End User License Agreement

READ THIS END USER LICENSE AGREEMENT ("EULA")
BEFORE INSTALLING OR USING THE PRODUCT TO WHICH
THIS EULA APPLIES. BY ACCEPTING THIS EULA,
COMPLETING THE REGISTRATION PROCESS, AND/OR
INSTALLING OR USING THE PRODUCT, YOU AGREE ON
BEHALF OF YOURSELF AND YOUR COMPANY (IF APPLICABLE)
TO THE TERMS BELOW. IF YOU DO NOT AGREE WITH THESE
TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR
COMPANY, DO NOT INSTALL, REGISTER FOR OR USE THE
PRODUCT, AND DESTROY OR RETURN ALL COPIES OF THE
PRODUCT.
ONCE YOU HAVE DONE THIS, YOU MAY REQUEST FROM THE
POINT OF PURCHASE A FULL REFUND OF THE LICENSE FEES,
IF ANY, PAID FOR THE PRODUCT (OR, IF THE PRODUCT IS
PROVIDED TO YOU AS A HOSTED SERVICE, A REFUND OF THE
PREPAID SERVICE FEES FOR THE REMAINDER OF THE
SUBSCRIPTION PERIOD OF THE PRODUCT). SUCH REQUEST MUST
BE COMPLETED WITHIN THIRTY (30) DAYS OF DELIVERY OF
THE PRODUCT TO YOU. UNLESS OTHERWISE SPECIFIED IN THIS
EULA, PROGRESS SOFTWARE CORPORATION IS THE LICENSOR
OF THE PRODUCT. THE LICENSOR MAY BE REFERRED TO HEREIN
AS "Licensor", "we", "us", or "our". IF YOU ARE AGREEING
TO THIS EULA ON BEHALF OF YOURSELF IN YOUR INDIVIDUAL
CAPACITY, THEN YOU ARE THE LICENSEE AND YOU MAY BE
REFERRED TO HEREIN AS "Licensee", "you", or "your". IF
YOU ARE AGREEING TO THIS EULA ON BEHALF OF YOUR COMPANY,
THEN YOUR COMPANY IS THE LICENSEE AND ANY REFERENCES TO
"Licensee", "you", or "your" WILL MEAN YOUR COMPANY.

This EULA includes the following sections:

1.  GENERAL TERMS AND CONDITIONS -- these terms apply to all Products;

2.  A.  TERMS FOR ON-PREMISE PRODUCTS -- these terms apply
    to Products that you or Permitted Third Parties install
    on computers;

2.  B. TERMS FOR HOSTED SERVICES -- these terms apply to
    Products that we host;

3.  PRODUCT FAMILY SPECIFIC TERMS -- these terms apply to
    all Products that are part of the family of Products
    referenced in this section;
    and

4.  PRODUCT SPECIFIC TERMS -- these terms apply to specific
    Products referenced in this section.

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1.  GENERAL TERMS AND CONDITIONS

    1.1. Definitions.

    1.1.1. "Affiliate" means any legal entity that directly or
    indirectly controls, is controlled by, or is under common control
    with you or us. For the purposes of this definition, "control" means
    ownership, directly or indirectly, of more than fifty percent (50%)
    of the voting shares or other equity interest in an entity.

    1.1.2. "Applicable Laws" means national, federal, state, and local
    laws, rules, and regulations including, without limitation, those
    laws and regulations relating to data privacy and security in each
    applicable jurisdiction.

    1.1.3. "Authorized Reseller" means a third party who is not our
    Affiliate and who is authorized by us or our Affiliate to resell the
    Product.

    1.1.4. "Authorized User" means you, your employee or a third-party
    consultant or agent that you authorize to use the Product for your
    benefit in accordance with section 1.2.3 (Third Party Use).

    1.1.5. "Documentation" means any technical instructions or materials
    describing the operation of the Product made available to you
    (electronically or otherwise) by us for use with the Product,
    expressly excluding any user blogs, reviews or forums.

    1.1.6. "Hosted Services" means computer software program(s),
    content and related services provided by us on a software-as-a-service
    basis through computers we or our Affiliates or our respective
    contractors (including cloud infrastructure suppliers) control.

    1.1.7. "Intellectual Property Rights" means any and all current and
    future (a) rights associated with works of authorship, including
    copyrights, mask work rights, and moral rights; (b) trademark or
    service mark rights; (c) trade secret rights; (d) patents, patent
    rights, and industrial property rights; (e) layout design rights,
    design rights, and other proprietary rights of every kind and nature
    other than trademarks, service marks, trade dress, and similar
    rights; and (f) registrations, applications, renewals, extensions,
    or reissues of any of (a) to (e) , in each case, in any jurisdiction
    throughout the world.

    1.1.8. "On-Premise Product(s)" means computer software program(s)
    provided to you to download, install and use on computer(s)
    controlled directly or indirectly by you.

    1.1.9. "Order" means a written or electronic order document entered
    into between you and us (or our Affiliate or an Authorized Reseller)
    for the Product. Unless an Order says something different, each
    Order will be governed by the terms of this EULA and include the
    name of the Product being licensed and any usage limitations,
    applicable fees, and any other details related to the transaction.

    1.1.10. "Our Technology" means any software, code, tools, libraries,
    scripts, application programming interfaces, templates, algorithms,
    data science recipes (including any source code for data science
    recipes and any modifications to such source code), data science
    workflows, user interfaces, links, proprietary methods and systems,
    know-how, trade secrets, techniques, designs, inventions, and other
    tangible or intangible technical material, information and works of
    authorship underlying or otherwise used to make available the
    Product, including, without limitation, all Intellectual Property
    Rights therein and thereto.

    1.1.11. "Permitted Third Party" has the meaning given in section
    1.2.3 (Third Party Use).

    1.1.12. "Product" means the On-Premise Product(s) or Hosted
    Services, as applicable, identified in an Order, and any Updates.

    1.1.13. "Update" means any update, enhancement, error correction,
    modification or new release to the Product that we make available to
    you.

    1.2. General License Terms, Restrictions and Order of Precedence.

    1.2.1. General License Terms. The Product is licensed, not sold, to
    you by us under the terms of this EULA and the Order. The scope of
    license granted by us to you for the Product is set out in section 3
    (Product Family Specific Terms) and section 4 (Product Specific
    Terms).

    1.2.2. Authorized Users. Anything your Authorized Users do or fail
    to do will be considered your act or omission, and you accept full
    responsibility for any such act or omission to the extent you would
    be liable if it were your act or omission.

    1.2.3. Third Party Use. You may allow your agents, contractors and
    outsourcing service providers (each a "Permitted Third Party") to
    use the Product(s) licensed to you hereunder solely for your benefit
    in accordance with the terms of this EULA and you are responsible
    for any such Permitted Third Party's compliance with this EULA in
    such use. Any breach by any Permitted Third Party of the terms of
    this EULA will be considered your breach.

    1.2.4. Restrictions. Except as otherwise expressly permitted in this
    EULA, you will not (and will not allow any of your Affiliates or any
    third party to):

    a.  copy, modify, adapt, translate, or otherwise create derivative
        works of the Product, Documentation, or any software, services,
        or other technology of third party vendor(s) or hosting
        provider(s) that we or our Affiliate engage;

    b.  disassemble, decompile or "unlock", decode or otherwise reverse
        translate or engineer, or attempt in any manner to reconstruct
        or discover the source code or underlying structure, ideas, or
        algorithms of the Product except as expressly permitted by law
        in effect in the jurisdiction in which you are located;

    c.  rent, lease, sell, distribute, pledge, assign, sublicense or
        otherwise transfer or encumber rights to the Product;

    d.  make the Product available on a timesharing or service bureau
        basis or otherwise allow any third party to use or access the
        Product;

    e.  remove or modify any proprietary notices, legends, or labels on
        the Product or Documentation;

    f.  use or access the Product in a manner that: (i) violates any
        Applicable Laws; (ii) violates the rights of any third
        party; (iii) purports to subject us or our Affiliates to any
        other obligations; (iv) could be fraudulent; or (v) is not
        permitted under this EULA;

    g.  use the Product to develop, test, support or market products
        that are competitive with and/or provide similar functionality
        to the Product; or

    h.  permit your Affiliates to access or use the Product unless
        specifically authorized elsewhere in this EULA or the Order.

    1.2.5. Limitations on Evaluation or Trial Licenses. If the Product
    is licensed to you on an evaluation or trial basis, then you may use
    the Product only for such purposes until the earlier of: (a) the end
    of the evaluation period, if any, specified in the Order, this EULA
    or otherwise communicated by us to you at the time of delivery;
    or (b) the start date of a paid for license to the Product; or (c)
    termination in accordance with the terms of this EULA. You may not
    extend the evaluation period by uninstalling and re-installing the
    Product(s) or by any other means other than our written consent. You
    must not use the Product in a production environment. You will be
    required to pay for a license for the Product at our then applicable
    license price if you continue to use the Product, whether in a
    production or non-production environment, after the evaluation
    license expires or terminates, and the terms and conditions of the
    EULA in effect at that time will apply to your continued use of the
    Product. A Product licensed to you on an evaluation or trial basis
    may be subject to one or more usage limits specified in section 3
    (Product Family Specific Terms), section 4 (Product Specific Terms),
    the Order or otherwise communicated at the time of delivery
    (including posting of such limits at the location where you download
    the Product for evaluation). We may, at our sole discretion, decide
    whether to offer any maintenance and support for the Product during
    the evaluation period, and to include any conditions or limits on
    such maintenance and support. You may not circumvent any technical
    limitations included in the Product licensed to you on an evaluation
    or trial basis.

    1.2.6. Redistribution. If the Order or section 3 (Product Family
    Specific Terms) or section 4 (Product Specific Terms) grants you the
    express right to redistribute or offer access to all or a portion of
    the Product ("Redistributables"), then, in conjunction with any such
    grant, you must comply with any limitations or requirements
    specified in the Order, section 3 (Product Family Specific Terms) or
    section 4 (Product Specific Terms), as applicable, and you must
    distribute or offer access to the Redistributables subject to a
    license agreement or terms of use between you and each third party
    receiving or accessing the Redistributables ("your customer")
    that: (a) protects our interests consistent with the terms contained
    in this EULA, (b) prohibits your customer from any further
    distribution of the Redistributables (unless expressly permitted
    pursuant to section 3 (Product Family Specific Terms) or section 4
    (Product Specific Terms)), (c) includes a limitation of damages
    clause that, to the maximum extent permitted by applicable law,
    disclaims on behalf of us, our Affiliates or our or their respective
    licensors, suppliers or Authorized Resellers, liability for any and
    all damages, whether direct, special, incidental or consequential
    damages, (d) contains terms substantially similar to those in
    subparts (a) through (g) of section 1.2.4 (Restrictions), section
    1.5.1 (Export Compliance) and section 1.5.2 (U.S. Government
    Customers), and (e) includes a notice substantially similar to
    section 1.2.7 (Third Party Notices).

    1.2.7. Third Party Notices. The Product may contain or be
    accompanied by certain third-party components which are subject to
    additional restrictions. These components, are identified in, and
    subject to, special license terms and conditions which, in the case
    of On-Premise Product(s), are set out in the "readme.txt" file, the
    "notices.txt" file, or the "Third Party Software" file accompanying
    the Product or portions thereof, and in the case of Hosted Services,
    are set out in the third-party license agreement or notices that
    comes with the third-party component or is otherwise provided on the
    web page on which such third-party component is made available
    ("Special Notices"). The Special Notices include important licensing
    and warranty information and disclaimers. Unless otherwise expressly
    stated for a given third-party component, all such third-party
    components may be used solely in connection with the use of the
    Product subject to and in accordance with the terms and conditions
    of this EULA and the Special Notices. In the event of conflict
    between the Special Notices and the other portions of this EULA, the
    Special Notices will take precedence (but solely with respect to the
    third-party component(s) to which the Special Notice relates).

    1.2.8. Order of Precedence between EULA and Order. If there is any
    conflict between the terms and conditions in the Order and the terms
    and conditions of this EULA, or if the Order changes any of the
    terms of this EULA, the terms and conditions of the Order will
    apply, except if the Order is between you and an Authorized
    Reseller, or the Order is issued/generated by you. In the case where
    the Order is between you and an Authorized Reseller, the terms of
    the Order will apply subject to the following: (a) any terms and
    conditions in the Order imposing obligations on the Authorized
    Reseller that are in addition to or different from the obligations
    we have to you pursuant to this EULA will be born solely by the
    Authorized Reseller and our obligations to you and limits on our
    liability will be governed solely by the terms and conditions of
    this EULA and (b) any terms and conditions that conflict with or
    would otherwise alter any of the following under this EULA will have
    no effect unless expressly agreed to in a written instrument
    executed by us: our ownership rights, yours and our confidentiality
    obligations, your export compliance obligations, limitations on your
    rights as a U.S. Government customer (if applicable), our audit
    rights, restrictions on your right to assign or governing law and
    jurisdiction. In cases where the Order is issued/generated by you,
    the terms and conditions of Section 1.18.2. of this EULA, governing
    a purchase order or other document you supply in connection with
    this EULA, shall apply to such Order.

    1.2.9. Order of Precedence within EULA. If there is any conflict
    among the terms and conditions of this EULA, or if a section changes
    the terms of another section within this EULA, the order of
    precedence will be as follows: first, section 4 (Product Specific
    Terms) (if any); second, section 3 (Product Family Specific Terms)
    (if any); third, section 2.A (Terms for On-Premise Products) and/or
    section 2.B (Terms for Hosted Services), as applicable; and fourth
    and finally, section 1 (General Terms and Conditions).

    1.3. License Types.

    1.3.1. Overview of License Types. The license type for the Product
    will, unless otherwise specified in this EULA, be one of the
    following license types: perpetual, term or subscription. This will
    be confirmed in the Order or will be the default license type listed
    in section 3 (Product Family Specific Terms) or section 4 (Product
    Specific Terms).

    1.3.2. Perpetual License Type. Your license to use the Product will
    continue in perpetuity unless earlier terminated in accordance with
    the terms of this EULA.

    1.3.3. Term License Type. Your license to use the Product will
    continue until the expiration of the term identified in the Order
    unless earlier terminated in accordance with the terms of this EULA.
    If we continue to make the Product generally available to our
    customers, you may purchase a new term license for the Product from
    us or our Authorized Reseller.

    1.3.4. Subscription License Type. Your license to use the Product
    will continue until the expiration of the subscription period
    identified in the Order unless earlier terminated in accordance with
    the terms of this EULA. The procedure for renewing your license to
    the Product is set out in section 3 (Product Family Specific Terms)
    or section 4 (Product Specific Terms). If you upgrade your
    subscription to the Product, the upgrade will take effect
    immediately and you will be charged and must pay the applicable fee,
    and the term of your then-current subscription period may be
    extended, as described at the time you upgrade. You may not
    downgrade a subscription to the Product.

    1.4. Our Business Principles. We will apply the principles set out
    in our Code of Conduct and Business Ethics (published on our website
    at http://investors.progress.com/governance.cfm) in our performance
    under this EULA.

    1.5. Export Compliance and U.S. Government Customers.

    1.5.1. Export Compliance. Export laws and regulations of the United
    States and any other relevant local export laws and regulations
    apply to the Products. You agree that such export control laws,
    including, without limitation, the U.S. Export Administration Act
    and its associated regulations, govern your use of the Product
    (including technical data), and you agree to comply with all such
    export laws and regulations (including "deemed export" and "deemed
    re-export" regulations). You agree that no data, information and/or
    Product (or direct product thereof) will be exported, directly or
    indirectly, in violation of these laws, or will be used for any
    purpose prohibited by these laws including, without limitation,
    nuclear, chemical, or biological weapons proliferation, or
    development of missile technology.

    1.5.2. U.S. Government Customers. If the Product is being acquired
    by or on behalf of the U.S. Government or by a U.S. Government
    prime contractor or subcontractor (at any tier), then the U.S.
    Government's rights in the Product will be only as set out herein.
    The Product and Documentation are "commercial items" as that term
    is defined at 48 C.F.R. 2.101, consisting of "commercial computer
    software" and "commercial software documentation" as such terms are
    used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48
    C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users
    acquire the Product and such Documentation with only those rights
    set out herein.

    1.6. IP Ownership and Feedback.

    1.6.1. IP Ownership. The Product, Our Technology, Documentation,
    and all other current or future intellectual property developed
    by us or our Affiliates, and all worldwide Intellectual Property
    Rights in each of the foregoing and all Updates, upgrades,
    enhancements, new versions, releases, corrections, and other
    modifications thereto and derivative works thereof, are the
    exclusive property of us or our Affiliates or our or their licensors
    or suppliers. Except for the rights and licenses expressly granted
    herein, all such rights are reserved by us and our Affiliates and
    our or their licensors and suppliers. All title and Intellectual
    Property Rights in and to the content that may be accessed through
    use of the Product is the property of the respective content owner
    and may be protected by applicable copyright or other intellectual
    property laws and treaties. This EULA grants you no rights to use
    such content.

    1.6.2. Feedback. If you provide us any ideas, thoughts, criticisms,
    suggested improvements or other feedback related to Our Technology
    (collectively "Feedback") you own the Feedback and you grant to us a
    worldwide, royalty-free, fully paid, perpetual, irrevocable license
    to use, reproduce, modify, translate, distribute, perform, display,
    import, sell, license, offer for sale, make, have made and otherwise
    exploit the Feedback in any form, media, or technology, whether now
    known or hereafter developed, and to allow others to do the same
    without restriction or obligation of any kind, on account of
    confidential information, intellectual property rights or otherwise,
    and may incorporate into our products or services any service,
    product, technology, enhancement, documentation or other
    development ("Improvement") incorporating or derived from any Feedback
    with no obligation to license or to make available the Improvement to
    you or any other person or entity. This is true whether you provide the
    Feedback through use of the Product or through any other method of
    communication with us, unless we have entered into a separate
    agreement with you that provides otherwise.

    1.7. Maintenance.

    1.7.1. Our Maintenance and Support Policies. If we offer and you
    purchase maintenance and support for the Product, then it will be
    provided in accordance with our then current maintenance and support
    policies for the applicable Product in effect at the time of
    purchase. You may access our maintenance and support policies by
    clicking on the applicable Product family link located at
    https://www.progress.com/support.

    1.7.2. Maintenance and Support for Perpetual or Term License Types.
    For Perpetual and Term License Types, unless otherwise expressly
    stated by us in the Order, first year annual maintenance and support
    (if offered by us) is required for the Product and starts on the
    date the Product is delivered. Thereafter, you may choose to
    purchase annual maintenance and support (if offered by us). If you
    do not purchase renewal maintenance and support services for a
    Product, then you will not receive any maintenance and support
    services for that Product and will have no entitlement to any
    benefits of maintenance and support services including, bug fixes,
    patches, upgrades, enhancements, new releases or technical support.
    If you want to reinstate lapsed maintenance and support services on
    a Product, and we offer reinstatement to our customers, then you may
    re-instate maintenance and support services by paying the
    then-current fee, plus a reinstatement fee for the lapsed
    maintenance and support period in accordance with our maintenance
    and support reinstatement policies then in effect.

    1.7.3. Maintenance and Support for Subscription License Type. If the
    license type for the Product licensed to you is the subscription
    license type, then maintenance and support (if offered by us) is
    included in the subscription fees for each subscription period.

    1.8. Fees and Taxes.

    1.8.1. Payment Terms and Taxes. All fees payable to us are payable
    in the currency specified in the Order, or if no currency is
    specified, in United States Dollars, are due within 30 days from the
    invoice date and, except as otherwise expressly specified herein,
    are non-cancellable and non-refundable. We may charge you interest
    at a rate of 1.5% per month (or the highest rate permitted by law,
    if less) on all overdue payments. You agree to pay any sales,
    value-added or other similar taxes imposed by applicable law that we
    must pay on such fees, except those based on our income. Invoices
    may be issued by our Affiliate. If you and we agree that you will
    pay by credit card, you will provide us with valid and updated
    credit card information and you authorize us to store such
    information and bill such credit card for all fees applicable: (a)
    at the time that you order the Product and (b) at the time of any
    renewal or upgrade.

    1.8.2. Fees for Renewal Subscription Licenses. If the license type
    for the Product licensed to you is the Subscription License Type
    then each renewal subscription will be calculated at the
    then-current price offered for the Product at the time of renewal.

    1.8.3. Fees for Renewal Maintenance Terms. If the license type for
    the Product licensed to you is a Perpetual license or Term license,
    then, unless otherwise specified in the Order or in section 3
    (Product Family Specific Terms) or section 4 (Product-Specific
    Terms), the fee for an optional annual renewal maintenance and
    support term for the Product will be calculated based on the annual
    rate applicable for the initial maintenance and support term or
    immediately preceding renewal maintenance and support term,
    whichever is applicable, plus a rate increase, if applicable,
    calculated at the lesser of any standard price increase or CPI (or
    equivalent index) after applying any increases as a consequence of
    our Lifetime Support policy, if applicable.

    1.8.4. Orders between You and Our Authorized Reseller.
    Notwithstanding the above terms of this section 1.8 (Fees and
    Taxes), if you purchased your license to the Product and/or
    maintenance and support from an Authorized Reseller, then the fees
    will be set out in the Order between you and the Authorized
    Reseller. The Authorized Reseller may be responsible for billing
    and/or collecting payment from you and if so, the billing and
    collection terms agreed to between you and the Authorized Reseller
    may differ from the terms set out in this section 1.8 (Fees and
    Taxes).

    1.8.5. No Reliance on Future Availability of any Product or Update.
    You agree that you have not relied on the future availability of any
    Product or Updates in your purchasing decision or in entering into
    the payment obligations in your Order.

    1.9. Warranties.

    1.9.1. Authority. Each party represents and warrants that it has the
    legal power and authority to enter into this EULA.

    1.9.2. Product Compliance with Documentation. We warrant to you
    that, for six (6) months from delivery (in the case of an On-Premise
    Product) or for the duration of the license (in the case of a Hosted
    Service), the Product will comply with the applicable Documentation
    in all material respects. Your exclusive remedy, and our sole
    liability, with respect to any breach of this warranty will be for
    us to use commercially reasonable efforts to promptly correct the
    non-compliance (provided that you notify us in writing within the
    warranty period and allow us a reasonable cure period). If we, at
    our discretion, reasonably determine that correction is not
    economically or technically feasible, we may terminate your license
    to the Product and provide you a full refund of the fees paid to us
    with respect to the Product (in the case of an On-Premise Product)
    or a refund of the prepaid fees for the unused portion of the
    license period (in the case of a Hosted Service). Delivery of
    additional copies of, or Updates to, the Product will not restart or
    otherwise affect the warranty period.

    1.9.3. Warranty Exclusions. The warranty specified in section 1.9.2
    (Product Compliance with Documentation) does not cover any Product
    provided on an unpaid evaluation or trial basis, or defects to the
    Product due to accident, abuse, service, alteration, modification or
    improper installation or configuration by you, your Affiliates, your
    or their personnel or any third party not engaged by us.

    1.9.4. Warranty Disclaimers. EXCEPT FOR THE WARRANTIES
    EXPRESSLY STATED IN THIS SECTION 1.9 OR THE ADDITIONAL
    WARRANTIES (IF ANY) EXPRESSLY STATED IN SECTION 3
    (PRODUCT FAMILY SPECIFIC TERMS) OR SECTION 4 (PRODUCT
    SPECIFIC TERMS), THE PRODUCT, DOCUMENTATION AND OUR
    TECHNOLOGY ARE PROVIDED "AS IS", WITH ALL FAULTS, AND
    WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
    INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
    MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
    TITLE, NONINFRINGEMENT, AVAILABILITY, ERROR-FREE OR
    UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING
    FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR
    USAGE OF TRADE. TO THE EXTENT THAT WE MAY NOT AS A
    MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY,
    THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE
    THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

    1.10. Indemnification.

    1.10.1. Our Indemnification Obligation.

    1.10.1.1. Intellectual Property Infringement. We will defend you,
    and your officers, directors, employees, and agents from and against
    any and all third party claims, lawsuits, and proceedings alleging
    that your use of the Product, in accordance with the terms and
    conditions of this EULA, constitutes a direct infringement or
    misappropriation of such third party's patent, copyright or trade
    secret rights (the "IP Claim"), and we will indemnify you for
    damages finally awarded against you by a court of competent
    jurisdiction with respect to the IP Claim.

    1.10.1.2. Exceptions. We will not indemnify you to the extent that
    the alleged infringement or misappropriation results from (a) use of
    the Product in combination with any other software or item not
    supplied by us; (b) failure to promptly implement an Update provided
    by us pursuant to 1.10.1.3 (Our Options); (c) modification of the
    Product not made or provided by us; or (d) use of the Product in a
    manner not permitted by this EULA. We also will not indemnify you if
    we notify you of our decision to terminate this EULA, and the
    license to the Product granted hereunder, in accordance with section
    1.10.1.3 (Our Options) and you have not ceased all use of the
    Product within thirty (30) days of such notification.

    1.10.1.3. Our Options. If a final injunction is, or we reasonably
    believe that it could be, obtained against your use of the Product,
    or if in our opinion the Product is likely to become the subject of
    a successful claim of infringement, we may, at our option and
    expense, (a) replace or modify the Product so that it becomes
    non-infringing (provided that the functionality is substantially
    equivalent), (b) obtain for you a license to continue to use the
    Product, or (c) if neither (a) nor (b) are reasonably practicable,
    terminate this EULA on thirty (30) days' notice and, if the Product
    was licensed to you on a Perpetual License or Term License basis,
    refund to you the license fee paid to us for the Product less an
    amount for depreciation determined on a straight-line five year (or
    actual term if shorter) depreciation basis with a commencement date
    as of the date of delivery of the Product, or if the Product was
    licensed to you on a Subscription License basis, refund to you the
    unused portion of the fees paid in advance to us for the
    then-current subscription period for the Product. THE
    INDEMNIFICATION PROVISIONS SET OUT IN THIS SECTION
    1.10.1 STATE OUR ENTIRE LIABILITY AND YOUR SOLE
    AND EXCLUSIVE REMEDY WITH RESPECT TO ANY
    INFRINGEMENT OR ALLEGED INFRINGEMENT BY US
    OF ANY INTELLECTUAL PROPERTY RIGHTS OR
    PROPRIETARY RIGHTS IN RESPECT OF THE PRODUCT
    OR ITS USE.

    1.10.2. Your Indemnification Obligation.

    1.10.2.1. Indemnification for Third Party-Claims. To the extent
    permitted by applicable law, you will defend us and our Affiliates,
    and our and their respective officers, directors, employees, and
    agents from and against any and all third party claims, lawsuits,
    and proceedings that arise or result from (a) your breach of this
    EULA, (b) your use, distribution and/or licensing of the
    Redistributables, if applicable, except to the extent it arises from
    an IP Claim covered under section 1.10.1 above, or (c) your failure
    or alleged failure to comply with Applicable Laws or any violation
    of a third party's rights in connection with your use of the Product
    (each a "Third-Party Claim" and collectively "Third-Party Claims")
    and you will indemnify for damages finally awarded by a court of
    competent jurisdiction with respect to any Third-Party Claim.

    1.10.3. Control of the Defense or Settlement. For any
    indemnification obligation covered in section 1.10.1,"Indemnifying
    Party" means us, "Indemnified Party" means you, and "Claim" means
    an IP Claim. For any indemnification obligation covered in section
    1.10.2, "Indemnifying Party" means you, "Indemnified Party" means
    us, and "Claim" means a Third-Party Claim. The Indemnified Party
    must provide the Indemnifying Party with prompt written notice of a
    Claim; however, the Indemnified Party's failure to provide or delay
    in providing such notice will not relieve the Indemnifying Party of
    its obligations under this section except to the extent the
    Indemnifying Party is prejudiced by the Indemnified Party's failure
    or delay. The Indemnified Party will give the Indemnifying Party
    full control of the defense and settlement of the Claim as long as
    such settlement does not include a financial obligation on or
    admission of liability by the Indemnified Party. If the Indemnified
    Party does not do so, then the Indemnified Party waives the
    Indemnifying Party's indemnification obligations under section
    1.10.1 or 1.10.2, as applicable. The Indemnified Party will
    reasonably cooperate in the defense of the Claim and may appear, at
    its own expense, through counsel reasonably acceptable to the
    Indemnifying Party.

    1.11. Confidentiality.

    1.11.1. Confidentiality Obligations. Except as otherwise provided
    herein, each party agrees to retain in confidence all information
    and know-how transmitted or disclosed to the other that the
    disclosing party has identified as being proprietary and/or
    confidential or should reasonably be understood to be confidential
    given the nature of the information and the circumstances
    surrounding its disclosure, and agrees to make no use of such
    information and know-how except under the terms of this EULA.
    However, neither party will have an obligation to maintain the
    confidentiality of information that (a) it received rightfully from
    a third party without an obligation to maintain such information in
    confidence; (b) was known to the receiving party prior to its
    disclosure by the disclosing party; (c) is or becomes a matter of
    public knowledge through no fault of the receiving party; or (d) is
    independently developed by the receiving party without use of the
    confidential information of the disclosing party. Further, either
    party may disclose confidential information of the other party as
    required by governmental or judicial order, provided such party
    gives the other party prompt written notice prior to such disclosure
    (unless such prior notice is not permitted by applicable law) and
    complies with any protective order (or equivalent) imposed on such
    disclosure. You will treat any source code for the Product as our
    confidential information and will not disclose, disseminate or
    distribute such materials to any third party without our prior
    written permission. Each party's obligations under this section 1.11
    will apply during the term of this EULA and for five (5) years
    following termination of this EULA, provided, however, that (i)
    obligations with respect to source code will survive forever
    and (ii) trade secrets will be maintained as such until they fall
    into the public domain.

    1.11.2. Product Benchmark Results. You acknowledge that any
    benchmark results pertaining to the Product are our confidential
    information and may not be disclosed or published without our prior
    written consent. This provision applies regardless of whether the
    benchmark tests are conducted by you or us.

    1.11.3. Remedies for Breach of Confidentiality Obligations. Each
    party acknowledges that in the event of a breach or threat of breach
    of this section 1.11, money damages will not be adequate. Therefore,
    in addition to any other legal or equitable remedies, the
    non-breaching party will be entitled to seek injunctive or similar
    equitable relief against such breach or threat of breach without
    proof of actual injury and without posting of a bond.

    1.12. Data Collection and Personal Data.

    1.12.1. Data Collection through use of the Product. THE PRODUCT
    MAY INCLUDE FEATURE(S) THAT (A) GATHER PRODUCT
    ACTIVATION, USAGE AND/OR ENVIRONMENT INFORMATION,
    (B) IDENTIFY TRENDS AND/OR BUGS, (C) COLLECT
    USAGE STATISTICS, AND/OR (D) TRACK OTHER DATA
    RELATED TO YOUR USE OF THE PRODUCT, AS FURTHER
    DESCRIBED IN THE CURRENT VERSION OF OUR PRIVACY
    POLICY AVAILABLE AT
    https://www.progress.com/legal/privacy-policy.
    BY YOUR ACCEPTANCE OF THE TERMS OF THIS EULA
    AND/OR USE OF THE PRODUCT, YOU AUTHORIZE THE
    COLLECTION, USE AND DISCLOSURE OF THIS DATA
    FOR THE PURPOSES PROVIDED FOR IN THIS EULA
    AND/OR THE PRIVACY POLICY.

    1.12.2. Additional Data Collection Terms. Depending on the Product
    licensed to you, this EULA may contain additional data collection
    terms in section 3 (Product Family Specific Terms) or section 4
    (Product Specific Terms) and/or, if we are hosting the Product, in
    section 2.B (Terms for Hosted Services).

    1.12.3. Your Personal Data. If you determine that you will be
    supplying us with your Personal Data (as defined in the Data
    Processing Addendum referenced below) for us to process on your
    behalf, in the provision of maintenance and support services or
    hosting services (if the Product licensed to you is a Hosted
    Service) or during the course of any audits we conduct pursuant to
    section 1.14 (Audit), you may submit a written request at
    privacy@progress.com for the mutual execution of a Data Processing
    Addendum substantially in the form we make available at
    https://www.progress.com/docs/default-source/progress-software/data-processing-addendum.pdf
    and we will enter into such Data Processing Addendum with you. To
    the extent there is any conflict between this EULA and such Data
    Processing Addendum, the Data Processing Addendum will prevail
    with respect to our handling and processing of your Personal Data.

    1.13. Limitation of Liability and Disclaimer of Certain Types of
    Damages.

    1.13.1. Limitation of Liability. EXCEPT FOR A PARTY'S
    INDEMNIFICATION OBLIGATIONS SET OUT IN THIS EULA OR A
    A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS
    PURSUANT TO SECTION 1.11 (CONFIDENTIALITY), OR YOUR
    MATERIAL VIOLATION OF OUR INTELLECTUAL PROPERTY
    RIGHTS OR OF THE LICENSE RESTRICTIONS SET OUT IN THIS
    EULA, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
    EVENT WILL EITHER PARTY'S LIABILITY FOR ALL COSTS,
    DAMAGES, AND EXPENSES ARISING OUT OF OR RELATED TO THIS
    EULA WHETHER BASED UPON WARRANTY, CONTRACT, TORT
    (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE
    AT LAW EXCEED, IN THE AGGREGATE, THE FEES PAID TO US
    FOR THE PRODUCT AND/OR SERVICE THAT IS THE SUBJECT OF
    THE CLAIM, PROVIDED, HOWEVER, THAT IF THE FEES PAID
    FOR SUCH PRODUCT AND/OR SERVICE ARE PAID ON A
    RECURRING BASIS, THEN THE NOT TO EXCEED LIMIT WILL
    BE THE FEES PAID TO US FOR THE PRODUCT AND/OR SERVICE
    DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY
    PRECEDING THE DATE THE CLAIM AROSE. OUR AFFILIATES AND
    LICENSORS, AND THE SUPPLIERS TO US, OUR AFFILIATES OR
    LICENSORS, WILL, TO THE EXTENT PERMITTED BY APPLICABLE
    LAW, HAVE NO LIABILITY TO YOU OR TO ANY OTHER PERSON
    OR ENTITY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING
    OUT OF THIS EULA, INCLUDING, WITHOUT LIMITATION,
    DAMAGES IN CONNECTION WITH THE PERFORMANCE OR
    OPERATION OF OUR PRODUCTS OR OUR PERFORMANCE OF
    SERVICES.

    1.13.2 Disclaimer of Certain Types of Damages. EXCEPT FOR A
    PARTY'S INDEMNIFICATION OBLIGATIONS SET OUT IN THIS
    EULA OR YOUR MATERIAL VIOLATION OF OUR INTELLECTUAL
    PROPERTY RIGHTS OR THE LICENSE RESTRICTIONS SET OUT
    IN THIS EULA, TO THE EXTENT PERMITTED BY APPLICABLE
    LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES
    OR ITS LICENSORS OR THEIR RESPECTIVE SUPPLIERS BE
    LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL,
    INCIDENTAL, PUNITIVE OR TORT DAMAGES ARISING IN
    CONNECTION WITH THIS EULA OR EITHER PARTY'S
    PERFORMANCE UNDER THIS EULA OR THE PERFORMANCE OF
    OUR PRODUCTS, OR FOR ANY DAMAGES RESULTING FROM
    LOSS OF USE, LOSS OF OPPORTUNITY, LOSS OF DATA,
    LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF
    BUSINESS, EVEN IF THE PARTY, ITS AFFILIATES,
    ITS LICENSORS, OR ANY OF THEIR RESPECTIVE SUPPLIERS
    HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE
    DAMAGES.

    1.14. Audit. We may install and use automated license tracking,
    management and/or enforcement solutions with the Product, which you
    may not disrupt or alter. You will maintain records in connection
    with this EULA and the use of the Product and any Updates and/or
    services provided hereunder. Such records will include at a minimum
    the number of licenses purchased and being used by you. At our
    expense and with reasonable written notice to you, we or a third
    party appointed by us may audit the records, and if necessary and as
    applicable, the systems on which the Product or any Update is
    installed for the sole purpose of ensuring compliance with the terms
    of this EULA. We will have the right to conduct audits as necessary.
    These audits may be conducted on site at a location where you have
    installed the Product, remotely from our offices, or a combination
    of both, if applicable to the Product. On-site audits will be
    conducted during regular business hours, and neither on-site nor
    remote audits will interfere unreasonably with your business
    operations. You agree to share with us copies of all records
    referenced herein, as well as Product log files and other
    information reasonably requested by us promptly following such
    request, but in no event more than five (5) business days following
    receipt of our written request (or such longer period, if
    applicable, that we specify in the written request). We will treat
    all such information obtained or accessed by us during the audit as
    confidential information pursuant to section 1.11 (Confidentiality)
    for use by us only as necessary to ensure compliance with and
    enforcement of the terms of this EULA. If any audit reveals that you
    have underpaid license, maintenance and support or subscription
    fees, you will be invoiced for all such underpaid fees based on our
    list price in effect at the time the audit is completed. If the
    underpaid fees exceed five percent (5%) of the fees previously paid
    by you, then you will also pay our reasonable costs of conducting
    the audit and enforcement of this EULA.

    1.15. Termination.

    1.15.1. Termination for Breach. We may terminate this EULA by
    written notice at any time if you do not comply with any of your
    obligations under this EULA and fail to cure such failure to our
    satisfaction within thirty (30) days after such notice. This remedy
    will not be exclusive and will be in addition to any other remedies
    which we may have under this EULA or otherwise.

    1.15.2. Effect of Termination. Upon expiration of your license term
    to the Product (if applicable) or earlier termination of this EULA,
    your license to access and/or use the Product and/or distribute the
    Redistributables (if applicable) will terminate. You must
    immediately cease use of the Product and destroy all copies of the
    Product in your possession (and required any Permitted Third Parties
    to do the same). Any licenses you have granted to the
    Redistributables in accordance with the terms and conditions of this
    EULA will, unless otherwise specified in section 3 (Product Family
    Specific Terms) or section 4 (Product Specific Terms), survive
    termination of this EULA.

    1.15.3. Survival. Any provisions of this EULA containing licensing
    restrictions, warranties and warranty disclaimers, confidentiality
    obligations, limitations of liability and/or indemnity terms, audits
    rights, and any term of this EULA which, by its nature, is intended
    to survive termination or expiration, will remain in effect
    following any termination or expiration if this EULA, as will your
    obligation to pay any fees accrued and owing to us as of termination
    or expiration.

    1.16. Assignment. You may not, without our prior written consent,
    assign or novate this EULA, any of your rights or obligations under
    this EULA, or the Products or any of our Confidential Information,
    in whole or in part, by operation of law, sale of assets, merger or
    otherwise, to any other party, including any parent, subsidiary or
    affiliated entity. Your Change of Control will constitute an
    assignment for purposes of the preceding sentence. A "Change of
    Control" will include, but not be limited to, any merger,
    consolidation, amalgamation, reorganization or sale, transfer or
    exchange of the capital stock or equity interests of you in a
    transaction or series of transactions which results in the holders
    of your capital stock or equity interests holding less than 50% of
    the outstanding capital stock or equity interests immediately
    following such transaction(s).

    1.17. Choice of Law. This EULA is governed by the laws of the
    Commonwealth of Massachusetts, U.S.A., without regard to the
    conflict of laws principles thereof. If any dispute, controversy, or
    claim cannot be resolved by a good-faith discussion between the
    parties, then it will be submitted for resolution to a state or
    federal court in Boston, Massachusetts, USA, and the parties hereby
    irrevocably and unconditionally agree to submit to the exclusive
    jurisdiction and venue of such court. The Uniform Computer
    Information Transactions Act and the United Nations Convention on
    the International Sale of Goods will not apply to this EULA.

    1.18. Miscellaneous.

    1.18.1. Notices. Notices of termination, material breach, your
    insolvency or an indemnifiable claim ("Legal Notices") must be
    clearly identified as Legal Notices and sent via overnight courier
    or certified mail with proof of delivery to the following addresses:
    For us: 15 Wayside Rd, Suite 400, Burlington, MA 01803, Attention:
    General Counsel. For you: your address set out in the Order. Legal
    Notices sent in accordance with the above will be effective upon the
    second business day after mailing. Either party may change its
    address for receipt of notices upon written notice to the other
    party.

    1.18.2. Entire Agreement. This EULA, and any terms expressly
    incorporated herein by reference, will constitute the entire
    agreement between you and us with respect to the subject matter of
    this EULA and supersedes all prior and contemporaneous
    communications, oral or written, signed or unsigned, regarding such
    subject matter. Use of any purchase order or other document you
    supply in connection with this EULA will be for administrative
    convenience only and all terms and conditions stated therein will be
    void and of no effect. Except as otherwise expressly contemplated in
    this EULA, this EULA may not be modified or amended other than in
    writing signed by you and us.

    1.18.3. Severability. If any provision of this EULA is terminated or
    held by a court of competent jurisdiction to be invalid, illegal, or
    unenforceable, the remainder of this EULA will remain in full force
    and effect.

    1.18.4. Waiver. Failure or delay in exercising any right, power,
    privilege or remedy hereunder will not constitute a waiver thereof.
    A waiver of default will not operate as a waiver of any other
    default or of the same type of default on future occasions.

    1.18.5. English Language. This EULA has been drawn up in English at
    the express wish of the parties. Le présent contrat a été rédigé en
    anglais à la demande expresse des parties.

    1.18.6. Force Majeure. Neither you nor we will be liable for any
    delay or failure to take any action required under this EULA (except
    for payment) due to any cause beyond the reasonable control of you
    or us, as the case may be, including, but not limited to
    unavailability or shortages of labour, materials, or equipment,
    failure or delay in the delivery of vendors and suppliers and delays
    in transportation.

    1.18.7. Our Use of Our Affiliates. We may, at our discretion, engage
    one or more of our Affiliates in the fulfilment of our obligations,
    including, our obligations for delivery of the Product to you and/or
    the provision of any maintenance and support services.

2.  A. TERMS FOR ON-PREMISE PRODUCTS

    2.A.1. Delivery. Unless otherwise specified by us, On-Premise
    Product(s) will be provided to you via electronic delivery, and
    delivery is deemed complete when the On-Premise Product(s) is/are
    made available at the electronic software download site specified by
    us and you are e-mailed or otherwise provided with any necessary
    instructions, password and/or license keys required for you to be
    able to access, download and install the On-Premise Product(s). If
    we provide the On-Premise Product(s) on physical media, shipping
    terms will be FOB shipping point.

    2.A.2. Updates. Each Update to an On-Premise Product replaces part
    or all of the On-Premise Product (or earlier Update) previously
    licensed to you ("Replaced Product") and will terminate such
    previously licensed Replaced Product to the extent replaced by the
    Update; provided, however, that you may continue to operate the
    Replaced Product for up to ninety (90) days from delivery of the
    Update to allow you to complete your implementation of the Update.
    You must cease all use of the Replaced Product at the end of the
    ninety (90) day period. Each Update will be subject to the terms and
    conditions of the license agreement accompanying the Update which
    must be accepted by you at the time you download or install the
    Update. If you do not agree to the license agreement accompanying
    the Update, do not download or install the Update.

    2.A.3. Cloud Environment. You may upload the On-Premise Product(s)
    licensed to you pursuant to this EULA onto a cloud instance supplied
    by a third party, provided that the operation of the On-Premise
    Product(s) in the cloud instance complies with all license model
    restrictions and usage limitations applicable to the On-Premise
    Product(s). You may also allow the third party to upload, install,
    operate and/or use the On-Premise Products on the cloud instance,
    provided that the third party's access to and use of the On-Premise
    Products is solely for your benefit in accordance with the terms of
    this EULA. The third party will be considered a Permitted Third
    Party, and you will be responsible for the Permitted Third Party's
    compliance with this EULA in accordance with section 1.2.3 (Third
    Party Use).

    2.B. TERMS FOR HOSTED SERVICES

    2.B.1. Definitions.

    2.B.1.1. "Access Credentials" means login information, passwords,
    security protocols, and policies through which you or Authorized
    Users access and use the Hosted Services.

    2.B.1.2. "Account" means the account through which you access the
    Hosted Services or your Authorized Users access the Hosted Services
    for your benefit and/or on your behalf.

    2.B.1.3. "Acceptable Use Policy" or "AUP" means our acceptable use
    policy located at https://www.progress.com/legal/aup that specifies
    rules, requirements and limitations concerning your use of the
    Hosted Services, and as may be updated by us from time to time.

    2.B.1.4. "Content" means all data and content, such as data files,
    written text, keys, computer software, music, audio files or other
    sounds, photographs, videos or other images that you or your
    Authorized Users upload to or process using the Hosted Services.

    2.B.1.5. "Downloadable Software" means any computer software
    programs, SDKs, codes, and/or files made available by us through or
    as part of the Hosted Services which you may be required to download
    and install/store locally on your computer to connect to and/or use
    the Hosted Services, along with any related Documentation and
    Updates.

    2.B.1.6. "Terms" means collectively: (a) this EULA, (b) the AUP, (c)
    the Terms of Use for our website located at
    https://www.progress.com/legal/terms-of-use, as updated by us from
    time to time, and (d) our Privacy Policy located at
    https://www.progress.com/legal/privacy-policy, as updated by us from
    time to time.

    2.B.2. Eligibility, Registration and Access Credentials.

    2.B.2.1. Eligibility. To be eligible to use the Hosted Services, you
    must meet the following criteria and represent and warrant that
    you: (a) are 18 years of age or older, (b) are not currently
    restricted from the Hosted Services, (c) are not a competitor of
    ours or our Affiliates and are not using the Hosted Services for
    reasons that are in competition with us or our Affiliates, (d) have
    full power and authority to enter into the Terms and in doing so
    will not violate any other agreement to which you are a party, (e)
    will not violate any of our rights, including Intellectual Property
    Rights, (f) will comply with the Terms as the same may be amended
    from time to time, and (g) agree to provide at your cost all
    equipment, software and internet access necessary to use the Hosted
    Services.

    2.B.2.2. Registration. Except as otherwise specified in section 3
    (Product Family Specific Terms) or section 4 (Product Specific
    Terms), this section specifies the terms applicable to your
    registration to use the Hosted Services. When you register to use
    the Hosted Services, we will ask for your name, email address and
    other related information. Assuming we don't find the information
    you provide to be of concern, we will create an Account for you. As
    part of the registration process you (or we at your request) will
    create Access Credentials for each of your Authorized Users.

    2.B.2.3. Access Credentials. Except as otherwise specified in
    section 3 (Product Family Specific Terms) or section 4 (Product
    Specific Terms), this section specifies the terms applicable to
    Access Credentials provided to you to access the Hosted Services.
    You are responsible for safeguarding the Access Credentials. You
    agree to: (a) keep your Access Credentials secure and confidential
    and not allow any of your Authorized Users to provide their Access
    Credentials to anyone else; (b) not permit others to use your
    Account; and (c) refrain from using other users' accounts. We rely
    on the Access Credentials as a method to differentiate one user from
    another. If someone else is using your Access Credentials, we will
    assume they are you and we'll give them access. (Don't forget, "you"
    includes your Authorized Users for whom you are responsible). You
    will be responsible for all activity carried out under your Account
    using Access Credentials made available to you and anything that
    happens through your Account, whether or not you have authorized
    such activities or actions, until you close your Account or prove
    that your Account security was compromised due to no fault of your
    own. If you know or suspect that someone has gained access to Access
    Credentials made available to you, you will immediately let us know.
    We will turn off the compromised Access Credentials and issue new
    Access Credentials. We reserve the right to take any action we deem
    necessary or reasonable to ensure the security of the Hosted
    Services and your Account, including terminating your access or the
    access of any of your Authorized Users, changing passwords, or
    requesting additional information to authorize activities related to
    your Account. In no event and under no circumstances will we be held
    liable to you for any liabilities or damages resulting from or
    arising out of (i) any action or inaction on our part under this
    provision, (ii) any compromise of the confidentiality of your
    Account, or (iii) any unauthorized access to or use of your Account.

    2.B.3. Content.

    2.B.3.1. Your Responsibility for the Content and License Grant to
    Us. You are responsible for any Content submitted and made available
    through the Hosted Services. You will be entirely responsible for
    each Content item provided by you or your Authorized Users through
    the Hosted Services, and, as between you and us, you retain
    ownership and any intellectual property rights in such Content. You
    will, at your own expense, obtain all third-party licenses, consents
    and/or permissions that may be necessary or appropriate with respect
    to such Content to enable each party to exercise its rights and
    perform its obligations under this EULA. You grant us a world-wide,
    royalty free, fully paid up, transferable, sublicenseable license to
    use, copy, host, store, disseminate, distribute, publicly display,
    sublicense, post or publish such Content, but only to the extent
    necessary for us to provide the Hosted Services. You agree that we
    may use our third-party contractors and service providers to
    exercise the licenses granted to us in this section to perform
    services for or on our behalf. You agree that you will have no
    rights against such third-party contractors or service providers in
    connection with this EULA or your use of the Hosted Services
    hereunder. In addition, you acknowledge that to protect your
    transmission of Content to the Hosted Services, it is your
    responsibility to use a secure encrypted connection to communicate
    with and/or utilize the Hosted Services.

    2.B.3.2. Your Warranties Regarding the Content. You represent and
    warrant that the Content does not and will not violate the AUP.

    2.B.3.3. Our Disclaimer Regarding the Content. We do not endorse any
    Content or any opinion, recommendation, or advice expressed in any
    Content, and we expressly disclaim any liability in connection with
    any Content. We do not pre-screen Content, but we and our designees
    (including our Affiliates, third party contractors and service
    providers) reserve the right (but not the obligation) in our or
    their sole discretion to access, review, and monitor the Content and
    to refuse, remove or delete any Content that is inappropriate or not
    in compliance with this EULA and/or suspend or terminate your use of
    the Hosted Services at any time, without prior notice and in our
    sole discretion. ANY USE OF CONTENT PROVIDED BY OTHERS,
    INCLUDINGOTHER CUSTOMERS, IS ENTIRELY AT YOUR
    OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES
    ABOUT ANY CONTENT AVAILABLE ON OUR WEBSITE OR
    THROUGH THE HOSTED SERVICES, INCLUDING WITHOUT
    LIMITATION WITH RESPECT TO SUCH CONTENT'S QUALITY,
    ACCURACY, LEGALITY OR RELIABILITY.

    2.B.4. Changes to the Hosted Services or EULA.

    2.B.4.1. Changes to the Hosted Services. We reserve the right to
    add, modify or discontinue any product, feature or service made
    available through the Hosted Services. Any additions or
    modifications to the Hosted Services may be subject to additional
    terms and conditions which will be included in section 3 (Product
    Family Specific Terms) or section 4 (Product Specific Terms) of an
    updated version of this EULA implemented in accordance with the
    terms of section 2.B.4.2 (Changes to the EULA).

    2.B.4.2. Changes to the EULA. We may modify this EULA at any time
    by posting a revised version on our website at
    https://www.progress.com/legal. Modified terms that relate to
    modifications or additions to the Hosted Services will be effective
    at the time such modifications or additions to the Hosted Services
    are made in accordance with section 2.B.4.1 (Changes to the Hosted
    Services). Modified terms that are required by law will be effective
    immediately. All other modified terms will be effective at the
    commencement of your renewal subscription period occurring
    immediately following the posting of the revised version of this
    EULA. If we post any revisions to this EULA after the date on which
    you are required to notify us that you do not want to renew your
    subscription (pursuant to section 1.3.4 (Subscription License Type))
    and you do not agree with the terms and conditions of the revised
    EULA, you may notify us that you do not want to renew your
    subscription at any time prior to the commencement of your renewal
    subscription period. It is your responsibility to check our website
    regularly for revisions to this EULA.

    2.B.5. Data Backup and Limitations on Availability of Hosted
    Services.

    2.B.5.1. Data Backup. We will follow our standard archival
    procedures for storage of Content. In the event of any loss or
    corruption of Content, we will use commercially reasonable efforts
    to restore the lost or corrupted Content from the latest backup of
    such Content maintained by us or our third-party service provider in
    accordance with its archival procedures. We will not be responsible
    for any loss, corruption, destruction, alteration, or unauthorized
    disclosure of or access to Content directly or indirectly arising
    from acts or omissions of you, your Authorized Users or a third
    party. OUR EFFORTS TO RESTORE LOST OR CORRUPTED
    CONTENT PURSUANT TO THIS SECTION 2.B.5.1 WILL
    CONSTITUTE OUR SOLE LIABILITY AND YOUR SOLE
    AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS,
    CORRUPTION, DESTRUCTION, ALTERATION OR UNAUTHORIZED
    DISCLOSURE OF OR ACCESS TO CONTENT.

    2.B.5.2. Limitations on Availability of Hosted Services. The Hosted
    Services may be inaccessible for reasons including maintenance
    updates, power outages, internet delays, system failures, extended
    downtime and other interruptions. During such periods, you and your
    Authorized Users may be unable to access or use all or a portion of
    the Hosted Services and some or all of the Content may be lost or
    corrupted (in which case, our sole obligation to you will be to
    exercise commercially reasonable efforts to restore the Content in
    accordance with section 2.B.5.1 (Data Backup)). Additionally, we may
    immediately suspend the Hosted Services if there is a reasonable
    threat to the technical security or technical integrity of the
    Hosted Services.

    2.B.5.3. SLA for Hosted Services. We may offer Service Level
    Agreements (SLAs) for certain Hosted Services. If a Hosted Service
    has an SLA associated with it, the terms will be specified in
    section 3 (Product Family Terms) or section 4 (Product Specific
    Terms).

    2.B.6. Use of Third Party Vendors; Transmission of Data. Progress
    may use third party vendors to provide the infrastructure, hardware,
    software, networking, storage, and related technology required to
    operate and provide the Hosted Services ("Cloud Infrastructure
    Environment") and such third party vendors may be granted access to
    your Content while performing services for us in accordance with the
    terms set out in section 2.B.3.1 (Your Responsibility for the
    Content and License Grant to Us). You agree to abide by such third
    party vendors' acceptable use policies which are provided or
    otherwise noticed to you and you shall have no rights against any
    such third party vendors in connection with the Hosted Services.

    2.B.7. Location of Cloud Infrastructure Environment and Personnel.
    Except as otherwise specified in section 3 (Product Family Specific
    Terms) or section 4 (Product Specific Terms), the Cloud
    Infrastructure Environment, or any portion thereof, and any of our
    personnel or the personnel of our Affiliates or service providers
    with access to the Content under the license granted in section
    2.B.3.1 (Your Responsibility for the Content and License Grant to
    Us), may be located in the United States or any other country in
    which we or our Affiliates or service providers maintain facilities.

    2.B.8. Information Use and Disclosure by Us. With respect to the
    Hosted Services, we may access or disclose information about you,
    your Authorized Users, Account(s) and/or the content of your or your
    Authorized Users' communications in order to (i) provide, operate,
    and improve the Hosted Services; (ii) comply with Applicable Laws or
    respond to lawful requests or legal process; or (iii) protect our
    rights or property and/or that of our customers, including the
    enforcement of our agreements or policies governing the use of the
    Hosted Services. Personal data collected or otherwise processed by
    us in the performance of services related to the Hosted Services may
    be transferred to, and stored and processed in, the United States or
    any other country in which we or our Affiliates or service providers
    maintain facilities. For more information on our privacy practices
    read the privacy statement at
    https://www.progress.com/legal/privacy-policy.

    2.B.9. Promotional and Trial Offers. We may offer trial or
    promotional subscriptions ("Promotional Subscriptions") for Hosted
    Services other than the Hosted Services you have ordered from us or
    our Authorized Reseller. Unless otherwise specified, a Promotional
    Subscription will remain active only for as long as you maintain an
    active, paid subscription to the Hosted Services you have ordered
    from us or our Authorized Reseller and which formed the basis for
    your eligibility for the Promotional Subscription. We reserve the
    right at any time to modify or discontinue, temporarily or
    permanently, any Promotional Subscription and your access to the
    Hosted Services licensed under such Promotional Subscription with or
    without notice.

    2.B.10. Links to Third-Party Sites. The Hosted Services may include
    links to third-party sites. We do not control such sites and are not
    responsible for the content of any linked site, any links contained
    in the linked site, or any changes or updates to such sites. We are
    not responsible for any form of transmission received from any
    linked site. You acknowledge and agree that we are not liable for
    any loss or damage which you may incur as a result of the
    availability of third-party vendor resources or external sites.

    2.B.11. Terms for Downloadable Software. If the Hosted Services
    includes any Downloadable Software then the license granted to you
    to the Hosted Services pursuant to this EULA includes the right to
    download, install and use the Downloadable Software only for the
    purpose of connecting to and using the Hosted Services. Your right
    to use the Downloadable Software applies only while you have an
    active subscription for the Hosted Services and will automatically
    terminate immediately following the termination of your
    subscription. You will destroy all copies of the Downloadable
    Software in your possession and will cause your Authorized Users to
    do the same. Upon our request, you will provide us with a written
    instrument signed by your authorized representative certifying your
    compliance with the destruction requirements set forth in this
    section 2.B.11.

    2.B.12. Termination. In addition to any other termination rights we
    may have under this EULA, unless otherwise prohibited by law, and
    without prejudice to our other rights or remedies, we may terminate
    this EULA and the licenses to the Hosted Services granted to you
    hereunder immediately if: (i) we believe providing the Hosted
    Services could create a substantial economic or technical burden or
    material security risk for us or any of our Affiliates, or (ii)
    termination is required in order to comply with the law or requests
    of governmental entities.

------------------------------------------------------------------------

3.  PRODUCT FAMILY SPECIFIC TERMS

    This section specifies terms and conditions that are applicable to
    the following On-Premise Products, as made generally available by us
    to our customers: all Chef On-Premise Products, and for the
    following Hosted Service: Hosted Chef.

    Default License Type for each of the above-referenced On-Premise
    Products and Hosted Service: Subscription.

    3.1. Product Family Definitions. Any defined term used in this
    section 3 (Product Family Specific Terms) but not defined herein
    will have the meaning ascribed to it in section 1 (General Terms and
    Conditions), section 2.A (Terms for On-Premise Products) (as
    applicable for On-Premise Products) or section 2.B (Terms for Hosted
    Services) (as applicable for Hosted Services).

    3.1.1. "Administered License Units" has the meaning given to it in
    section 3.5.2 (Third Party Support).

    3.1.2. "Endpoint" means each individual device with supported
    platforms deployed, managed, and maintained by Chef Desktop such
    as laptops, desktops, tablets, and kiosk workstations,
    excluding, without limitation, servers.

    3.1.3. "License Fee" means fees paid to us (or our Authorized
    Reseller) by you in exchange for your right to use the Product as
    provided in this EULA.

    3.1.4. "License Term" means the subscription period during which you
    are permitted to use the Product, as described in the applicable
    Order.

    3.1.5. "License Unit" means a specific license type or metric, and a
    numeric quantity thereof, used in an Order to establish the extent
    and amount of your license to the Product. "License Unit"
    types/metrics include Node, Service Instance, Target and/or
    Endpoint.

    3.1.6. "Node" means each individual component of your system,
    physical or virtual (i.e., server, workstation, IP router, virtual
    machine, or other device or component) that is assessed, installed,
    configured, updated, scanned and/or managed through the use of
    Chef Infra.

    3.1.7. "Product Usage and Technical Support Data" means data and
    information transmitted directly from the Product regarding your use
    of the Product (i.e., when you install an update or upgrade), as
    well as any Product bugs, errors, and other similar technical
    support issue.

    3.1.8. "Professional Services" means any services (other than
    Support Services) performed by us for you pursuant to the terms set
    forth in section 3.6 (Professional Services) and Exhibit A attached
    hereto.

    3.1.9. "Progress Marks" means the trademarks, service marks,
    proprietary logos and other distinctive brand features found in the
    Product.

    3.1.10. "Service Instance" means each individual component of your
    system, physical or virtual (i.e., server, workstation, IP router,
    virtual machine, or other device or component) onto which one or
    more Chef Habitat packages are deployed.

    3.1.11. "Support Services" means the technical support services
    described at https://www.chef.io/service-level-agreement/ or in any
    Order.

    3.1.12. "Target" means each instance of infrastructure, software,
    configuration, or other technical resource that is the compliance
    target of one or more Chef InSpec profiles used by you.

    3.1.13. "Third Party Components" means components included in the
    Product that are under license from third parties, including open
    source licenses.

    3.2. Software; Terms of Use.

    3.2.1. Product. The term "Product" as defined in section 1.1.12
    will, for each of the applicable Chef products referenced in this
    section 3, include all Updates, libraries, gems, databases,
    plug-ins, messaging services, authentication sub-functions,
    certificate management, and environments provided by us to you
    during the applicable License Term.

    3.2.2. References to Software in an Order. Any references to the
    term "Software" in an Order will mean the Chef product(s) identified
    in that Order and each will be deemed a "Product" as that term is
    defined and referenced in this EULA.

    3.2.3. Terms of Use. Notwithstanding anything to the contrary in the
    definition of "Terms" in section 2.B.1.6, the reference to "Terms of
    Use" shall mean the Terms and Conditions of Use located at
    https://www.chef.io/terms-and-conditions-of-use for the website:
    https://www.chef.io, and any other related websites that link to
    such Terms and Conditions of Use, as may be updated by us from time
    to time.

    3.3. License.

    3.3.1. License Grant. Subject to the terms and conditions contained
    in this EULA and during the applicable License Term, we hereby grant
    you a worldwide, non-exclusive, non-transferable, non-sublicensable
    license to (i) install and/or use the Product only for your internal
    use, whether on premises or in the cloud, including any information
    technology infrastructure, and limited to the number of License
    Units for which you are current in the payment of the applicable
    License Fee, and (ii) to use the Documentation only for your
    internal operation and use.

    3.3.2. Product Restrictions. In addition to the restrictions set
    forth in section 1.2.4 (Restrictions), you will not use or deploy
    the Product in excess of the License Units for which you have paid
    the applicable License Fee.

    3.4. License Fees and Costs and Expenses.

    3.4.1. License Fees. An Order will state the specific License Fee
    and the number of License Units licensed to deploy or use the
    Product. License Fees are based on Product purchased, not actual
    usage (subject always to section 1.14 (Audit) and section 3.8.1
    (Verification of Product Usage)). Except as otherwise provided in
    this EULA, all License Fees are non-cancelable and fees paid are
    non-refundable. The number of License Units purchased cannot be
    decreased during the relevant License Term. License Fees will be
    paid in advance either in full or in accordance with any different
    billing frequency stated in the applicable Order.

    3.5. Support.

    3.5.1. Scope of Support. During the applicable License Term, we will
    provide you with Support Services for the Product as listed at
    https://www.chef.io/service-level-agreement at the "Standard" level,
    or as otherwise described in the applicable Order.

    3.5.2. Third Party Support. You may also elect, at your discretion,
    to obtain separate support by a third party for all or some of your
    licensed Product(s) excluding Hosted Chef ("Administered License
    Units").

    3.5.2.1. You agree that you will provide us with the following
    information in connection with all Administered License Units for
    all periods that you are using a third party to support Administered
    License Units during the applicable License Term:

    i.  Your customer identification number and the name of the third
        party providing the support

    ii. The number of Administered License Units for the prior month

    iii. The information described in (i) and (ii) above to be provided
         for each month on or before the 10th day of the following
         month.

    3.5.2.2. The License Term for the Product is independent of any
    support term for Administered License Units that you may elect with
    a third party.

    3.6. Professional Services. Any Professional Services will be
    provided upon mutual agreement by you and us, as evidenced by the
    mutual execution of an Order specifying the Professional Services to
    be provided to you, and the performance of such Professional
    Services will be subject to the terms of Exhibit A.

    3.7. Proprietary Rights. In addition to the terms set out in section
    1.6 (IP Ownership and Feedback), we and/or our licensors own all
    graphics, user and visual interfaces, images, code, applications,
    and text, as well as the design, structure, selection, coordination,
    expression, "look and feel", and arrangement of the Product and its
    content, and the Progress Marks. This EULA does not permit you to
    distribute any product or service using the Progress Marks,
    including in connection with any Third Party Components. We will
    retain all title to all copies of the Product provided to you or
    made by you. There are no implied rights or licenses in this EULA.
    All rights are expressly reserved by us.

    3.8. Product Usage Tracking and Collection of Data.

    3.8.1. Verification of Product Usage. If and when you add additional
    License Units to your license, you will pay us (or our Authorized
    Reseller, if applicable) for such additional License Units added to
    any license. Upon our request (such request not to be made more than
    twice during any twelve (12) month period without good cause), you
    agree to promptly deliver to us (i) any usage files and reports
    generated by the Product to permit us to verify the number of
    License Units actually used by you during the applicable License
    Term; and/or (ii) a certification signed by one of your officers
    regarding the number of License Units actually used by you during
    the applicable License Term. Notwithstanding the foregoing, you
    agree to reasonably cooperate with us to verify the number of
    License Units actually used by you during the applicable License
    Term, including, without limitation, cooperating with any reviews we
    conduct in accordance with section 1.14 (Audit). If we confirm that
    you have exceeded the number of License Units for the applicable
    License Term, in addition to any other remedies available under this
    EULA or applicable law, you agree to pay the then-current License
    Fees for the additional License Units used by you.

    3.8.2. Telemetry Features and Collection of Data. Unless you choose
    to disable telemetry features in the Product by following the steps
    available at https://docs.chef.io/automate/telemetry/, you consent
    to us receiving Product Usage and Technical Support Data. We will
    use the Product Usage and Technical Support Data to (i) provide the
    Support Services; and (ii) gather information about how you use the
    Product, which may be combined with information about how other
    customers use the Product in an aggregate, anonymized form and
    solely for our own business purposes, including to help us better
    understand trends and customers' needs, consider new features, and
    improve the Product and customers' use experience.

    3.9. Third Party Software. In accordance with section 1.2.7 (Third
    Party Notices), Third Party Components are subject to the terms of
    their accompanying licenses. Please see
    https://www.chef.io/3rd-party-licenses/ for more details. The
    license associated with each Third Party Component, as available at
    the website referenced in this paragraph, will each be considered a
    "Special Notice" as defined in section 1.2.7 (Third Party Notices).
    For the avoidance of doubt, our warranty of the Product includes all
    Third Party Components to the extent embedded in, and used by, the
    Product.

    3.10. Additional Warranty Exclusions. In addition to the terms set
    forth in section 1.9.3 (Warranty Exclusions), the warranties
    specified in section 1.9.2 (Product Compliance with Documentation)
    do not apply to (i) any use of experimental features which you may
    enable in the Product; and (ii) any Product performance
    noncompliance resulting from any: (1) use not in accordance with
    this EULA or any applicable Order, (2) combination with any goods,
    services or other items provided by you or any third party, or (3)
    combination of the Product with any distribution or binary not
    provided to you by us, even if the distribution or binary is derived
    from the same source code as the Product. Further, we do not warrant
    that the Product or any other items furnished by us under this EULA
    or any Order are free from non-material bugs, errors, defects or
    deficiencies.

    3.11. In addition to any other obligations you have under the
    Agreement (including your obligations under Section 1.15.2), upon
    termination or expiration of your license to a Product for any
    reason (including your failure to renew a subscription), you must
    certify in writing by an authorized representative that you have
    immediately ceased use of the Product and destroyed all copies of
    the Product in your possession (and required any Permitted Third
    Parties to do the same).

------------------------------------------------------------------------

4.  PRODUCT SPECIFIC TERMS

    Any defined term used in this section 4 (Product-Specific Terms) but
    not defined herein will have the meaning ascribed to it in section 1
    (General Terms and Conditions), section 2.A (Terms for On-Premise
    Products), section 2.B (Terms for Hosted Services), or section 3
    (Product Family Specific Terms).

    4.A Hosted Chef

    This section specifies specific terms and conditions that are
    applicable to the Hosted Service designated as Hosted Chef.

    4.A.1. SLA. If the Product identified in the Order is Hosted Chef,
    then, unless otherwise expressly stated in the Order, we will
    exercise commercially reasonable efforts to provide Hosted Chef to
    you in accordance with the service level agreement located at
    https://www.chef.io/service-level-agreement/.

    4.A.2. Termination. We may terminate your subscription to the Hosted
    Services in accordance with the terms specified in sections 1.15.1
    (Termination for Breach) and 2.B.12 (Termination). In the event of
    termination of your subscription for the Hosted Services, you will
    be required to satisfy the requirements specified in section 1.15.2
    (Effect of Termination) and section 2.B.11 (Terms for Downloadable
    Software). We will hold your Content for a period of thirty (30)
    days following termination, during which you will be provided a
    reasonable opportunity to collect your Content. After the end of the
    thirty (30) day period, your Content will be deleted. You are solely
    responsible for backing up your Content. Except in the case of
    termination by us for your breach in accordance with section 1.15.1
    (Termination for Breach), you may, if the Hosted Services continue
    to be made generally available by us to our customers, create a new
    Account and obtain a new subscription following the expiration or
    termination of your subscription. If you obtained a free
    subscription, we also reserve the right at any time to modify or
    discontinue, temporarily or permanently, such free subscription and
    your access to the Hosted Services thereunder with or without
    notice. Unless modified or discontinued by us in our sole
    discretion, your free subscription will automatically terminate if
    you cancel or upgrade to a paid subscription for the Hosted
    Services.

    4.B Free-Tier Licenses

    This section specifies specific terms and conditions that are
    applicable to Progress Chef Products for which Free-Tier Licenses
    (defined below) are made available.

    4.B.1. Definitions.

    "Business" means any Person other than a natural person.

    "Commercial Purpose" means for the benefit of (i) any Business,
    or (ii) any undertaking intended, directly or indirectly, for
    profit.

    "Experimental Use" means using the Software to learn, train,
    experiment with, or test viability of the Software. Experimental Use
    excludes pre-production and production environments as well as
    making the Software available to others, whether or not in exchange
    for any consideration.

    "Free-Tier License" is defined in Section 4.B.2 below.

    "Person" means an individual, corporation, partnership, joint
    venture, limited liability company, governmental authority,
    non-profit organization, unincorporated organization, trust,
    association, or other entity.

    4.B.2. License.

    A "Free-Tier License" is a license granted to you at no charge, to
    copy and install the applicable Progress Chef Product(s) on
    computers owned or leased and controlled by you and to use and run
    such Progress Chef Product(s) on such computers solely for your
    personal non-Commercial Purposes, to manage a limited number of
    the applicable Licensed Units (e.g., Node, Target, Endpoint) as
    further described in https://docs.chef.io/chef_license_accept/,
    subject to and in accordance with the terms and conditions of
    this Agreement and this Section 4.B.

    THE FREE-TIER LICENSE IS NOT AVAILABLE TO
    CORPORATIONS, GOVERNMENTAL ORGANIZATIONS,
    OTHER LEGAL ENTITIES, OR PERSONS INTENDING
    TO USE THE SOFTWARE FOR COMMERCIAL PURPOSES.
    IF YOU REPRESENT A CORPORATION, GOVERNMENTAL
    ORGANIZATION, OR OTHER LEGAL ENTITY, OR YOU
    INTEND TO USE THE PRODUCT FOR COMMERCIAL
    PURPOSES, YOU MUST CONTACT PROGRESS DIRECTLY
    TO OBTAIN A COMMERCIAL LICENSE FOR THE PRODUCT.

    4.B.3. Termination.

    The following apply to Free-Tier Licenses in addition to our
    termination rights in Section 1.15.1:

    • Progress may terminate this Agreement for convenience.

    • You may terminate this Agreement at any time by ceasing to use and
    destroying all copies of the Progress Chef Product.

    • If you institute any litigation against Progress (including a
    cross-claim or counterclaim in a lawsuit) then the licenses granted
    to you under this Section 4.B shall terminate automatically as of
    the date such litigation is filed.

    4.B.4. Warranty.

    With respect to Free-Tier Licenses, Section 1.9.2 of the Agreement
    is hereby deleted and replaced with the following:

    THE PRODUCT IS PROVIDED TO YOU "AS IS" AND WITH ALL
    FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND.
    TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
    LAW, PROGRESS, ON ITS OWN BEHALF AND ON BEHALF OF
    ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS
    EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
    IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO
    THE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF
    MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
    TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY
    ARISE OUT OF COURSE OF DEALING, COURSE OF
    PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT
    LIMITING THE FOREGOING, PROGRESS PROVIDES NO
    WARRANTY OR UNDERTAKING, AND MAKES NO
    REPRESENTATION OF ANY KIND THAT THE PRODUCT
    WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED
    RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER
    PRODUCT, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE
    WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR
    RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY
    ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU MAY
    HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE.

    4.B.5. Limitation of Liability.

    With respect to Free-Tier Licenses, Sections 13.1.1 and 13.1.2 of
    the Agreement are hereby deleted and replaced with the following:

    TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE
    LAW: IN NO EVENT WILL PROGRESS OR ITS AFFILIATES,
    OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR
    SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY
    CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
    SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT
    OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH
    OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
    OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES
    WERE FORESEEABLE AND WHETHER OR NOT PROGRESS
    WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    YOU MAY HAVE ADDITIONAL RIGHTS THAT VARY FROM
    STATE TOSTATE.

    4.B.6. Support.

    Notwithstanding anything in the Agreement to the contrary, there is
    no maintenance or support available in connection with a Free-Tier
    License.

  Exhibit A

PROFESSIONAL SERVICES TERMS AND CONDITIONS

1.  Definitions. Any defined term used in this Exhibit A but not defined
    herein will have the meaning ascribed to it in any of the following
    sections of this EULA: section 1 (General Terms and Conditions),
    section 2.A (Terms for On-Premise Products) (as applicable for
    Professional Services associated with On-Premise Products), section
    2.B (Terms for Hosted Services)(as applicable for Professional
    Services associated with Hosted Services), section 3 (Product Family
    Specific Terms) or section 4 (Product Specific Terms). In the event
    of conflict among the defined terms, the order of precedence shall
    be: first, this Exhibit A; and then the sections listed in the
    previous sentence in the reverse order (e.g., section 4 (Product
    Specific Terms), section 3 (Product Family Specific Terms), and so
    on).

    1.1. "Deliverables" has the meaning given to it in section 6.2 of
    this Exhibit A (Ownership of Deliverables and Other Works of
    Authorship).

    1.2. "Professional Services Warranty Period" has the meaning given
    to it in section 7 of this Exhibit A (Professional Services Warranty
    and Disclaimer).

    1.3. "Progress Proprietary Items" means any of Our Technology,
    Product Usage and Technical Support Data, or work, materials, or
    other tangible or intangible property used by us in the course of
    performance of Professional Services under this EULA and this
    Exhibit A or any Order that is (i) not a Deliverable; or (ii)
    developed by us independently of the Professional Services performed
    pursuant to this Exhibit A. Inclusion of any Progress Proprietary
    Item in a Deliverable does not change its character as a Progress
    Proprietary Item.

2.  Orders, Professional Services and Change Orders.

    2.1. Professional Services. We will perform the Professional
    Services detailed in any Order. Each Order referencing Professional
    Services will set forth a description of the work to be performed,
    fees, time schedules and other special terms and conditions
    applicable to the project.

    2.2. Change Orders. Any modifications to the Professional Services
    set forth in an Order, and any fees or other terms associated with
    such modifications, will be memorialized in an amendment to the
    Order or a replacement Order accepted by you and us as evidenced by
    signature of an authorized representative of each party on the
    applicable amendment or replacement Order. No modifications to the
    Professional Services set forth in an Order will be effective, and
    we will not have any obligation to implement the modifications to
    the Professional Services, until accepted by you and us in
    accordance with this paragraph.

3.  Personnel and Your Responsibilities.

    3.1. Personnel. We will perform the Professional Services using our
    employees, subcontractors or agents, as we in our sole discretion
    deem appropriate. We will remain responsible to you for the actions
    of our employees, subcontractors or agents, when so used.

    3.1.1. Non-Solicit. We and you agree that our and your respective
    employees and subcontractors are a valuable asset to our and your
    respective organizations and are difficult to replace. Accordingly,
    during the term of the Professional Services engagement described in
    the Order and for a period of one (1) year thereafter, neither we
    nor you will solicit, whether directly or indirectly, the employment
    of any of the other party's employees or subcontractors who are, or
    who were engaged or employed in the provision or receipt of the
    Professional Services without the prior written consent of the other
    party. If either party violates this section 3.1.1, we and you agree
    that the violating party of this section will pay to the other party
    an amount equal to one (1) year of annual compensation of such
    employee or subcontractor, which amount will be payable at the time
    such action occurs. For purposes of this section 3.1.1, "one year of
    annual compensation" will be calculated by multiplying two thousand
    (2,000) by the hourly rate derived from the Order. If the applicable
    Order includes multiple resources and hourly rates, then the parties
    will use the average of the hourly rates referenced in the
    applicable Order. If the applicable Order is for a fixed fee with no
    hours listed, then our list hourly rate(s) applicable for our
    personnel performing the Professional Services will be used and, in
    accordance with the above, if there are multiple personnel providing
    Professional Services under the applicable Order with differing list
    hourly rate(s), then the average of the list hourly rates will be
    used to complete the calculation. Notwithstanding the foregoing, the
    provisions of this section 3.1.1 will not preclude either party from
    interviewing, making an offer of employment or other engagement, or
    hiring any person who responds to a general publicly available
    advertisement or solicitation initiated by or on behalf of either
    party, such as a website posting or referral from an employment
    agency.

    3.1.2. Independent Contractor Status; No Agency. We, at all times,
    will be an independent contractor providing Professional Services to
    you pursuant to this EULA and this Exhibit A. Those performing
    Professional Services on behalf of us hereunder, as set forth in the
    applicable Order or otherwise, will be employees or subcontractors
    of us or our Affiliates. Neither us or our Affiliates nor any
    employee or subcontractor of us or our Affiliates providing
    Professional Services will represent to third parties that we, our
    Affiliates or said employee or subcontractor is an employee or agent
    of yours in the provision of Professional Services under this EULA
    and this Exhibit A. Nothing in this EULA or this Exhibit A will give
    you control over the manner in which we, our Affiliates or any
    employee or subcontractor of us or our Affiliates provides such
    Professional Services. Notwithstanding the foregoing, you agree to
    provide us or our Affiliates, to the extent applicable, a safe and
    satisfactory work environment for our personnel, as well as other
    services or materials such personnel may reasonably request in order
    to perform the Professional Services.

    3.2. Your Responsibilities. You understand your business needs and
    have determined independently that the Deliverables and Professional
    Services will meet your needs.

4.  Fees; Costs and Expenses.

    4.1. Fees for Professional Services. For Professional Services
    designated as "fixed fee" in the Order, we will invoice you upon
    execution of the applicable Order. For Professional Services not
    designated as "fixed fee" in the Order, we will invoice you monthly
    in arrears based on actual hours worked and expenses incurred during
    the preceding month. Unless the applicable Order provides otherwise,
    Professional Services fees designated as "fixed fee" are
    non-cancelable and fees paid are non-refundable.

    4.2. Costs and Expenses. You will reimburse us for any reasonable
    expenses incurred by us in the performance of the Professional
    Services, including without limitation, travel and lodging expenses.

5.  Acceptance of Professional Services. Unless otherwise expressly
    stated in the Order, all Professional Services will be deemed
    accepted upon performance and all Deliverables will be deemed
    accepted upon delivery.

6.  Proprietary Rights.

    6.1. Progress Proprietary Items. You will have or obtain no rights
    in Progress Proprietary Items (or in any modifications or
    enhancements to them or any derivative work within the meaning of
    the US Copyright Act) except that, to the extent that we incorporate
    the Progress Proprietary Items into a Deliverable, we will grant you
    a worldwide, non-exclusive, non-transferable, non-sublicensable
    license in such Progress Proprietary Items to use them as part of
    (but not unbundled from) the Deliverable. All other Intellectual
    Property Rights in and to the Progress Proprietary Items will remain
    in and/or are hereby assigned to us.

    6.2. Ownership of Deliverables and Other Works of Authorship. Should
    the Professional Services set forth in an Order result in any
    reports, work product or other tangible items identified in an Order
    as a deliverable ("Deliverables"), unless otherwise provided in an
    Order, we grant you a worldwide, non-exclusive, non-transferable,
    non-sublicensable license to use the Deliverables for your internal
    use. Other than the limited license to the Deliverables contained
    herein or as otherwise set forth in an Order, we will own and retain
    all right, title and interest, express or implied, in and to any
    Deliverables created during the course of providing Professional
    Services and to all other works of authorship of any kind or nature
    prepared, created or conceived by us (or our employees,
    subcontractors or agents) in the performance of the Professional
    Services, exclusive of any Confidential Information of yours
    incorporated therein. We will not own or have any right, title or
    interest in or to your Confidential Information, whether by
    assignment, license or otherwise.

    6.3. Residuals/Items of General Knowledge. We may use our general
    knowledge, skills and experience, and any ideas, concepts, know-how,
    and techniques within the scope of our professional services
    practice in the course of providing the Professional Services,
    including information publicly known or available or that could
    reasonably be acquired in similar work performed for another
    customer of ours. In no event will we be precluded from developing
    for ourselves, or for others, materials that are competitive with
    the Deliverables, irrespective of their similarity to the
    Deliverables, provided this is done without use of your Confidential
    Information.

7.  Professional Services Warranty and Disclaimer. Notwithstanding
    anything to the contrary in section 1.9 of the EULA (Warranties), we
    warrant to you that for a period of sixty (60) days after our
    performance of the Professional Services or delivery of the
    Deliverables (the "Professional Services Warranty Period"): (i) the
    Professional Services will be performed in a good and workmanlike
    manner; and (ii) the Deliverables will conform in all material
    respects to the applicable specifications identified in an Order.
    Our sole obligation under the limited warranty set forth in this
    section 7 is to use commercially reasonable efforts to correct any
    Professional Services or Deliverables that do not comply with the
    warranties set forth in this section 7 (e.g., by reperformance of
    any noncomplying Professional Services or modifying any noncomplying
    Deliverables), provided that you give us written notice of the
    noncompliance within the Professional Services Warranty Period. If,
    after the expenditure of commercially reasonable efforts, we are
    unable to correct the noncompliance, we may choose to refund an
    equitable portion (e.g., based upon the value of your actual use of
    the applicable Deliverable(s) or any benefits received by you) of
    the fee paid by you for such Professional Services or Deliverables,
    whereupon your rights in and to any such nonconforming Professional
    Services or Deliverables will be terminated. Except for the express
    warranty set forth in this section 7, the warranty exclusions and
    disclaimers specified in sections 1.9.3 of the EULA (Warranty
    Exclusions) and 1.9.4 of the EULA (Warranty Disclaimers) apply to
    the Professional Services provided by us to you pursuant to this
    Exhibit A and any Order.

8.  Term; Termination.

    8.1. The terms of this Exhibit A will remain in effect until
    termination in accordance with section 8.2 of this Exhibit A.

    8.2. Termination.

    8.2.1. Termination of the EULA. The terms of this Exhibit A, and any
    outstanding Professional Services engagements set forth in any
    Order(s), will automatically terminate in the event of termination
    of this EULA in accordance with section 1.15.1 (Termination for
    Breach). Notwithstanding anything to the contrary in section 1.15.1
    of the EULA, we may not terminate this EULA or your license(s) to
    the Product(s) granted under this EULA, or the parties' respective
    rights and obligations associated therewith, pursuant to section
    1.15.1 (Termination for Breach) if the nature of your breach is
    solely related to the Professional Services engagement set forth in
    an Order.

    8.2.2. Termination of Professional Services for Breach. Either party
    may terminate any Professional Services engagement set forth in any
    Order by written notice to the other party if the other party
    materially breaches its obligations under this Exhibit A or the
    applicable Order in relation to such Professional Services
    engagement and, where such breach is curable, fails to cure such
    breach to the non-breaching party's reasonable satisfaction within
    thirty (30) days after such notice. Your failure to pay any fees
    owing to us for the Professional Services as provided in Section
    1.8.1 of the EULA (Payment Terms and Taxes) is a material breach for
    which we may terminate the Professional Services under the
    applicable Order(s) pursuant to this section 8.2.2 immediately upon
    written notice. The remedy specified in this section 8.2.2 will not
    be exclusive and will be in addition to any other remedies which the
    non-breaching party may have under this EULA or otherwise.

    8.2.3. Effect of Termination of Professional Services.

    8.2.3.1. We will have no obligation to perform any Professional
    Services under a terminated Professional Services engagement set
    forth in an Order after the effective date of the termination.

    8.2.3.2. In the event of termination of any Professional Services
    engagement(s) set forth in one or more Order(s) in accordance with
    section 8.2.2 of this Exhibit A, you agree that you will pay all
    fees, reimbursable expenses, compensation or other amounts payable
    to us pursuant to section 4 of this Exhibit A and the applicable
    Order for all Professional Services performed by us up to and
    including the date of termination of the Professional Services under
    the applicable Order(s).

Rev. TMPLT19APR2021CHEF31AUG2023
