StoneAge

END USER LICENSE AGREEMENT (EULA)

IMPORTANT READ THIS AGREEMENT CAREFULLY
Revised September, 2022

This end user license agreement (“EULA”) is a legal contract between the Licensee (either an individual or a single entity) and StoneAge, Inc. (“StoneAge”) for the Software product(s) and Documentation that StoneAge licenses to the Licensee. STONEAGE IS WILLING TO LICENSE THE SOFTWARE AND DOCUMENTATION TO THE LICENSEE ONLY ON THE CONDITION THAT THE LICENSEE ACCEPTS ALL OF THE TERMS AND CONDITIONS IN THIS EULA. THE LICNESEE ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF THIS EULA BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF THE LICNESEE IS ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY, OR OTHER LEGAL ENTITY, THE LICNESEE REPRESENTS AND WARRANTS THAT THE LICNESEE HAS FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF THE LICENSEE DOES NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE SOFTWARE. CONTINUED USE OF THIS SOFTWARE INDICATES ACCEPTANC EOF THIS EULA.

DEFINITIONS

1.1 Affiliates: means an entity that is directly or indirectly controlled by or is under common control with such party, where “control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the relevant entity.

1.2 Complementary Software: means samples, utilities, plug-ins, user interface components and/or reports that are generally not included in a default Software installation but are provided as an accommodation to the Licensee.

1.3 Concurrent License: means a license to use the Software by a specified number of users, provided the number of users accessing or using the Software at the same time do not exceed the number of valid software activations the Licensee has purchased.

1.4 Confidential Information: means (i) the Software and Documentation; (ii) the technology, ideas, know-how, documentation, processes, algorithms and trade secrets embodied in the Software; and (iii) any other information in written or electronic media that is identified as “confidential,” “proprietary” or with a similar legend at the time of such disclosure.

1.5 Customer Data: means the Licensee’s information, data, and other content, in any form or medium, that is input into the Software. Customer Data includes the Licensee’s: (i) Authorized Users’, (ii) employees’, (iii) customers’, or (iv) other third party’s data the Licensee makes available to the Software, including the Web-Based Software.

1.6 Designated Location: means the site, Equipment and/or application owned and operated by the Licensee as designated by StoneAge in any agreement between the parties.

1.7 Device: means any physical or virtual environment, node, server, computer, or other digital workstation, electronic, cellular, or computing equipment that runs, accesses, or utilizes the services of the Software.

1.8 Documentation: means the then-current documentation regarding the Software that is generally provided or made available to the Licensee by StoneAge either in print or electronic, and which may include end user manuals, operation instructions, installation guides, release notes, and on-line help files regarding the use of the Software.

1.9 Equipment: means any physical asset, sub-component or grouping thereof.

1.10 EULA: means this end user license agreement.

1.11 License Term: means the time duration of the Software license as specified in any agreement between the parties.

1.12 License Type: means Concurrent License.

1.13 Licensee: means the purchaser of the Software and/or the user of the Software.

1.14 Resultant Data: means data and information related to the Licensee’s use of the Software that is used by StoneAge, including to compile statistical and performance information related to the provision and operation of the Software and StoneAge products.

1.15 StoneAge: means StoneAge, Inc., a Colorado corporation, and its Affiliates, having a principal place of business at 466 S. Sky Lane Drive, Durango, Colorado 81303, United States.

1.16 Software: includes any of the following: StoneAge’s computer software, programs, technology, cloud application, services, Complementary Software, firmware and associated media and any updates, upgrades, or enhancements thereto, or portions thereof.

1.17 Third Party Licensor: means third parties who provide software, technology, functionality, or content that is entered into the Software, or is necessary to the operation of the Software.

1.18 Web-Based Software: means hosted Software, subscription services, cloud services, and related technology made available for access by the Licensee over the internet for, among other things, the management of data from industrial assets.

GRANT OF LICENSE

2.1 The rights granted to the Licensee with respect to the Software are based on the License Type and the License Term. The License Type and the License Term are detailed in the agreement between the parties completed at the time of the Licensee’s purchase.

2.2 Subject to the Licensee’s compliance with all the terms and conditions of this EULA, the Licensee’s timely payment of any applicable license fee, and the Licensee’s compliance with the activation process if applicable, StoneAge and its third party licensors grant the Licensee a limited, personal, nontransferable, non-exclusive license during the License Term to download, install and/or use the Software and Documentation for the Licensee’s own internal business purposes on a Device and at the Designated Location if specified, pursuant to the License Type that the Licensee purchased. The Licensee is responsible for ensuring the Licensee’s personnel and authorized contractors comply with all relevant terms of this EULA and any failure to comply will constitute a breach by the Licensee. Any use of the Software by authorized contractors shall be solely for the Licensee’s internal business purposes.

2.3 If the Licensee uses any third party software not supplied by StoneAge, including open source software, in conjunction with any Software, the Licensee must ensure that such use does not require (i) disclosure or distribution of any Software in source code form, (ii) licensing of any Software for the purpose of making derivative works, or (iii) redistribution of any Software at no charge. For the avoidance of doubt, the Licensee may not combine Software with any software licensed under any version of or derivative for the GNU General Public License (“GPL”) in any manner that could cause, or could be interpreted or asserted to cause, the Software or any modification to the Software to become subject to the terms of the GPL.

2.4 The Licensee is responsible for all telecommunication or Internet connections and associated fees required to access or use the Software, as well as all hardware and software on the Licensee’s site.

RESTRICTIONS

3.1 Copy/Design Restrictions. The Licensee may not copy the Software or Documentation except to the extent stated in this Section.

  1. The Licensee may make a copy of the Software provided that any such copy is only for archival purposes to internally back up the Software.
  2. The Licensee may make a copy of the Software for purposes of installation of the Software within the Licensee’s organization provided the Licensee purchased licenses for such Software copies.
  3. The Licensee may copy the Software image with prior written consent by StoneAge provided the Licensee purchased the required licenses for such Software image copies.
  4. The Licensee will retain and reproduce all copyright or proprietary notices in their exact form on all copies (including partial copies) of the Software or Documentation made by the Licensee as permitted per this Section 3.1.
  5. The Licensee may not reverse assemble, reverse engineer, decompile, translate, or create derivative works based on the Software or Documentation, except and only to the extent that such restrictions may be permitted by applicable law, or as set forth in Section 14. The Licensee may not work around or bypass any technical restrictions or limitations in the Software. If the Licensee intends to undertake any of the foregoing as permitted by applicable law, the Licensee will give StoneAge advance notice and an opportunity to provide alternative means to address the Licensee’s needs.
  6. If the Licensee upgraded or updated the Software to a newer version of the Software, the Licensee may not transfer the prior edition or prior version to another user.
  7. The Licensee may not remove, minimize, block, or modify any logs, trademarks, copyrights, or other notices of StoneAge or its licensors that are included in the Software or Documentation.
  8. The Licensee may not use the Software or Documentation to make Software training materials to be sold, licensed, used, or distributed, except for the Licensee’s internal use of Documentation copied in its entirety, and screen captures of the Licensee’s Software application. The Licensee is solely responsible and liable for any such training materials the Licensee produces.

3.2 Use Restrictions.

  1. The Licensee may not provide, utilize, or commercially host the Software as an application service provider or the like for other third parties.
  2. Except as expressly stated herein, the Licensee may not sublicense, rent, resell, lease, or transfer the Software without StoneAge’s prior written consent.
  3. The Licensee may only use the Software at the Designated Location if a Designated Location has been specified.
  4. The Licensee may only use the Software on the Designated Device if a Designated Device has been specified.
  5. The Licensee may not use the Software beyond the License Type or License Term the Licensee purchased.
  6. The number of users accessing or using the Software at the same time may not exceed the number of valid software activations the Licensee purchased.
  7. The Licensee may download and use Software for a StoneAge product only if such product has been legitimately acquired directly from an authorized StoneAge source. All other downloads and use thereof is strictly prohibited. For example, if the Licensee acquired a StoneAge product from an unauthorized source, e.g., an unauthorized reseller, the Licensee is not permitted to download any materials, including Software and firmware updates, and any use of such materials is prohibited.
  8. The Licensee may not use any Confidential Information to contest the validity of any intellectual property of StoneAge or its licensors.
  9. The Licensee may not use the Software to violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights.
  10. The Licensee may not disclose data or information that the Licensee does not have the consent to disclose (such as the confidential information of others including The Licensee’s: (i) Authorized Users, (ii) employees, (iii) customers, (iv) and other third parties).

3.3 Other Restrictions.

  1. The Licensee may not separate component parts of the Software for independent use.
  2. The Licensee may not use hardware, software, or programming techniques to pool connections, reroute information, or reduce the number of required licenses that directly access or use the Software.
  3. The Licensee may not use any tool, utilities, programming techniques or command lines to provide enhanced interfacing to the Software beyond authorized StoneAge available interfaces.
  4. Any application created by use of the Software is prohibited from being translated into instructions that run on third party Software or hardware platforms without our written consent.

LIMITED WARRANTY

4.1 The Software is warranted for ninety (90) days after its initial delivery to the Licensee that it will substantially conform with its Documentation supplied by StoneAge at the time of initial delivery of the Software. StoneAge will use commercially reasonable efforts designed to identify and remove any viruses or other similar intentionally harmful code from the Software prior to delivery to the Licensee. Defective media on which the Software was delivered will be replaced without charge if returned during the warranty period. This warranty shall be void if the Licensee attempts to modify the Software in any way or use the Software in breach of this EULA. StoneAge makes no representation or warranty, express or implied, that the operation of the Software will be uninterrupted or error free, or that the functions contained in the Software will meet or satisfy the Licensee’s intended use or requirements; the Licensee assumes complete responsibility for decisions made or actions taken based on information obtained using the Software. In addition, due to the continual development of new techniques for intruding upon and attacking networks, StoneAge does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.

4.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND STONEAGE AND ITS LICENSORS DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY UNDER UCITA. NO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY STONEAGE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION.

4.3 THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET OR BE USED IN CONNECTION WITH HARDWARE AND OTHER PRODUCTS THAT ARE CONNECTED TO THE INTERNET. THE LICENSEE ACKNOWLEDGES AND AGREES THAT STONEAGE AND ITS LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE LICENSEE’S DATA, WEB‑SITES, COMPUTERS, OR NETWORKS. STONEAGE AND ITS LICENSORS WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES.

4.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE LICENSEE. THIS WARRANTY GIVES THE LICNSEE SPECIFIC LEGAL RIGHTS, AND THE LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

LIMITATION OF REMEDIES

5.1 StoneAge’s entire liability and the Licensee’s exclusive remedy for breach of the Limited Warranty shall be: The replacement of the Software not meeting the Limited Warranty specified above which is returned with proof of purchase during the warranty period; or If StoneAge is unable through reasonable efforts to deliver replacement Software which meets the Limited Warranty specified above, the Licensee may terminate this EULA by returning or destroying the Software as provided herein, and StoneAge will refund the Licensee’s purchase price.

SUPPORT SERVICES

6.1 StoneAge does not provide any support services for the Software under this EULA. The Licensee has no rights to any updates, upgrades, or enhancements to the Software unless the Licensee separately purchases a StoneAge software support service agreement. For more information contact a local StoneAge representative.

INTELLECTUAL PROPERTY INFRINGEMENT

7.1 Subject to Article 8, StoneAge will pay costs and damages finally awarded in any suit against the Licensee to the extent based on a finding that the design of Software licensed hereunder by StoneAge infringes any patent, utility model, copyright, or trademark granted or registered in the country of StoneAge’s shipping destination, provided that the Licensee: (i) promptly informs StoneAge of the alleged infringement in writing; (ii) provides StoneAge the exclusive right to defend and settle the suit, at StoneAge’s expense; and (iii) provides all reasonable information and assistance requested for the defense. StoneAge shall have no liability for any infringement that is based upon or arises out of: (a) compliance with the Licensee’s instructions, specifications, or designs; (b) use of Software in the Licensee’s or a third-party process; (c) combinations with other equipment, software or materials not supplied by StoneAge; or (d) the Licensee’s failure to implement any update to the Software furnished by StoneAge. In the event any Software is determined or believed by StoneAge to infringe the rights of a third party, StoneAge may, at its sole option and expense, elect to: (a) modify the Software so that it is non-infringing, (b) replace the Software with non-infringing Software that is functionally equivalent or superior in performance, (c) obtain a license for the Licensee to continue to use the Software as provided hereunder, or (d) if none of the foregoing can be achieved despite the reasonable efforts of StoneAge, terminate the license for the infringing Software, have the Licensee return or destroy such Software, and refund to the Licensee the license fees paid by Customer for such Software, prorated over sixty (60) months from the date of this Agreement on a straight-line basis. The foregoing states the sole and exclusive obligations of StoneAge for intellectual property infringement.

LIMITATION OF LIABILITY

8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STONEAGE OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION OR DATA, FOR BUSINESS INTERRUPTION, FOR LOST SAVINGS, FOR LOSS OF PRIVACY, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF STONEAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE LICENSEE.

8.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STONEAGE’S AND ITS THIRD PARTY LICENSORS’ MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL CLAIMS AND LIABILITIES, INCLUDING THAT WITH RESPECT TO DIRECT DAMAGES AND OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE LICENSE FEES PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM OR LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

8.4 ALL OF THE DISCLAIMERS AND LIMITATIONS OF REMEDIES AND/OR LIABILITY THROUGHOUT THIS EULA WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION OF THIS EULA OR ANY OTHER AGREEMENT BETWEEN THE LICENSEE AND STONEAGE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.

NO HIGH RISK USE

9.1 The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale in hazardous environments requiring fail-safe performance in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Unless StoneAge gives its prior written consent and is consulted regarding the specific deployment, system set-up and Software support plan, the License excludes any High Risk Activities, and the Licensee (i) shall not use the Software with respect to any High Risk Activities, and (ii) to the fullest extent permitted by law, shall indemnify, defend, and hold harmless StoneAge and its third party licensors from all losses, liabilities claims, damages, costs, attorneys’ fees and other expenses (“Claims”) relating to such High Risk Activities regardless of whether caused by STRICT LIABILITY, REGULATORY OR STATUTORY LIABILITY, PRODUCTS LIABILITY, BREACH OF REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED), BREACH OF DUTY (LEGAL, STATUTORY, CONTRACTUAL, EQUITABLE, OR OTHERWISE), ANY THEORY OF TORT, BREACH OF CONTRACT, FAULT, THE NEGLIGENCE OF ANY DEGREE OR CHARACTER (WHETHER SOLE, JOINT, OR CONCURRENT; ACTIVE, OR PASSIVE) OF ANY PARTY (“Regardless of Cause”). If it is judicially determined that the foregoing indemnification is to any degree void or unenforceable, the Licensee’s obligation to defend, indemnify, and hold StoneAge harmless shall apply: (i) except to the extent of the sole negligence of StoneAge or (ii) to the maximum degree permitted by applicable law, whichever of (i) or (ii) provides the most protection to Stone Age under applicable law.

TERM AND TERMINATION

10.1 This EULA takes effect upon the Licensee’s downloading, installing, copying, or otherwise using the Software and remains effective until terminated for any reason. The Licensee may terminate it at any time by destroying all copies of the Software and Documentation in the Licensee’s possession.

10.2 StoneAge may immediately suspend the Licensee’s right to download, install, copy, and/or use the Software and Documentation: (i) if the Licensee breaches Section 2 (Grant of License), Section 3 (Use Restrictions), Section 13 (Export Controls), or Section 18 (Subscription Licenses and Web-Based Software) of the EULA; and (b) to protect StoneAge from potential liability, including compliance with applicable law.

10.3 If the Licensee breaches this EULA and does not cure that breach within thirty (30) days after receipt of written notice of the breach, StoneAge may terminate this EULA for cause. StoneAge may immediately terminate this EULA: (i) if the Licensee breaches Section 2 (Grant of License), Section 3 (Use Restrictions), Section 13 (Export Controls), or Section 18 (Subscription Licenses and Web-Based Software) of the EULA; and (b) to protect StoneAge from potential liability, including compliance with the applicable law.

10.4 The Licensee agrees upon termination of this EULA to cease using the Software and either return to StoneAge or destroy all copies of the Software and Documentation in the Licensee’s possession. If this Software has been licensed to the Licensee as part of a subscription service or limited License Term, this EULA shall terminate after the period of the subscription or Licensed Term has lapsed. Termination of this EULA will automatically terminate all licenses granted herein. The protections afforded to StoneAge in this EULA relating to intellectual property protection, confidentiality, disclaimers, indemnification, and liability limitations shall survive any termination or expiration of this Agreement.

PREPRODUCTION RELEASES

11.1 As an accommodation to the Licensee, StoneAge may provide the Licensee with a preproduction release of the Software (often labeled a “beta release”). These releases are not suitable for production use. The Licensee agrees to comply with the beta form accompanying such Software.

11.2 Such releases are provided on an “as is” basis, WITHOUT WARRANTIES OF ANY KIND. USE OF BETA RELEASES IS AT THE LICENSEE’S SOLE RISK.

GOVERNMENT RESTRICTED RIGHTS

12.1 If the Licensee is a branch or agency of the United States Government, the following provision applies. The Software and Documentation are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).

EXPORT CONTROLS

13.1 The Software and Documentation supplied by StoneAge under this EULA are subject to export controls under the laws and regulations of the United States (“U.S.”) and any other applicable countries’ laws and regulations. The Licensee shall comply with such laws and regulations governing export, re-export, import, transfer, and use of StoneAge Software and Documentation and will obtain all required U.S. and local authorizations, permits, or licenses. The Licensee and StoneAge each agree to provide the other information, support documents, and assistance as may reasonably be required by the other in connection with securing authorizations or licenses.

OWNERSHIP

14.1 The Software and Documentation are protected by copyright and other intellectual property laws and treaties. StoneAge or its licensors retain the title, copyright, and other intellectual property rights in the Software and Documentation, including permitted copies. The Licensee does not acquire any rights, express or implied, other than those expressly granted in this EULA. The Software and Documentation are licensed, not sold. Nothing in this EULA constitutes a waiver of our rights under U.S. or international copyright law or any other law. In furtherance of the foregoing, the Licensee hereby unconditionally and irrevocably grants to StoneAge an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

14.2 As between StoneAge and the Licensee, the Licensee is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, subject to the rights and permissions granted in Section 14.3.

14.3 The Licensee hereby irrevocably grants all such rights and permissions in or relating to Customer Data and Resultant Data as are necessary or useful to StoneAge to enforce this Agreement and exercise StoneAge’s rights and perform StoneAge’s obligations hereunder including the performance of sales and services by StoneAge and its Affiliates (including, but not limited to, quality, safety, energy, security, analytics, software updates, product and service diagnostics and prognostics, support and reporting), and to improve StoneAge products and to facilitate or improve the Licensee’s use of StoneAge products, Software and services. This grant shall be no less than a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of the Customer Data and Resultant Data. The Licensee acknowledges that Customer Data and Resultant Data includes the data of the Licensee’s customers or other third parties that the Licensee makes available to the Software, including the Web-Based Software. The Licensee is responsible for obtaining all rights, permissions, licenses, and authorizations to provide Customer Data and Resultant Data for use as contemplated under this Agreement.

14.4 The Licensee may provide StoneAge with suggestions, comments, or other feedback with respect to the Software. Feedback is voluntary. StoneAge may use feedback for any purpose, including improvement of the Software, without obligation or restriction of any kind.

14.5 The Licensee agrees that a material breach of this EULA adversely affecting StoneAge’s intellectual property rights may cause irreparable injury to StoneAge for which monetary damages would not be an adequate remedy, and StoneAge shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law.

CONFIDENTIAL INFORMATION

15.1 The Licensee shall not use or disclose any Confidential Information, except as expressly authorized by this EULA, and shall protect all such Confidential Information using the same degree of care which the Licensee uses with respect to the Licensee’s own similarly valuable proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. The Licensee shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Confidential Information. If there is an unauthorized use or disclosure of Confidential Information, the Licensee shall notify StoneAge in writing as soon as reasonably possible and cooperate with StoneAge as necessary to investigate or remediate the unauthorized use or disclosure.

ASSIGNMENT

16.1 The Licensee may not assign this EULA, in whole or in part, without StoneAge’s prior written consent. Any attempt to assign this EULA without such consent will be null and void. Subject to the foregoing, this EULA will bind and inure to the benefits of each party’s permitted successors and assigns.

GOVERNING LAW

17.1 This EULA shall be governed by the laws of the State of Colorado, without regard to any conflict of laws provisions. The United Nations Convention on the International Sale of Goods will not apply. The Licensee agrees to bring any action in connection with this EULA or the Software exclusively in the state or federal courts of Colorado, and the Licensee further agrees to the jurisdiction of the state and federal courts of Colorado for any action that StoneAge brings against the Licensee.

SUBSCRIPTION LICENSES AND WEB-BASED SOFTWARE

Subscription Licenses and Web-based Software to the StoneAge’s End User License Agreement (“EULA”) is between the Licensee and StoneAge for the Licensee’s access to, and use of, the StoneAge Software (as defined in the EULA) provided online, on a subscription basis, or in association with services enabled in the cloud.

18.1 SUBJECT MATTER. StoneAge provides or makes use of a cloud-based data hosting platform (“Cloud Platform”) for the management of data from industrial assets. Further, StoneAge offers data management Software applications running on the Cloud Platform. The Cloud Platform that is provided or used with the Software or service, such as Amazon Web Services, may be accessible via an account on-line through a web interface at www.stoneagetools.com and applicable sub domains as well as any successor and related site or portal designated by StoneAge.

18.2 USE OF SOFTWARE. During the License Term, the Licensee may use the Software solely for the Licensee’s internal business operations. The Licensee may not sublicense or transfer these rights, except as specifically provided in the EULA.

The Licensee may allow its employees, agents, and contractors (“Authorized Users”) to use the Software for the purposes provided in the EULA. The Licensee shall be fully responsible for its Authorized Users’ acts and omissions, including without limitation the Licensee’s Authorized Users’ compliance with this EULA. The Licensee may use the Software, including the Web-Based Software to provide services to the Licensee’s end customers. StoneAge consents to such use of the Software provided the Licensee abides by the EULA, and the Licensee shall be fully responsible for the Licensee’s end customers’ acts and omissions including its end customers’ compliance with the EULA.

18.3 ADMINISTRATION. The Licensee’s use of this Software, or the Licensee’s participation in these Services, involves having a user account as required by StoneAge. The Licensee agrees to accept responsibility for all activities that occur under the Licensee’s user account. The Licensee is responsible for identifying and authenticating all users, approving access by such users, and controlling against unauthorized access. The Licensee is responsible for maintaining the confidentiality of the Licensee’s users’ account information and passwords. StoneAge will have the right to rely on any information received from any person or entity using the Licensee’s user account and password, and StoneAge will incur no liability arising out of such reliance. StoneAge is not responsible for any harm caused by the Licensee’s users, including individuals who were not authorized to have access to the Software. If the Licensee becomes aware of any unauthorized use of the Licensee’s password or user account, it is the Licensee’s responsibility to notify StoneAge in writing as soon as reasonably possible.

18.4 DATA LOCATION. Pursuant to applicable laws, StoneAge may process and store the Licensee’s Customer Data anywhere StoneAge or its agents maintain facilities. By using the Software, the Licensee consents to this processing and storage of the Licensee’s Customer Data.

StoneAge will provide the Licensee access to and use of the Software and services on the Cloud Platform. StoneAge will not assume any obligations nor responsibility to effect any data connection to such Cloud Platform. Such data connection and the use of and access to applicable Software or service requires an internet connection and suitable software and hardware as described in the applicable Software or service product descriptions. 18.5 THIRD PARTY DATA. The Licensee represents and warrants that the Licensee has the rights to the Customer Data provided or made available by the Licensee to StoneAge, for StoneAge to perform its obligations under this Agreement, and that such access to and use of the Customer Data and Resultant Data provided under the EULA will not infringe or violate any agreement, confidentiality obligations, copyrights, or other intellectual property rights of the original vendor or any other third party. To the fullest extent permitted by law, the Licensee agrees to indemnify, defend, and hold harmless StoneAge from any Claims arising out of StoneAge’s use of Customer Data including the Licensee’s data, the Licensee’s customers’ data, or any other third party data provided by the Licensee to StoneAge Regardless of Cause. If it is judicially determined that the foregoing indemnification is to any degree void or unenforceable, the Licensee’s obligation to defend, indemnify, and hold StoneAge harmless shall apply: (i) except to the extent of the sole negligence of StoneAge or (ii) to the maximum degree permitted by applicable law, whichever of (i) or (ii) provides the most protection to Stone Age under applicable law.

18.6 CONSENT TO USE OF DATA. The Licensee agrees that StoneAge may collect and use Customer Data, Resultant Data, and related information—including but not limited to technical information about the Licensee’s product, system, and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services. StoneAge may use this information to improve its products, services, or technologies.

18.7 LICENSEE’S OBLIGATIONS. The Licensee is responsible for Customer Data including the data of the Licensee’s: (i) Authorized Users, (ii) customers, (iii) employees, and (iv) other third parties and the Licensee’s use of the Software. The Licensee will obtain and maintain all required consents necessary to permit processing of Customer Data including the data of the Licensee’s: (i) Authorized Users, (ii) customers, (iii) employees, and (iv) other third parties within the Software. The Licensee agrees not to use, or permit use of the Software, in a manner that violates this EULA or the StoneAge Online Privacy Policy, as referenced below. The Licensee will defend, indemnify, and hold harmless StoneAge and its Affiliates against any Claims arising from (a) Customer Data or (b) the Licensee’s use of the Software in violation of the EULA or any applicable law, Regardless of Cause. If it is judicially determined that the foregoing indemnification is to any degree void or unenforceable, the Licensee’s obligation to defend, indemnify, and hold StoneAge harmless shall apply: (i) except to the extent of the sole negligence of StoneAge or (ii) to the maximum degree permitted by applicable law, whichever of (i) or (ii) provides the most protection to Stone Age under applicable law.

18.8 DATA STORAGE. StoneAge and its suppliers are not responsible, or liable for, the deletion of or failure to store any of Customer Data and other communication maintained or transmitted through use of the Software. The Licensee is responsible for the Licensee’s own disaster recovery plan, including but not limited to, securing access to and backing up the Licensee’s Customer Data.

18.9 UNACCEPTABLE USE. . In the Licensee’s use of the Web-Based Software, the Licensee may not: (a) upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, libelous, invasive of another's privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable; (b) impersonate any person or entity or falsely state or otherwise misrepresent their affiliation with a person or entity or create a false persona; (c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Web-Based Software; (d) upload or otherwise transmit any content that violates applicable law, including infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party; (e) upload or otherwise transmit any material that contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user's usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment; (f) interfere with or disrupt the Web-Based Software or networks connected to Web-Based Software, or disobey any requirements, procedures, policies or regulations of networks connected to the Web-Based Software.

18.10 COMPLIANCE. The Licensee acknowledges that StoneAge or a third party on StoneAge’s behalf may monitor the Licensee’s access to and use of the Software to the extent required to ensure compliance with these terms.

18.11 CHANGES TO SOFTWARE. StoneAge or its suppliers may make changes to the Software from time to time. If the Licensee has paid for the Software, StoneAge will provide the Licensee with one month prior notice before removing any material feature or functionality, unless security, legal, or system performance considerations require an expedited removal.

18.12 DATA PROTECTION. Commercially reasonable physical, logical, and technical measures are used to protect the Licensee’s Customer Data. For more information about such measures, please refer to www.stoneagetools.com/privacy.

18.13 DATA PRIVACY. StoneAge treats the Licensee’s Customer Data in accordance with our privacy terms located at www.stoneagetools.com/privacy-sentinel.

18.14 SUSPENSION OR TERMINATION. To the extent the Licensee is using Software legitimately acquired from an authorized StoneAge source at no cost to the Licensee, or within an applicable grace period, StoneAge may suspend or terminate the Software at any time for any or no reason, with notice, including, but not limited to, if StoneAge reasonably believes: (i) the Licensee has violated the EULA or StoneAge’s Online Privacy Policy; (ii) the Licensee’s user account should be removed due to prolonged inactivity; (iii) StoneAge’s provision of the Software is no longer commercially viable. StoneAge will make reasonable efforts to notify the Licensee by the email address associated with the user account.

18.15 TERMINATION OF USE. StoneAge may immediately disable, suspend, or terminate the Licensee’s access to or use of the Software if the Licensee violates Section 10.2 and/or Section 10.3 of the EULA. If the Licensee violates Section 10.2 and/or Section 10.3, StoneAge may delete or render inaccessible any of the Licensee’s Data that remains in the Software, and StoneAge will have no liability for delete of the Licensee’s Data.

Miscellaneous

19.1 This EULA, and any amendment or addendum to this EULA that accompanies the Software, is the complete and exclusive agreement between StoneAge and the Licensee, and supersedes all prior agreements, whether written or oral, relating to the Software provided and the Documentation. No additional or different terms in any purchase order or other similar document furnished by the Licensee will be binding on StoneAge and all such terms are deemed rejected. This EULA may not be changed or modified except by an instrument in writing signed by a duly authorized representative of StoneAge. If for any reason a court of competent jurisdiction finds any provision of this EULA or portion thereof, to be unenforceable, that provision of the EULA shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this EULA shall continue in full force and effect.

19.2 The parties acknowledge that they have required the EULA to be drafted in English. In the event of a conflict between the English and other language versions, the English version will prevail.

19.3 Any waiver of any provision of this EULA will be effective only if its is in writing and signed by StoneAge and the Licensee.

19.4 StoneAge may revise this End User License Agreement on notice to the Licensee. The revised End User License Agreement will be effective when posted.