following fees to Rocket within 15 days of written
notification of the same from Rocket (the "Resolution Date"): (i) new
license fees for the difference between the End User Customer's licensed
deployment and the End User Customer's actual deployment, which shall be
calculated based on Rocket's then-current list price (with no discounts
applied) for the Products (the "New License Fees"), (ii) incremental
Support fees calculated at 20%, or as otherwise stated in any applicable Order
Form, of the New License Fees for the period from the first date of
installation of the license(s) in question through 12 months subsequent to the
Resolution Date (the "Incremental Support Fees"), (iii) interest on both
the New License Fees and Incremental Support Fees at the rate of 1.5% per month
(18% per annum) or the maximum amount allowed by law, if less, for the period
since first installation of the Products in question through the Resolution
Date, and (iv) any applicable Tax(es) on the foregoing fees.   

10. RELIEF

10.1 Good Faith Resolution.  The parties will attempt in good faith to resolve
any controversy or claim hereunder promptly through business discussions and
each party will, upon written request, escalate a dispute to their respective
executive management for resolution.?  If the parties fail to resolve the
dispute within 30 days of written request, or any longer period agreed in
writing, the parties may pursue the remedies to which they are entitled. This
clause shall not restrict either party's right to seek equitable relief at
any time.

10.2 Equitable Relief.  End User Customer's failure to comply with the
License or confidentiality terms of the applicable Order Form, this EULA or
other agreement may result in irreparable harm to Rocket that may be intangible
but real and is incapable of complete remedy by award of damages. End User
Customer agrees (i) Rocket has the right to seek an injunction or other court
order and may proceed directly to court to specifically enforce End User
Customer's obligations, (ii) no finding of irreparable harm or other
condition to injunctive relief is required, (iii) if equitable relief is
granted, End User Customer will pay Rocket's reasonable expenses and
attorney fees, in addition to any other relief granted, and (iv) Rocket shall
have the right to pursue all remedies at law and in equity for such a breach.

11. INFORMATION SECURITY AND PRIVACY

Rocket has designed and implemented an information security program consistent
with generally accepted industry standards, which is reviewed annually. End
User Customer is solely responsible for, and assumes all liability with respect
to, its own collection, processing, storage, and transfer of any user data,
including, without limitation, Personal Data and other sensitive data.  End
User Customer is solely responsible for assessing the Products and any related
service in compliance with any industry requirements applicable to End User
Customer. Each party must comply with its respective obligations under all
applicable laws, regulations, and industry standards regarding data collection
and data privacy that apply to use of Products. Personal Data or customer data
that End User Customer provides to Rocket for the purpose of receiving Products
or Services will be handled in accordance with the Rocket Software Global Data
Protection and Privacy Notice
(https://www.rocketsoftware.com/company/legal/privacy-policy). 
 
12. U.S. GOVERNMENT USERS

Products, Documentation, and Services are developed at private expense and are
"Commercial Products", as that term is defined at 48 C.F.R. Â§2.101, and
includes "Commercial Computer Software" and "Commercial Computer
Software Documentation", as such terms are used in 48 C.F.R. Â§12.212 or 48
C.F.R. Â§227.7202, as applicable. 
 
In accordance with 48 C.F.R. Â§12.212 or 48 C.F.R. Â§Â§227.7202-1 through
227.7202-4, as applicable, the Commercial Computer Software and Commercial
Computer Software Documentation are being licensed to U.S. Government end users
(i) only as Commercial Products and (ii) with only those rights as are granted
to all other end users pursuant to the terms and conditions herein.
Unpublished-rights are reserved under the copyright laws of the United States.
As required by 48 C.F.R. Â§227.7202-3, the Government's rights to use, modify,
reproduce, release, perform, display, or disclose computer software or computer
software documentation will be governed by and subject to this EULA. If any
term or condition set forth in this Agreement: (w) allows for the automatic
termination of the U.S. Government's license rights or maintenance of
services; (x) allows for the automatic renewal of services and/or fees; (y)
allows for the U.S. Government to pay audit costs; and/or (z) requires the
governing law to be anything other than Federal law, then such term and
condition shall not apply to the U.S. Government, but shall continue to apply
to prime contractors and subcontractors of the Government. Finally, to the
extent any term and condition set forth in this Agreement is contrary to U.S.
Federal procurement law, then such term and condition shall not apply to the
U.S. Government but shall continue to apply to prime contractors and
subcontractors of the government.

13. MISCELLANEOUS

13.1 Entire Agreement.  This EULA supersedes all other oral or written terms,
proposals, or representations in effect between the parties regarding the
Products and Services. This EULA may only be modified by an agreement entered
into by both parties. All terms provided by End User Customer, including any
terms set forth in any online vendor portal or on End User Customer's
Purchase Order are null and void and without any effect, provided, that Rocket
may accept any Purchase Order provided, or register on any vendor portal,
solely for payment purposes. If any term of the applicable Order Form or this
EULA is held to be illegal, invalid, or unenforceable, the other terms remain
in full force and effect. 

13.2 Order of Precedence. Any conflicting terms and conditions will be resolved
according to the following order of precedence: any applicable Order Form, the
applicable ALA, and this End User License Agreement.

13.3 Survival.  Any term that is intended to survive the termination of the
EULA will survive, including, for the avoidance of doubt, Section 3.3 (Taxes),
Section 4.3 (Warranty Limitation; Disclaimer), Section 5 (Intellectual Property
Ownership), Section 6 (Confidentiality), Section 7 (Indemnification), Section 8
(Limitation of Liability), Section 9 (Verification and Audit) and this Section
13 (Miscellaneous).

13.4 Third Party Rights.  This EULA does not confer a benefit on, and is not
enforceable by, any person or entity who is not a party to this EULA.

13.5 No Assignment.  End User Customer may not assign this EULA or its
Licenses, Products or Services, or any of its obligations, rights or remedies,
in whole or in part, without Rocket's prior written approval in its sole
discretion.  Any sale or disposition of all or substantially all of End User
Customer's assets or any merger, acquisition, or divestiture of End User
Customer shall be deemed a transfer or assignment for which Rocket's written
consent, and payment by Customer of applicable fees, shall be required. End
User Customer shall give Rocket advance written notice of any assignment,
merger, acquisition, or divestiture  to legal@rocketsoftware.com, if permitted,
and within 15 days of the transaction  if not permitted in advance.

13.6 Notices. All notices permitted or required under this Agreement will be in
writing, signed by the party giving notice, and, in the case of Rocket, via
email to legal@rocketsoftware.com and, in the case of End User Customer, via
email to the address listed on any applicable Order Form, in any customer
portal or at such other address as may be in Rocket's files. 

13.7 Force Majeure.  Neither party is liable for delay or failing to perform
its obligations due to a cause beyond its reasonable control and without fault
or negligence, except End User Customer's failure to perform its payment
obligations.

13.8 Compliance with Laws. Rocket and End User Customer and their respective
Affiliates will comply with applicable U.S., foreign, and international laws
and regulations, including, without limitation, those relating to export
compliance, anticorruption, use of AI and data privacy. End User Customer
further agrees: (i) that the export, re-export, transfer, re-transfer, sale,
supply, access to, or use of the Products or Services, to or in a country other
than the country in which the Products or ? Services were first provided to End
User Customer, or to, by, or for a different end user or end use, may require a
U.S. or other government license or other authorization (as well as prior
written consent from Rocket, per Section 1 (Licenses)); and (ii) not to,
directly or indirectly, export, re-export, transfer, re-transfer, sell, supply,
or allow access to or use of the Products or Services to, in, by, or for
sanctioned, embargoed, or prohibited countries, persons, or end uses under U.S.
or other applicable law (collectively, "Prohibited Uses"). End User
Customer is responsible for screening for Prohibited Uses and obtaining any
required licenses or other authorizations and shall indemnify Rocket for any
violation by End User Customer of any applicable export controls and/or
economic sanctions laws and regulations. End User Customer will not use
Products for nuclear, chemical, missile or biological weapons-related end uses
and any other purpose prohibited by applicable export laws.  End User Customer
must immediately notify Rocket if it becomes aware of any breach of its
obligations in this section and Rocket may terminate this EULA (including,
without limitation, all Licenses hereunder) immediately if End User Customer
breaches any of the provisions in this clause.

13.9 Governing Language. The parties agree that the EULA and all related
documents are in English. If Rocket provides a dual language version of a
document for convenience, in the event of any conflicts the English language
version shall prevail. 

13.10 Independent Contractors. Each party is an independent contractor and may
not commit the other party without written authorization. The EULA does not
create an employment, joint venture, partner, or agency relationship.

13.11 Governing Law; Jurisdiction; Venue. 

	13.11.1	North and South America and any Locations not otherwise
	Specified by this Section. For End User Customers located in North or
	South America, the following terms apply:

Governing Law; Jurisdiction and Venue. Massachusetts laws govern the EULA
excluding conflict of law principles that would apply the law of any other
jurisdiction. Each party waives the right to jury trial for a claim in law or
equity. The United Nations Convention on Contracts for the International Sale
of Goods and the Uniform Computer Information Transaction Act, as adopted, do
not apply. The parties submit to the exclusive jurisdiction of the federal and
state courts located in Boston, Massachusetts.

	13.11.2	UK, IE, Middle East, Africa and India. For End User Customers
	located in the United Kingdom, the Republic of Ireland, British Crown
	Dependencies, British Overseas Territories, Middle East, Africa and
	India the following terms apply:
        
Governing Law; Jurisdiction and Venue. This EULA is governed by the laws of
England and Wales and the parties submit to the exclusive jurisdiction and
venue of courts located in England.

	13.11.3	Germany, Austria, and Switzerland ("DACH"). For End User
	Customers located in DACH, the following terms apply:

Governing Law; Jurisdiction and Venue. This EULA is governed by the laws of
Germany and the parties submit to the exclusive jurisdiction and venue of
courts located in Germany.

Clarification on Liability Cap under Section 8 (Limitation of Liability). THE
PARTIES AGREE THAT THE LIABILITY CAP IN SECTION 8 (LIMITATION OF LIABILITY)
APPLIES FOR SLIGHTLY NEGLIGENT INFRINGEMENT OF A MATERIAL CONTRACTUAL
OBLIGATION, WHOSE FULFILLMENT IS ESSENTIAL IN ACCOMPLISHING THE CONTRACT AND,
ON WHOSE FULFILLMENT, THE OTHER PARTY CAN REGULARLY DEPEND ("CARDINAL
DUTY"/ "KARDINALPFLICHT"). THE PARTIES SPECIFICALLY AGREE THAT THE
TYPICAL FORESEEABLE DAMAGE AND BREACHES OF A CARDINAL DUTY WILL NOT EXCEED IN
AGGREGATE THE LIABILITY CAP SET OUT IN SECTION 8 (LIMITATION OF LIABILITY).

Additional Exceptions on Liability under Section 8 (Limitation of Liability).
NONE OF THE LIMITATIONS IN SECTION 8 (LIMITATION OF LIABILITY) EXCLUDE EITHER
PARTY'S LIABILITY FOR DAMAGES DIRECTLY RESULTING FROM: (I) INTENT; (II)
GROSS NEGLIGENCE; (III) CULPABLE INJURY TO LIFE, BODY AND HEALTH; (IV) IN CASE
OF A BREACH OF GUARANTEE, WHICH MUST BE EXPLICITLY NAMED A "GUARANTEE";
OR (V) MANDATORY LIABILITIES UNDER THE PRODUCT LIABILITY ACT.

	13.11.4	Netherlands and Other European Countries Not Listed Above. For
	End User Customers located in the Netherlands and European countries
	not covered by other region-specific terms above, the following terms
	apply:

Governing Law; Jurisdiction and Venue. This EULA is governed by the laws of the
Netherlands and the parties submit to the exclusive jurisdiction and venue of
court located in Rotterdam. Any court proceedings will be conducted in English,
to the extent available.

Additional Exceptions on Liability under Section 8 (Limitation on Liability).
NONE OF THE LIMITATIONS IN SECTION 8 EXCLUDES EITHER PARTY'S LIABILITY FOR
INTENT OR GROSS NEGLIGENCE (OPZET OF BEWUSTE ROEKELOOSHEID) OF THAT PARTY OR
ITS MANAGERIAL STAFF.

	13.11.5	Australia, New Zealand, and Asia Pacific. For End User
	Customers located in Australia and New Zealand and Asia Pacific the
	following terms apply:
        
Governing Law; Jurisdiction and Venue. This EULA is governed by the laws of
Australia and New South Wales and the parties submit to the exclusive
jurisdiction and venue of courts located in Sydney.

14. DEFINITIONS

"Affiliate" means a legal entity that is controlled by a party through
ownership of 51% or more of its outstanding equity. 

"Additional License Authorization" or "ALA" means the additional
specific software license terms that govern the use of a given software
product, including, without limitation, the provisions of the Non- Production
Licensing Guide (if applicable). The ALA(s) for Products are found at
https://www.rocketsoftware.com/company/trust/agreements, or can be provided by
Rocket at End User Customer's request.
"AI Output" means any content, data, or result generated by the Products
using AI or machine learning functionality, including but not limited to text,
code, images, or models.
"Concurrent User" means a User authorized to use a Product or Service
concurrently with other Concurrent Users, limited by a maximum number of
Concurrent Users at any one time.

"Deliver(y)" means Rocket has provided, and End User Customer is deemed
to have accepted, a Product through electronic access.

"Delivery Date" means the date Rocket has provided End User Customer with
access to the Product whereby End User Customer may download the Product for
its use according to its License. 

"Disclosing Party" means a party whose Confidential Information is
disclosed to the other party.

"Documentation" means Rocket's user manuals and training materials
containing Rocket's current specifications and requirements, as modified or
updated from time to time, and which are provided to End User Customer
electronically or physically.

"End User Customer" means the legal entity accepting this EULA or
downloading a Product.

"Fee" means Rocket's price for a Product or Service.

"Intellectual Property" means all intellectual property, including,
without limitation, inventions, patents, copyrights, trademarks, service marks,
trade names, trade secrets, know-how, moral rights, licenses, and any other
intangible proprietary or property rights, registered or not, under statute or
common law.

"License" means the personal, non-exclusive, non-transferable,
non-sublicensable right for End User Customer to use the Products,
Documentation, or materials as permitted hereby.

"Measured License" means a License for the time period, number and type
of Users, transactions, copies, seats, sessions, MIPS, MSUs  or other quantity
or measure specified (the "Unit of Measure" or "UOM") for each
Product, which will be set forth on an Order Form or in a separate document
accepted by or on behalf of End User Customer. 

"MIPS' means millions of instructions per second.

"MSUs' means million service units. 

"Named User" means a specific identified individual authorized to use a
Product or Service.  A new Named User may replace a prior Named User following
notice in writing to Rocket or by updating the user in the applicable portal.

"Open Source Software" means software or other material embedded in or
made available with a Product where such software or other material is made
available under an "open source license" as this term is commonly
understood by members of the open source community, including, without
limitation, those licenses meeting all the criteria prescribed in the Open
Source Definition provided by the Open Source Initiative
(https://opensource.org/osd).

"Order Form" means a document pursuant to which End User Customer
transacts to acquire License(s) to Products and/or Services from Rocket, either
directly or indirectly via a reseller or other partner of Rocket, and which
specifies the prices, fees and any applicable Unit of Measure and other special
terms which further define End User Customer's License entitlements. 

"Product Warranty" means Rocket's express, limited warranty for
Products set forth herein.

"Products' means Rocket proprietary software products. Any reference to a
Product or Products includes all Products offered by Rocket to End User
Customers and/or Licensed by End User Customer.   

"Professional Services Terms' means Rocket's terms governing any
services provided to End User Customer which are not included in Support
Services or other Services governed by this EULA and which are located here:
https://www.rocketsoftware.com/en-us/legal/agreements.

"Purchase Order" means End User Customer's document provided to Rocket
to confirm purchase of Licenses or Services. 

"Receiving Party" means a party receiving the other party's
Confidential Information.

"Service Warranty" means Rocket's express limited warranty specified
for Support Services set forth herein. 

"Services' means Support Services and/or Professional Services.

"Software" means the Products and Support Software licensed to End User
Customer which is governed by this EULA, including, without limitation, all
copies of such Products made by End User Customer and may, where the meaning so
implies, refer to all of the Software or portions thereof. 

"Support Period" means a time period during which Rocket will provide
Support Services.

"Support Services' means Rocket's current standard support services,
policies and procedures for Products, which is also referred to as maintenance,
as more fully described in Section 2.1 of this EULA.

"Support Software" means any software that Rocket provides to End User
Customer as part of Support Services including, without limitation, updates and
bug fixes.  

"Third Party Component" means any third party run time or other elements
embedded in a Product other than Third Party Software.  "Third Party
Software" means Open Source Software, AI models  and any other additional or
accompanying third party software (other than Third Party Components) that is
incorporated into the Products.  "Use" or "utilization of a
Product" means (i) downloading, installing, or copying (including, without
limitation, by replication) any portion of the Product (including, without
limitation, updates, patches, fixes, etc.) onto any computer, storage media, or
electronic device (ii) creating, processing, or modifying any form of code,
data, information, and/or workload with the Product, (iii) accessing the
Product in any way even if indirectly or remotely through another application,
interface, portal, or any other technology, (iv) obtaining from Rocket or
applying license keys for the Product, (v) accessing any of Rocket's Support
Services, or (vi) managing or maintaining the Product on the designated
equipment. 

"Users' means an individual that is properly authorized by End User
Customer to Use a Product or Service.  A User may be a Named User or Concurrent
User. Users may only be employees of End User Customer or temporary contractors
who are individually hired and paid directly by End User Customer for staff
augmentation.  Unless otherwise agreed in an Order Form, other contractors,
consultants, customers of End User Customer, outsourcing firms, and all such
similar third parties are expressly prohibited from being Users.


        Rocket Software Global Headquarters
		77 Fourth Avenue
		Waltham, MA 02451 USA
		US: +1 781 577 4323

			

 rocketsoftware.com	 info@rocketsoftware.com	 US: +1.855.577.4323
 EMEA: +0.800.520.0439   APAC: 612.9412.5400  October 10, 2025
	 
