Software License & Services Agreement

THIS SOFTWARE LICENSE AND SERVICES AGREEMENT ("Agreement") is by and between Enso International, Inc., ("Enso"), and the organization on whose behalf you are agreeing to this Agreement, as set forth on the Order or the SOW ("Customer"). This Agreement governs Customer's purchase, license and use of the Software and SaaS Services (collectively, the "Product") and other Services.

No terms, provisions or conditions of any purchase order, acknowledgement or other business form that Customer may use in connection with this Agreement will have any effect on the rights, duties or obligations of the parties under this Agreement, or otherwise modify this Agreement, regardless of any failure of Enso to object to such terms, provisions, or conditions. Any purchase order or similar document from Customer will be for billing reference only.

Unless otherwise specified, all capitalized terms used in this Agreement have the meanings set forth on Exhibit A.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. SOFTWARE LICENSE GRANT AND PROVISION OF SAAS SERVICES

1.1 License Grant. Subject to the terms and conditions of this Agreement, Enso grants Customer a non-exclusive, limited, revocable, non-transferable and non-sublicenseable license to use the Software only: (a) during the applicable Subscription Term, (b) internally for Customer's own internal business purposes, and not for resale or license to third parties, (c) by the authorized number of Users, (d) subject to any additional applicable Usage Allowances, and (e) in accordance with any additional Software rights and limitations specified in the Order.

1.2 SaaS Services. Subject to the terms and conditions of this Agreement, Enso will make available to Customer the SaaS Services for use only in conjunction with the Software on a non-exclusive, limited, revocable, non-transferable and non-sublicenseable basis only: (a) during the applicable Subscription Term, (b) internally for Customer's own internal purposes, and not for resale or license to third parties, (c) by the authorized number of Users, (d) subject to any additional applicable Usage Allowances, and (e) in accordance with the additional SaaS Services rights and limitations specified in the Order.

1.3 Product Trial . If Customer commences a Product Trial, then Enso will make the applicable Product available to Customer on a trial basis until the earlier of (a) the end of the Trial Period , (b) the start date of any Subscription Term for Product subscriptions ordered by Customer, or (c) termination of the Product Trial by Enso in its sole discretion. Additional Product Trial terms and conditions may be included in the Trial Order. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DURING THE TRIAL THE PRODUCT IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY.

1.4 Restrictions. Customer will not directly or indirectly, nor authorize any of its Representatives or any third party to, do any of the following: (a) use or access any Product for which Customer has not paid the applicable fees, regardless of whether such Product is accessible by Customer; (b) copy, modify or create derivative works of the Product; (c) publish, sublicense, sell, resell, rent, lease, market or distribute the Product, including using on a service bureau, outsourcing or time sharing basis; (d) reverse engineer, decompile, disassemble or otherwise attempt to gain access to the source code form of the Product; (e) use the Product or associated Documentation in violation of any applicable law, including export laws; (f) remove any proprietary notices from the Product, Documentation or any other Enso materials furnished or made available hereunder; (g) use or access the Product in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Product; (h) make the Product available to anyone other than Users; (i) interfere with or disrupt the integrity or performance of the SaaS Services or any data contained therein; (j) attempt to gain unauthorized access to the Enso Platform or its related data, systems or networks; (k) use the Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights; (l) publish or disclose to third parties any evaluation of the Product without Enso's prior written consent; (m) publish or disclose to third parties any data or information on Customer's results from using the Product, without Enso's prior written consent; or (n) perform vulnerability, load or any other test of the Enso Platform without Enso's prior written consent. Customer is responsible for compliance by each User with the terms of this Agreement.

1.5 No Other Rights. Except as expressly set forth in this Agreement, no additional rights are granted to Customer. Enso hereby reserves all rights not expressly granted to Customer under this Agreement. Enso and its Affiliates retain ownership of all right, title and interest, including all related Intellectual Property Rights, in and to the Product and Services.

2. AFFILIATES; ACCOUNTS; ACCESS AND DELIVERY