MICRO FOCUS END USER LICENSE AGREEMENT

Host Access Analyzer 1.0

IMPORTANT -- READ CAREFULLY:

This End User License Agreement (“Agreement”) is a legal agreement between you (an entity or a person) and Attachmate Corporation, a Micro Focus Company (“Licensor”) with respect to the software, together with its included documentation, that you are receiving, accessing or installing, and that constitutes a whole or partial copy of a product named above (the "Software"). Unless you have entered into a separate license agreement with Licensor, you accept and agree to be bound by this Agreement by (i) selecting the "accept" or "yes" option when an on-line process prompts you to accept this Agreement, or (ii) by installing, copying, downloading, accessing or otherwise using the Software. If you do not agree to the terms of this Agreement, Licensor is unwilling to license the Software to you. In such event: (i) you may not install, access or copy the Software, and you should promptly destroy any whole or partial copies of the Software in your possession; and (ii) you may receive a full refund by contacting your Software vendor within 30 days from your date of purchase to obtain instructions for return.

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. Unless you have acquired the Software from Licensor or Licensor’s agent on an evaluation basis, any license granted by this Agreement relies on your license certificate(s) from Licensor, or your single-copy purchase documentation, identifying the software product and version, license type, unit count, and licensed person or entity. No rights are conveyed to you by your mere possession of a copy of this Agreement, the Software, or any access codes or keys enabling the Software. Any third-party software that is provided with the Software and that is associated with a separate license agreement is licensed to you under the terms of that license agreement (“Third Party Terms”), as referenced from the “General Information” section at the foot of this Agreement.

SOFTWARE LICENSE

1. LICENSE GRANT. Subject to (i) acceptance of and compliance with this Agreement and (ii) timely payment of all required payments, Licensor and its suppliers grant you a non-exclusive, non-transferable license to use the Software for internal business purposes in accordance with the applicable product use rights (“Product Use Rights”) as set forth in the Product Use Rights Appendix which is attached to this Agreement and incorporated by this reference. This license is subject to the following terms as applicable:

   A. COMPLIMENTARY AND TIME-LIMITED EVALUATION SOFTWARE. If the Software is provided to you as a "Complimentary" or "Comp" copy, then you may use a single copy of the Software for demonstration, test, or evaluation purposes only. If the Software is provided to you as an "Evaluation" copy, then you may install and use a reasonable number of copies of the Software for the Evaluation Period only, solely for evaluation and test purposes and not for production use. The "Evaluation Period" extends from your first installation of the Software to the earlier of (i) the date when the Evaluation version automatically ceases to function, or (ii) one hundred twenty (120) days after your first installation. At the end of the Evaluation Period, your license to the Evaluation Software is automatically terminated, and you must destroy all copies and partial copies of the Evaluation Software. Any data migrated or extracted from production data sources, or any software created, through your use of Complimentary or Evaluation software, may be used only for the limited purposes set forth in this sub- paragraph A, and must be destroyed upon termination of your Complimentary or Evaluation license.

   B. MAINTENANCE-ENTITLEMENT UPGRADE. If you received the Software as an entitlement under a Licensor support or maintenance program with regard to software previously licensed to you (“Prior Software”), then this paragraph applies to you. You may use the Software to replace your licensed unit count of the Prior Software on a one-for-one basis, such that the total number of Software and Prior Software units does not exceed the authorized licensed unit count for the Prior Software. Upon your first such replacement of Prior Software, this Agreement shall govern any surviving units of Prior Software for as long as such units survive, except that the product use rights terms of the original Prior Software license shall override the corresponding Product Use Rights terms of this Agreement. If you are not yet ready to deploy the Software, you may retain a copy of it for future use in accordance with the terms of this Agreement.

   C. OTHER UPGRADES OR REPLACEMENTS. If your license certificate characterizes the Software as an upgrade or migration from or competitive trade-in of other software previously licensed to you ("Subject Software"), then this paragraph applies to you. You must comply with any special instructions accompanying your license transaction for the Software, and you must destroy the Subject Software when you deploy the Software unless such accompanying instructions direct otherwise.

   D. VERSION RIGHTS AND AUTHORIZED ALTERNATIVES. This Agreement is specific to the Software (by product and version) that it accompanies, and you may not re-allocate your Software licensed unit count to another product or version except under express written permission from Licensor. Unless such permissions are granted in the Product Use Rights Appendix, they must be obtained via a separate written "Authorized Alternatives" agreement, which Licensor may elect to publish at www.attachmate.com/info/alternatives or may otherwise make available to you.

   E. LIMITED USE RESTRICTIONS. If you acquired the Software subject to limited-use restrictions (e.g., limited use of certain functionality or options) established in separate documentation between you and Licensor, or if you acquired the Software as a modification to or replacement of prior software which is so restricted, then (i) notwithstanding any terms to the contrary in the Product Use Rights Appendix, you may only install, access or use the Software in such limited manner and (ii) in interpreting the Product Use Rights Appendix, you must apply the restrictions in the broadest possible manner.

2. OTHER RIGHTS AND LIMITATIONS. Except as otherwise expressly provided in this Agreement or the applicable Product Use Rights, the following rights and limitations apply:

   A. RESERVATION OF RIGHTS. Licensor reserves all rights not expressly granted under this Agreement.

   B. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, DISASSEMBLY, AND CIRCUMVENTION. The Software and its structure, sequence and organization are valuable trade secrets belonging to Licensor and its suppliers, and you agree to hold such trade secrets in confidence. You may not reverse engineer, decrypt, decompile, or disassemble the Software, or otherwise attempt to derive a source code form of the Software, whether in whole or in part, or circumvent any of the protections of the Software, except and only to the extent that such activity is required to be permitted by applicable law, and in such case only after first providing Licensor reasonable written notice and the opportunity to assist with and/or conduct such activity on your behalf. Any source code that you do legitimately discover may be used solely for the purpose of enabling your exercise of the rights granted to you under this Agreement.

   C. COPIES. You may not copy the Software, or any portion thereof, except as allowed by the applicable Product Use Rights and except to make one copy for institutional backup or archival purposes. Any such backup or archival copy must not be installed except as part of a recovery event. You must include all copyright notices and other proprietary rights legends on each copy of the Software.

   D. SEPARATION OF COMPONENTS. Regardless of whether the Software is delivered to you as one integrated package, or as a collection of modules and components, it is licensed as a single product, whose component parts (i) may not, under a single licensed unit, be separated for installation or use on more than one computer, except in accordance with the applicable Product Use Rights and the Software documentation and (ii) may not be operated in a manner that exposes the component functionalities for general-purpose use beyond the scope of the Software as represented in the Software documentation.

   E. RENTAL AND HOSTING. You may not rent, lease, sell, sublicense or lend the Software. You may not use the Software to provide commercial hosting services.

   F. TRANSFER. You may not transfer the Software or assign your rights or obligations under this Agreement (including an assignment or any other transfer by operation of law) to any person or entity without the prior written consent of Licensor.

   G. PERFORMANCE DISCLOSURE. You shall not disclose the results of any performance, functionality or other evaluation or benchmarking of the Software to any third party without Licensor's prior written consent.

   H. LANGUAGE VERSIONS. If the Software as provided to you includes more than one language version of the same software product, you may use any of the language versions, and each deployment of any language version will consume a licensed unit.

   I. NOTE ON JAVA SUPPORT. If the Software product you acquired contains programs written in Java, you acknowledge that the Software is not designed or licensed for use in on-line control equipment in hazardous environments, such as operation of nuclear facilities, aircraft navigation or control, or direct life-support machines. You warrant that you will not use the Software for such purposes.

   J. UPDATES, UPGRADES AND MAINTENANCE

   • (i) An “Update” is supplemental code (sometimes referred to as a patch, fix, modification, enhancement, or service pack) that addresses one or more specific issues in the Software; it is considered part of the Software and is subject to the terms and conditions of this Agreement unless accompanied by its own terms. You may use an Update only if Licensor has authorized you to do so and only for your licensed copies of the Software for which the authorization was given.
   • (ii) An "Upgrade" is a successor release to the Software, generally represented by a change in the product version number (e.g., from x.x to x.y or to y.y) and intended to replace the Software. In order to obtain license to an Upgrade, you must purchase such Upgrade for all licensed copies of the product or be entitled to the Upgrade by having a current maintenance plan with Licensor for all licensed copies of the product. An Upgrade is governed by the software license agreement that accompanies it.
   • (iii) Except as provided under either the Limited Warranty remedies set forth below or a Licensor product offering that you separately purchase, Licensor is under no obligation to provide Upgrades, Updates, or maintenance or support services to you. Should Licensor offer maintenance plan subscriptions and/or Upgrade licenses for the Software, Licensor is entitled to require that maintenance plan and Upgrade purchases must include all licensed units of a product. Maintenance plan subscriptions, if offered, shall be payable in advance for the period of coverage and shall be non-refundable.
3. TERMINATION. If you breach any term of this Agreement, Licensor may terminate this Agreement without waiving any other Licensor rights or remedies. If Licensor terminates this Agreement, you must destroy all copies of the Software and, on request of Licensor, certify destruction. If you breach the terms of this Agreement such that Licensor may have no adequate remedy in money or damages, Licensor may immediately seek an injunction against such breach without waiving any other Licensor rights or remedies.
4. VERIFICATION. Licensor has the right to verify your compliance with this Agreement. You agree to:

   A. Implement internal safeguards to prevent any unauthorized copying, distribution, installation, use of, or access to, the Software;

   B. Keep records sufficient to certify your compliance with this Agreement (including any Product Use Rights Appendix, if any), and, upon request of Licensor, provide and certify metrics and/or reports based upon such records and account for both numbers of copies (by product and version) and network architectures as they may reasonably relate to your licensing and deployment of the Software; and

   C. Allow a Licensor representative or an independent auditor ("Auditor") to inspect and audit your or your contractor’s, computers and records, during your normal business hours, for compliance with the licensing terms for Licensor’s software products. Upon Licensor’s and Auditor’s presentation of their signed written confidentiality statement form to safeguard your confidential information, you shall fully cooperate with such audit and provide any necessary assistance and access to records and computers. If an audit reveals that you have or at any time have had unlicensed installation, use of, or access to the Software, you will within 30 days, purchase sufficient licenses and associated maintenance to cover the volume and time period of any shortfall without benefit of any otherwise applicable discount. If a material license shortfall of 5% or more is found, you must reimburse Licensor for the costs incurred in the audit.

5. EXPORT. You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that this Software may only be exported or re-exported in accordance with U.S. Government Export Administration Regulations. Without authorization from the U.S. Government, you may not export or re-export the Software (i) to any prohibited country, person, entity, or end-user as specified by U.S. export controls or (ii) for use in the design, development or production of nuclear, chemical, or biological weapons, or missile technology, or any other prohibited use. You warrant and represent that neither the Bureau of Industry and Security of the U.S. Commerce Department nor any other U.S. Government entity or agency has suspended, revoked or denied, in whole or in part, your export privileges. For current information on U.S. export requirements and restrictions visit www.bis.doc.gov/.
6. LICENSE RIGHTS APPLICABLE TO THE U.S. GOVERNMENT. Licensor is providing commercial off-the-shelf Software developed at private expense and made available to the commercial market pursuant to Licensor’s commercial license terms and conditions. By accepting delivery of, installing, or using the Software, the U.S. Government or its prime contractor or subcontractor (at any tier) hereby agrees that notwithstanding anything to the contrary, and to the maximum extent possible under federal law, Government’s rights in the Software acquired in accordance with FAR Part 12 or DFAR 227.7202-4, including rights to use, modify, reproduce, release, perform, display or disclose the Software, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement and no other license terms shall be incorporated into this Agreement except by authorized mutual written consent.
7. ENTIRE AGREEMENT. This Agreement in combination with the Software’s associated license certificate(s) constitutes the entire agreement between you and Licensor with respect to the Software, and replaces all other agreements or representations, whether written or oral. The terms of this Agreement cannot be modified by any terms in any printed forms used by you in performing the Agreement, and can only be modified by express written consent of both parties, except that the following actions by you shall have the effect of modifying the Agreement: (i) you may accept a Licensor offer document (such as a quotation) containing offer-specific licensing terms; and/or (ii) you may accept new license terms containing specific language which supersedes this Agreement upon your deployment of an Upgrade or other such specified action. Failure by Licensor to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. If any part of this Agreement is held to be unenforceable as written, it will be enforced to the maximum extent allowed by applicable law, and will not affect the enforceability of any other part. The original of this Agreement is in English. If it is translated into another language, the English language version shall prevail.
8. LIMITED WARRANTY. Your jurisdiction may not allow limitations on warranties or limitations on or exclusion of damages, in which case the relevant limitations set forth below may not apply to you.

   LIMITED WARRANTY. For a period of ninety (90) days from the date Licensor first delivers the Software to you, Licensor warrants that (a) the unmodified Software will perform substantially in accordance with its included documentation when used as directed and (b) Licensor media and electronic delivery packages will be free of physical and electronic defects. Any implied warranties are limited to the 90-day period. This Limited Warranty is void if failure of the Software has resulted from modification, accident, abuse, or misapplication. This Limited Warranty does not apply to any Complimentary or Evaluation versions of the Software, which are provided “AS IS” with no warranty whatsoever.

   YOUR EXCLUSIVE REMEDY. The entire liability of Licensor and its suppliers and your exclusive remedy arising from a breach of the limited warranty is, at Licensor’s option, either repair or replacement of the nonconforming Software, or return of the price you paid for the nonconforming Software. To be entitled to this remedy you must return all nonconforming Software to Licensor, along with your proof of purchase, within the warranty period. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Licensor are available without proof of your purchase from an authorized international source.

   NO OTHER WARRANTIES. TO THE FULL EXTENT PERMITTED BY LAW, LICENSOR AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE AND THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL SUPPORT.

   LIMITATION OF LIABILITY. LICENSOR AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR CONFIDENTIAL INFORMATION, LOSS OF PRIVACY, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL SUPPORT, EVEN IF LICENSOR OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF LICENSOR AND ITS SUPPLIERS UNDER THIS AGREEMENT AND LIMITED WARRANTY SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR TECHNICAL SUPPORT THAT CAUSES THE DAMAGE.

PRODUCT USE RIGHTS APPENDIX

PRODUCT: Host Access Analyzer 1.0 (“HAA”)

“Device” means an addressable entity, physical or virtual, including but not limited to server, PC, laptops, handheld device on which License Software components reside for interrogation and asset tracking.

“HAA User” means a specific individual designated by Licensee to be able to access and use the Licensed Software from any addressable entity, physical or virtual, including but not limited to server, PC, laptops, handheld device.

“Host” means a mainframe, UNIX server, AS/400, UNISYS, or TANDEM machine.

“Implementation” means an installation of the software on a single Server or installed on a cluster of Servers which work together as a single installation of the software.

“Instance” means each Implementation of the application installed on a Server.

“Named User” means a specific individual designated by Licensee who has access to a Device.

“Server” means any designated computer system on which an Instance or Instances of the Licensed Software is installed.

“Term License to Use or Term LTU” means a software license to use (LTU) which indicates in its license description that the license is valid for a specific period of time such as One Month (1M), One Year (1Y) etc. Term LTU’s are not perpetual licenses. Once the specified period of time expires, Licensee must uninstall all copies of the License Software and its components from its production and non-production systems.

• CONTEXT AND DEFINITIONS: The Software includes management, metering, security, and administrative tools for managing the deployment and operation of certain separately-licensed host-access functionality as used by end users operating Micro Focus products or competitive products (typically emulation products). You may install and use the Software only in support of such operation of such products that you have separately licensed from Micro Focus or others.

LICENSE TYPES:

• NAMED USER LICENSE ONE YEAR LTU: A named user license must be purchased for each HAA User. Licensee must monitor and control access by HAA Users to ensure that all access to the Licensed Software is restricted to persons designated as HAA Users. Licensee may only change a HAA User designation in association with changes in staffing and/or business operations that are intended to be permanent, and all Licensed Software access available to a specific individual previously designated as a HAA User will be effectively terminated.
• CLIENT ACCESS LICENSE ONE YEAR LTU: a Client Access License is required for each Device that (1) reports to the HAA Server for each (2) Named User that has access to such Device. An additional Client Access License is necessary for each Device that a Name User has the ability to access.