Rocket Software

Master Terms and Conditions

Rocket Software, Inc. or its subsidiary designated on an Order Form ("Rocket")
provides software Products and related Services according to these Software
License and Services Terms ("Terms"). By executing an Order Form dated on or
after the date of these Terms, Customer agrees, for itself and its majority
owned subsidiaries, these Terms apply to the first Order Form Customer executes
(together, the "Agreement") each Order Form thereafter, Customer's rights and
obligations, and previously purchased Products and Services. Each Order Form is
a separate contract incorporating these Terms and are the entire terms governing
Customer's purchase of Products and/or Services. The parties agree that they may
do business electronically, including contract formation, order placement and
acceptance. An order Customer places and Rocket accepts on any Rocket website
will create fully enforceable obligations subject to these Terms.

A. GENERAL TERMS

1. INTELLECTUAL PROPERTY OWNERSHIP

Rocket, its affiliates or licensors own and retain all right, title and interest
in all Intellectual Property in Products, Services, Deliverables, Documentation,
(except as otherwise specified herein), developments, research data, designs,
layout, methodologies, processes and procedures, models, formulae, documents,
drawings, plans, specifications and other Rocket information, proprietary
materials and all derivative works. To the extent that any right, title or
interest in or to any Rocket's Intellectual Property may not automatically vest
in Rocket by operation of law, Customer irrevocably transfers, assigns and
conveys all right, title, and interest therein to Rocket. At Rocket's request
and expense Customer will promptly take any action and execute any documents
necessary to vest full title in Rocket or its licensor.

2. CONFIDENTIALITY

(a) Confidential Information. Whether or not disclosed orally or marked as
confidential, Confidential Information includes the Agreement; Order Forms,
Products, Deliverables, and Services; either party's non-public data or
personally identifiable information regarding employees or customer(s) residing
on the party's computer systems; Intellectual Property, and Rocket's proposals,
specifications, manuals, product roadmaps, financial data, pricing, and results
of benchmark tests. Confidential Information does not include information that
is (i) publicly available without breach of the Agreement; (ii) reasonably shown
to Disclosing Party's satisfaction to have been known by Receiving Party prior
to disclosure or independently developed by Receiving Party subsequent to
disclosure without breach of these Terms; or (iii) obtained by Receiving Party
from a third party without confidentiality obligation. Products are not deemed
to be placed in the public domain by Rocket. Receiving Party will promptly
notify Disclosing Party if it is compelled by a court or legal process to
disclose Confidential Information and will take any reasonable action requested
by Disclosing Party to maintain the confidentiality of the Confidential
Information.

(b) Non-disclosure. Customer will use best efforts to prevent disclosure to
Rocket of any personally identifiable information (PII) regarding Customer's
employees or customer(s). Customer is solely responsible for complying with any
requirements regarding PII disclosed to Rocket, other than Rocket's
confidentiality obligations hereunder. Receiving Party will use Disclosing
Party's Confidential Information solely to perform its obligations under the
Agreement. Receiving Party will take commercially reasonable steps to safeguard
Disclosing Party's Confidential Information, including no less than the steps
taken to protect its own Confidential Information. Receiving Party must not
disclose Disclosing Party's Confidential Information except to its employees
bound by written confidentiality obligations, or Affiliates under a duty of
confidentiality, no less restrictive than these Terms. Receiving Party must
promptly notify Disclosing Party in writing of unauthorized use or disclosure of
Confidential Information. Receiving Party, at its expense, must take all
reasonable action to recover Confidential Information and prevent further
unauthorized use or disclosure, including action for seizure and injunctive
relief. If Receiving Party fails to do so in a timely manner, Disclosing Party
may take reasonable action to do so at Receiving Party's expense, and Receiving
Party must reasonably cooperate.

3. INTELLECTUAL PROPERTY INDEMNIFICATION

(a) By Rocket.

(i) Rocket will defend, at its expense, a third party legal action, suit or
proceeding against Customer ("Claim") to the extent that a Product, or a
Deliverable that is a Product proprietary derivative work, as delivered by
Rocket to Customer ("Indemnified Product") directly infringes a valid U.S.
patent or copyright. Rocket will indemnify Customer for any judgment finally
awarded against Customer or settlement agreed by Rocket for such Claim to the
extent of the Indemnified Product's infringement, provided (1) Customer notifies
Rocket promptly in writing of the Claim, (2) Rocket has sole control over the
defense or settlement, and (3) Customer fully cooperates with Rocket, providing
all documents and information in Customer's possession relevant to the Claim,
and Customer makes personnel available to testify or consult with Rocket.

(ii) If an Indemnified Product becomes, or in Rocket's opinion is likely to
become subject to a Claim, Rocket may, at its option and expense, (1) acquire
the right for Customer to continue using the Indemnified Product, (2) replace or
modify the Indemnified Product or create a workaround so that the Indemnified
Product is functionally equivalent and non-infringing, or (3) terminate the
License for the Indemnified Product and give Customer a credit for the Product
Fee paid by Customer for the infringing part of the Indemnified Product, less a
reasonable allowance for the time Customer used the Indemnified Product.

(iii) Rocket is not obligated or liable for a Claim due to: (1) use of an
Indemnified Product not according to the Agreement and Documentation, (2)
modification of an Indemnified Product made by anyone other than Rocket, or
modification made by Rocket for non-standard features or functionality for
Customer or according to Customer's directions, (3) any products, equipment,
software, or data not supplied by Rocket, (4) use of an Indemnified Product
combined with any other products, equipment, software, or data not supplied by
Rocket if infringement would not occur without  the combination, (5) a release
of Indemnified Product other than the most current release available or
Customer's failure to install a revision, update or release that would have
eliminated the infringement, (6) Customer's designs, instructions, plans or
specifications, or (7) use of an Indemnified Product combined with a Customer or
third party use, process or method if infringement would not occur without the
combination.

(b) By Customer.

(i) Customer will defend, at its expense, a third party claim against Rocket (1)
that any product, information, data or material provided by Customer infringes
another party's intellectual property rights, other than a Claim for which
Rocket is responsible according to Section A3(a) above, or (2) arising from
Customer's or its Affiliates' failure to comply with the License or
Confidentiality terms of the Agreement.

(ii) Customer will indemnify Rocket for any damages, or amounts agreed as
settlement, for the claim, provided (1) Rocket notifies Customer promptly in
writing of the claim, (2) Customer has sole control over the defense or
settlement, and (3) Rocket cooperates with Customer, providing all documents and
information in Rocket's possession relevant to the claim, and Rocket makes
personnel available to testify or consult with Customer as reasonably needed.

(c) Assumption of Defense. If a party fails to defend or settle a claim
according to this Section A3 in a timely manner, the other party may assume
defense of the claim at the indemnifying party's expense, and the indemnifying
party will reasonably cooperate. Neither party may make an admission of fault on
behalf of the other party, or agree to the settlement of a claim binding the
other party that does not contain a full release of liability for the other
party, without written consent. (d) Limitation. THIS SECTION A3 DESCRIBES EACH
PARTY'S SOLE LIABILITY AND THE OTHER PARTY'S SOLE REMEDY FOR INTELLECTUAL
PROPERTY INFRINGEMENT INDEMNIFICATION.

(d) Professional Services Indemnity.  Each party will defend, at their expense,
any action brought against the other party for bodily injury, death, or tangible
property damage to the extent caused by the gross negligence or willful
misconduct of the defending party relating to a Professional Services
engagement. The defending party will indemnify the other party for and pay
damages finally awarded in such action, or agreed as a settlement by the
indemnifying party, if (a) the other party promptly notifies the indemnifying
party in writing of the claim, (b) the indemnifying party has sole control over
the defense or settlement, and (c) the other party cooperates in the
indemnifying party's defense or settlement. If a party with an indemnification
obligation fails to defend or settle a claim in a timely manner, the other party
may assume the defense at the obligated party's expense, and the obligated party
will reasonably cooperate. Neither party may, without the other party's written
consent, agree to a settlement that: (a) binds the other party, (b) does not
contain a full release of the other party, or (c) admits fault on behalf of the
other party. THIS SECTION A3(d) DESCRIBES EACH PARTY'S SOLE LIABILITY AND THE
OTHER PARTY'S SOLE REMEDY FOR PROFESSIONAL SERVICES INDEMNIFICATION.

4. LIMITATION OF LIABILITY

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

(b) EXCEPT FOR A CLAIM FOR INFRINGEMENT UNDER SECTION A3, DEATH OR BODILY INJURY
CLAIMS, TANGIBLE PROPERTY DAMAGE, WILLFUL MISCONDUCT, OR FRAUD, ROCKET, ITS
AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE
AMOUNT CUSTOMER PAID IN THE PRECEDING 12 MONTHS FOR THE PRODUCT OR SERVICE THAT
GAVE RISE TO THE CLAIM.

(c) THE LIMITATIONS IN THIS SECTION A4 WILL APPLY TO ANY DAMAGES, HOWEVER
CAUSED, UNDER ANY THEORY OF LIABLITY, WHETHER FOR BREACH OF CONTRACT, TORT,
MISREPRESENTATION, NEGLIGENCE, THE USE OR PERFORMANCE OF A PRODUCT OR SERVICE,
OR OTHERWISE, AND REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR
UNFORSEEABLE. ROCKET WILL NOT BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN 12
MONTHS AFTER CUSTOMER BECAME AWARE OF THE ISSUE GIVING RISE TO THE CLAIM.
ROCKET'S FAILURE TO EXERCISE A RIGHT OR REMEDY IS NOT A WAIVER.

5. DISPUTE RESOLUTION

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

6. INJUNCTIVE RELIEF

Customer's failure to comply with the License or Confidentiality terms of the
Agreement would result in irreparable harm to Rocket that may be intangible but
real and is incapable of complete remedy by award of damages. Customer agrees
(a) Rocket has the right to an injunction or other court order and may proceed
directly to court to specifically enforce Customer's obligations, (b) no finding
of irreparable harm or other condition to injunctive relief is required, (c) an
order may be entered to compel Customer to act or refrain from acting or
threatened action, and (d) if an injunction is granted, Customer will pay
Rocket's reasonable expenses and attorney fees, in addition to any other relief
granted. Rocket shall have the right to pursue all remedies at law and in equity
for such a breach.

7. MISCELLANEOUS

(a) Agreement. The Agreement supersedes all other oral or written terms,
proposals or representations in effect between the parties regarding Rocket
Products and Services. Any terms in a subsequent or contemporaneous Order Form
that are inconsistent with these Terms will control for that Order Form only,
and the General Terms may only be modified by a written amendment signed by both
parties. Inconsistent terms of Customer's purchase order are excluded regardless
of Rocket accepting the purchase order for payment purposes. If any Agreement
term is illegal, invalid, or unenforceable, the other terms remain in full force
and effect and any term that is intended to survive the Agreement termination
will survive.

(b) Assignment. Customer may not assign the Agreement, an Order Form, or any of
its obligations, rights or remedies, in whole or in part, without Rocket's prior
written approval in its sole discretion.

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

(d) Governing Law, Jurisdiction and Region-Specific Terms Massachusetts laws
govern the Agreement, the parties' performance, rights and obligations,
excluding conflict of law principles that would apply the law of any other
jurisdiction. Each party waives the right to jury trial for a claim in law or
equity. The United Nations Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transaction Act, as adopted, do not
apply. US, North and South America, and Rest of World. For customers located in
the United States, North and South America, and any other jurisdiction not
covered by the region-specific terms below (Rest of World), the following terms
apply: Governing Law; This Agreement is governed by the laws of the Commonwealth
of Massachusetts and the United States, without regard to choice or conflict of
law rules thereof.  U.S. Government Use. The Rocket Services are based upon
commercial computer software. If the user or licensee of an Rocket Service is an
agency, department or other entity of the United States Government, the use,
duplication, reproduction, release, modification, disclosure or transfer of the
Rocket Service, or any related documentation of any kind, including technical
data and manuals, is restricted by a license agreement or by this Agreement in
accordance with Federal Acquisition Regulations 12.211 (Technical Data) and
12.212 (Computer Software) for civilian purposes and Defense Federal Acquisition
Regulation Supplement 227.7202-3 (Rights in Commercial Computer Software or
Computer Software Documentation). The Rocket Services were developed fully at
private expense. All other use is prohibited. If greater rights are needed, a
mutually acceptable written amendment specifically conveying these rights must
be included as part of this Agreement.  General. The Uniform Computer
Information Transactions Act (UCITA) do not apply to this Agreement regardless
of when or where adopted.

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

Germany, Austria, and Switzerland ("DACH"). For customers located in DACH, the
following terms apply: Governing Law; Jurisdiction and Venue. This Agreement is
governed by the laws of Germany and the parties submit to the exclusive
jurisdiction and venue of courts located in Germany.  Clarification on Liability
Cap under Section A.4(Limitation of Liability). THE PARTIES AGREE THAT THE
LIABILITY CAP AT SECTION A.4 APPLIES FOR SLIGHTLY NEGLIGENT INFRINGEMENT OF A
MATERIAL CONTRACTUAL OBLIGATION, WHOSE FULFILLMENT IS ESSENTIAL IN ACCOMPLISHING
THE CONTRACT AND ON WHOSE FULFILLMENT THE OTHER PARTY CAN REGULARLY DEPEND
("CARDINAL DUTY"/ "KARDINALPFLICHT"). THE PARTIES SPECIFICALLY AGREE THAT THE
TYPICAL FORESEEABLE DAMAGE AND BREACHES OF A CARDINAL DUTY WILL NOT EXCEED IN
AGGREGATE THE LIABILITY CAP SET OUT IN SECTION A.4.  Additional Exceptions on
Liability under Section A.4 NONE OF THE LIMITATIONS IN SECTION A.4 EXCLUDES
EITHER PARTY'S LIABILITY FOR DAMAGES DIRECTLY RESULTING FROM: (I) INTENT; (II)
GROSS NEGLIGENCE; (III) CULPABLE INJURY TO LIFE, BODY AND HEALTH; (IV) IN CASE
OF A BREACH OF GUARANTEE, WHICH MUST BE EXPLICITLY NAMED A "GUARANTEE"; OR (V)
MANDATORY LIABILITIES UNDER THE PRODUCT LIABILITY ACT.

Netherlands and Rest of Europe. For customers located in the Netherlands and
European countries not covered by other region-specific terms above, the
following terms apply: Governing Law; Jurisdiction and Venue. This Agreement is
governed by the laws of the Netherlands and the parties submit to the exclusive
jurisdiction and venue of court located in Rotterdam. Any court proceedings will
be conducted in English, to the extent available.  Additional Exceptions on
Liability under Section A.4(Limitation on Liability). NONE OF THE LIMITATIONS IN
SECTION A.4 EXCLUDES EITHER PARTY'S LIABILITY FOR EITHER PARTY'S LIABILITY FOR
INTENT OR GROSS NEGLIGENCE (OPZET OF BEWUSTE ROEKELOOSHEID) OF THAT PARTY OR ITS
MANAGERIAL STAFF.

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

(e) Compliance with Laws; Export. Customer will comply with U.S., foreign, and
international laws and regulations, including without limitation the U.S.
Foreign Corrupt Practices Act, U.K. Bribery Act, other anti-corruption laws,
U.S. Export Administration and Treasury Department's Office of Foreign Assets
Control regulations, and other anti-boycott and import regulations.  Customer
agrees: (i) that the export, re-export, transfer, re-transfer, sale, supply,
access to, or use of the Products, Deliverables or Services to or in a country
other than the country in which the Product , Deliverables or  Services were
first provided to Customer, or to, by, or for a different end user or end use
may require a U.S. or other government license or other authorization; and (ii)
not to, directly or indirectly, export, re-export, transfer, re-transfer, sell,
supply, or allow access to or use of the Products, Deliverables or Services to,
in, by, or for sanctioned, embargoed, or prohibited countries, persons, or end
uses under U.S. or other applicable law (collectively, "Prohibited Uses").
Customer is responsible for screening for Prohibited Uses and obtaining any
required licenses or other authorizations and shall indemnify Rocket for any
violation by Customer of any applicable export controls and/or economic
sanctions laws and regulations. Rocket may terminate the Agreement and Licenses
immediately if Rocket determines, in its sole discretion, that Customer has
breached, intends to breach, or insists upon breaching any of the provisions in
this clause.

(f) Language. The parties agree that the Agreement and all related documents are
in English.

(g) No Agency.  Each party is an independent contractor and may not commit the
other party without written authorization. The Agreement does not create an
employment, joint venture, partner, or agency relationship.

(h) Non-Solicitation. For the Agreement term and 1 year after the termination
date, without Rocket's written consent, Customer will not, directly or
indirectly, hire or solicit any Rocket employee, former employee, or contractor
(except as a result of a generally advertised recruiting solicitation), or
attempt to or interfere with Rocket's business.

(i) Notice. Notice or approval must be in writing signed by a party's authorized
representative, sent to the address on the Order Form or otherwise specified in
writing by a party. Notice must be sent by mail or overnight courier with return
receipt, and is effective 1 business day after being sent by overnight courier
or 3 business days after being sent by mail.

(j) Publicity. Rocket may use Customer's name in press releases, product
brochures, and other marketing materials to indicate they are Rocket's customer.
Rocket will use Customer's trademarks, service marks, logos or branding,
according to Customer's branding guidelines, which Customer will make available
to Rocket.

(k) Taxes. Product and Service Fees do not include taxes. Customer will pay all
sales, use, property, customs, excise, value added and other taxes ("Tax")
imposed upon the purchase, sale, license, or use of Products and/or Services,
regardless whether the Tax is included in the invoice Rocket sends to Customer,
except taxes on Rocket's net income. Fees payable by Customer will not be
reduced by any Tax and Customer will pay invoiced Fees and Tax, or Customer will
provide a tax exemption certificate or tax payment receipt prior to Rocket's
Delivery of Products or performance of Services, or proof of payment for Tax
within 30 days from invoice date.

(l) Payment. Unless specified otherwise by Rocket in writing, Customer's payment
is due within 30 days from date of invoice. Late payment is a material breach of
Customer's obligation, upon which Rocket may suspend Product Delivery and
Service performance. Customer will pay to Rocket all reasonable costs and
expenses for collection of overdue amounts, including legal fees. Rocket may
review Customer's financial condition, payment and credit history and notify
Customer of any additional payment or credit requirements. Customer must notify
Rocket in writing of any disputed invoice within 15 days of invoice receipt or
its right to dispute the invoice will be deemed waived. Customer will pay Fees
as invoiced regardless of any warranty claim.

9. DEFINITIONS

(a) Affiliate means a legal entity that is controlled by Customer through
ownership of 51% or more of its outstanding equity that may order Products and
Services by executing an Order Form as a customer under these Terms, subject to
Rocket's written approval.

(b) Concurrent User means a User authorized to use a Product or Service
concurrently with other Concurrent Users, limited by a maximum number of
Concurrent Users at any one time.

(c) Confidential Information means any material, data, or information, in any
form or media, that is proprietary or confidential to a party and is marked as
confidential, or not marked but by its nature or treatment by its owner should
reasonably be considered to be confidential.

(d) Customer means the legal entity executing the initial Order Form.

(e) Day means calendar day unless specified as business day.

(f) Deliverable means materials or work product specified as a "deliverable" in
an Order Form that Rocket provides or creates with Professional Services,
including without limitation software programming, application program
interfaces, information, documents, reports, technical and non-technical data,
specifications and other material, including derivative works. Deliverables do
not include Products.

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

(h) Disclosing Party means a party whose Confidential Information is disclosed
to the other party.

(i) Documentation means Rocket's user manuals and training materials provided to
Customer electronically or physically.

(j) Enterprise License means a Measured License limited to the use required
within a certain business unit or corporate entity specified in the Order Form
measured as of the Order Form date.

(k) Fee means Rocket's price for a Product or Service specified in an Order
Form.

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

(m) License means Customer's non-exclusive, non-transferable right to use the
licensed Products, Services, Deliverables or materials for its own internal
business operations, according to the Documentation, and subject to the
Agreement's restrictions.

(n) Measured License means a License for the time period, number and type of
Users, transactions, copies, seats, instructions per second (MIPS) or other
quantity or measure specified for each Product listed in an Order Form.

(o) Named User means an individual identified User authorized to use a Product
or Service. A new Named User may replace a prior Named User.

(p) Order Form means a quote, SOW, or registration form provided by Rocket to
Customer that includes the Products, Services, Fees and a unique Rocket
reference number for each Order Form.

(q) Products means Rocket proprietary software products.

(r) Product Warranty means Rocket's limited warranty for Products.

(s) Professional Services means the professional consulting services, standard
installation, integration and configuration services, and time and materials
services Rocket provides as an independent contractor.

(t) Receiving Party means a party receiving the other party's Confidential
Information.

(u) Service(s) means Support Services and/or Professional Services.

(v) Service Warranty means Rocket's limited warranty specified for Support
Services or Professional Services.

(w) SOW means a statement of work that documents materials and services for a
project that Rocket provides, generally for Professional Services engagements,
including a project plan, resources and actions provided by each party and a
payment schedule.

(x) Support Period means a time period defined in an Order Form during which
Rocket will provide Support Services.

(y) Support Service(s) means Rocket's current standard maintenance and support
services, policies and procedures for Products.

(z) User means a Named User or Concurrent User employed by and authorized by
Customer to use a Product or Service for Customer's internal business purposes.

B. PRODUCT PURCHASE/LICENSE/MAINTENANCE SUPPORT TERMS

1. ORDERS

Rocket will provide an Order Form to Customer that includes the Products,
Support Services, Fees, other Services, and Rocket reference number for each
order. Customer will place a binding order, subject to Rocket's acceptance, by
sending Rocket a signed Order Form.

2. LICENSE

(a) Grant. Rocket grants to Customer a Measured License for each Product listed
in the Order Form, in object code form, and related Documentation. Customer may
make one copy of the Product for non-production backup purposes. Customer's
right to use the Product as an Enterprise License or a type of Measured License
is specified in the Order Form. Customer's actual use will not decrease (but may
increase) the scope of the License granted and the Fees due.

(b) Restrictions. Customer will not:
(i) Rent, lease, or sublicense a Product, or use a Product as a service bureau
or for hosting as an application service provider;
(ii) Permit any third party to access or use a Product or Documentation, except
for Customer's Affiliates using a Product or Documentation for Customer's
internal business operations, provided Customer (a) ensures its Affiliates
comply with the terms of the Agreement and (b) is liable for their acts and
omissions;
(iii) Transfer or use a Product or Documentation to or in a country other than
that to which Rocket first provides it;
(iv) Use a Product except as specified in the Documentation;
(v) Translate, modify or make derivative works of a Product or Documentation;
(vi) Reverse engineer, , decompile or disassemble a Product, except as permitted
by law after Customer has disclosed its intended activities in writing to
Rocket;
(vii) Exceed the time period for the License, or use a Product in excess of the
Measured License or Enterprise License, which Customer purchased;
(viii) Use a Product in production if provided under a testing, evaluation,
development or other non-production License;
(ix) Alter a Product's copyright or other intellectual property rights notices;
(x) Infringe or misappropriate Rocket's or its licensors' Intellectual Property.

(c) Verification. Customer will keep accurate records measuring its use of the
Products according to its License. Rocket has the right to audit Customer's
records and operations to verify Customer's Product use according to the License
and the Agreement. Audits will be scheduled at a mutually agreed date and time
during Customer's usual business hours. If Rocket determines that Customer's
Product use exceeds the License Customer purchased, Customer will immediately
pay Rocket the current Fees for the additional Product use, including reasonably
estimated arrears for Support Service Fees, and reimburse Rocket's reasonable
expenses to perform the audit. THE LIMITATION OF LIABILITY SET FORTH IN SECTION
A4 DOES NOT APPLY TO CUSTOMER'S PRODUCT USE EXCEEDING ITS LICENSE OR
MISAPPROPRIATION OF A PRODUCT.

(d) Termination. Rocket may terminate a License by written notice (i)
immediately, if Customer infringes or misappropriates Rocket's or its licensors'
Intellectual Property or fails to comply with the License Terms; (ii) as
specified in the Warranty Terms; and (iii) if Customer materially breaches the
Agreement, subject to any specified cure period. Upon termination Customer will
immediately return or destroy all Product and, upon Rocket's request, provide
written certification of such destruction.

(e) Excluded Components. The provisions of this paragraph do not apply to the
extent they are held to be invalid or unenforceable under the law that  governs
this Agreement. Notwithstanding any of the terms in this Agreement or any other
agreement Licensee may have with Rocket (a) the third party suppliers of such
Excluded Components, as described in the Notices file included with the included
with the Software, (the "Suppliers") provide the components WITHOUT WARRANTIES
OF ANY KIND and, such Suppliers DISCLAIM ANY AND ALL EXPRESS AND IMPLIED
WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE,
NON-INFRINGEMENT OR INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE
EXCLUDED COMPONENTS; (b)  the Suppliers shall not be liable for any direct,
indirect, incidental, special, exemplary, punitive or consequential damages,
including but not limited to lost data, lost savings, and lost profits, with
respect to the Excluded Components; and, (c) neither Rocket nor the Suppliers
shall be liable to Licensee for any claims arising directly or indirectly from
or related to the Excluded Components. Notices with respect to the Excluded
Components, including instructions for obtaining source code (as applicable) for
certain Excluded Components, may be found in the NOTICES file(s) that
accompanies the Software.

3. SUPPORT SERVICES

(a) Support Services. Rocket will provide Support Services purchased by Customer
according to Rocket's current standard policies and procedures as revised from
time to time. Rocket's standard Support Services generally include (i)
commercially reasonable efforts to resolve problems or bugs in the Product which
substantially impair the functionality described in Rocket's published technical
specifications; (ii) revisions and updates for Products containing code fixes,
improvements or enhancements to existing functionality as available; (iii)
access to online problem reporting, tracking, and self-help tools; and (iv)
telephone support for trained Customer personnel during purchased support hours.
Support Services do not include onsite support which may be purchased if
available.

(b) Support Period; Termination. Support Service is available for a minimum 12
month Support Period, unless a longer period is specified in an Order Form, and
the initial Support Period begins on the Product Delivery date. The Support
Period will renew automatically for subsequent Support Periods equal to the
initial Support Period unless either party provides written notice of
termination at least 60 days prior to the end of the current Support Period.
Rocket may suspend or terminate Support Service upon written notice if Customer
breaches its obligations including timely payment for any Support Period. Upon
termination Customer will, at Rocket's direction, return or destroy any Rocket
materials, Confidential Information and Documentation, and Customer will
immediately pay Rocket all fees due for the remainder of the Support Period and
any other fees accrued as of the termination date.

4. PRODUCT DELIVERY

All Products provided to Customer by Rocket are subject to these Terms. Risk of
loss for Products passes to Customer upon Delivery. Customer is responsible for
customs clearance, documents, and paying any customs duties and import fees.

5. FEES AND PAYMENT

(a) Product Fees. Customer will pay to Rocket the Product Fees according to an
Order Form, along with shipping, handling, taxes and any similar fees.

(b) Support Service Fees. Support Service Fees for the initial Support Period
are included in the Product Order Form. Rocket will provide an Order Form or
invoice for each renewal Support Period at Rocket's current list price, and
Customer will pay the Support Service Fees when due, according to the Order Form
or invoice. Rocket may not provide renewal Support Services if Customer does not
pay the renewal Fees to Rocket prior to the end of the current Support Period.
If Customer's Support Services lapse at any time, renewal will be subject to
Rocket's re-instatement policies and fees. Payment that is invoiced in arrears
for any Support Period is due and payable on invoice date.

6. WARRANTIES

(a) Products. Rocket warrants that Product will perform substantially according
to Rocket's current published technical specifications on the Product Delivery
date, when used according to the Documentation. Customer must provide a written
Product Warranty claim to Rocket within 90 days of the Delivery date. Customer
must provide remote or local access to the Product if required by Rocket to
perform Product Warranty service. Rocket will repair or replace a Product not
conforming to the Product Warranty, or, at its option, refund the part of the
Product Fees paid for the Product that does not conform, and the Product License
terminates. Upon License termination, Customer will cease using and destroy the
Product.

(b) Support Services. Rocket warrants that Support Services will be performed in
a commercially reasonable manner consistent with general industry standards that
apply to similar services. Customer must provide a written Service Warranty
claim to Rocket within 15 days after the date Rocket provided the Service.
Rocket, at its option, will re-perform Service not complying with the Service
Warranty at no additional charge, or refund the part of the Fee, if paid, for
the Service which does not comply with the Service Warranty.

(c) Disclaimer. Product Warranty or Support Service Warranty does not cover
problems caused by (i) abuse, misuse, alteration, neglect, accident,
unauthorized repair or installation, or acts or omissions of any party other
than Rocket; (ii) electrical systems, fire or water damage, Customer's hardware,
software, networks, or systems; or (iii) Customer not using Product according to
Rocket's current published technical specifications. EXCEPT AS SET FORTH IN
SECTIONS 6(a) AND (b) ABOVE, ROCKET, ITS AFFILIATES AND LICENSORS DISCLAIM ALL
OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES, EXPRESS OR IMPLIED, ORAL OR
WRITTEN, FOR PRODUCTS OR SERVICES, THEIR USE, SUFFICIENCY, ACCURACY,
RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, OR COMPLETENESS,
STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, (i) MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR (ii) THAT SUPPORT
SERVICES OR OPERATION OF PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, OR
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (iii)
ERRORS OR DEFECTS WILL BE CORRECTED. THIS SECTION B6 DESCRIBES ROCKET'S SOLE
LIABILITY AND CUSTOMER'S SOLE REMEDY FOR A PRODUCT OR SUPPORT SERVICE WARRANTY
CLAIM.

C. PROFESSIONAL SERVICES

1. PROFESSIONAL SERVICES ORDER Customer will order the Professional Services it
requires as specified in Section B(1) above, which Rocket may perform remotely
or on site as appropriate. The Order Form will describe the Professional
Services and any of the following that apply: project plan, resources and
actions provided by each party, Deliverables, Fees, expenses, and payment
schedule.

2. PROFESSIONAL SERVICES FEES AND PAYMENT

Customer will pay to Rocket, according to each Order Form:  (a) Fees for time
and Deliverables; (b) Rocket's expenses incurred with the Professional Services;
and (c) any additional fees and expenses incurred by Rocket due to changes in
the scope of Services to be provided, Customer's failure to fulfill its
obligations in a timely manner, or reassignment of personnel or rescheduling
without Rocket's fault. Professional Services Fees are due and invoiced as
Services are performed. Customer will pay Fees and expenses for all Professional
Services and Deliverables provided until the end of each Service engagement.
Rocket will itemize invoices for expenses and provide receipts if Customer
requests. All Professional Services Rocket provides are billable, regardless of
whether the Professional Services are requested by Customer to assist with a
warranty or maintenance issue, which will be addressed by Rocket's Support
Services organization. Support for third party products is provided by the third
party supplier.

3. DELIVERABLES

(a) Ownership.

(i) Rocket may designate in writing Deliverables as "Type I Deliverables," "Type
II Deliverables," or otherwise as agreed. If not specified in writing,
Deliverables are Type II Deliverables. Customer's data and Confidential
Information are Customer's exclusive property in which Customer retains all
right, title and interest, and are not Deliverables even if included with
Deliverables provided by Rocket, such as in a report or dashboard. Rocket
Products are governed by separate license terms.
(ii)                Type I Deliverables are Deliverables created solely for
Customer during the Professional Service performance period in which Customer
will have all right, title, and interest, including copyright. Rocket will
retain a copy of Type I Deliverables. Rocket's Intellectual Property and
Confidential Information, in which Rocket retains all right, title and interest,
are excluded from Type I Deliverables.
(iii) Type II Deliverables are Deliverables provided or created during the
Professional Services performance period, including without limitation all
preexisting materials, in which Rocket or its affiliates have all right, title,
and interest, including copyright. Rocket will provide one copy of Type II
Deliverables to Customer.

(b) License and Use.

(i) Rocket grants Customer a License to use and reproduce a reasonable number of
copies, and distribute internally, Type II Deliverables' object code for its own
internal business operations only, according to the Order Form. Customer will
not reverse engineer, sell, rent, sublicense or permit a third party to use or
access Type II Deliverables. Customer's ownership of Type I Deliverables and
License for Type II Deliverables are contingent upon full payment of all fees
and expenses for Professional Services.
(ii)   Customer grants Rocket (1) a nonexclusive, worldwide, royalty-free right
to use and copy Customer systems, Confidential Information and data, and use any
Customer proprietary and third party products, services and materials under
Customer's license, as necessary to provide the Professional Services, and (2)
an irrevocable, nonexclusive, royalty-free right to use, reproduce, create
derivative works, sublicense and distribute, internally and to other parties,
Type I Deliverables, excluding Customer Confidential Information and Customer
data, which is Customer's exclusive property. Customer represents and warrants
that Customer information, data and third party products, services and materials
provided to Rocket will not violate any law or third party rights.
(iii)  Each party will reproduce the copyright notice or other legend on any
copies made under the license and use rights granted.

(c) Support. Rocket does not provide Support Services for Deliverables unless
Rocket, at its option, has incorporated the Deliverables in a generally
available Product, or Rocket agrees to provide Support Services for the
Deliverable in the SOW, and Customer pays fees for the Support Services.

(d)  Termination. Rocket may terminate a License by written notice (i)
immediately, if Customer infringes Rocket's or its licensors' Intellectual
Property or fails to comply with the License Terms; or (ii) if Customer
materially breaches the Agreement, subject to any specified cure period. Upon
License termination Customer must immediately destroy licensed Deliverables and,
upon Rocket's request, and so certify in writing.

4.  PERSONNEL

On Customer premises, Rocket personnel will comply with Customer's reasonable
rules and policies provided to Rocket in writing for such matters as working
hours, holidays and Customer security measures. Rocket will determine its
personnel to perform Professional Services in its sole discretion. The parties
will resolve any Professional Services issues in good faith.  If the resolution
involves reassigning personnel, Rocket will do so as soon as practical and
commercially reasonable, according to local law.  Customer agrees that
reassignment may delay Professional Services or allow Rocket to terminate
Professional Services without Rocket liability.

5. PROFESSIONAL SERVICES WARRANTY

(a) Warranty. Rocket warrants that Professional Services will be performed in a
commercially reasonable manner consistent with industry standards. Customer must
provide a written Professional Services Warranty claim to Rocket within 15 days
after the date Rocket performs Professional Services. Rocket, at its option,
will re-perform Professional Services that do not comply with the Professional
Services Warranty at no additional charge, or if not practical and solely at
Rocket's option, credit the part of the Professional Services Fee, if paid, for
the Professional Services that do not comply with the Professional Services
Warranty.

(b) Disclaimer. This Professional Services Warranty does not cover problems
caused by (i) abuse, misuse, alteration, enhancements, neglect, accident,
unauthorized repair or installation, or acts or omissions of, or delay by, any
party other than Rocket; or (ii) electrical systems, fire or water damage,
Customer's hardware, software, networks, or systems. DELIVERABLES ARE PROVIDED
ON AN "AS-IS" BASIS, WITHOUT WARRANTY OF ANY KIND. ROCKET, ITS AFFILIATES AND
LICENSORS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES, EXPRESS
OR IMPLIED, ORAL OR WRITTEN, FOR PROFESSIONAL SERVICES AND DELIVERABLES, THEIR
USE, SUFFICIENCY, OR ACCURACY, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR
THAT PROFESSIONAL SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR FREE.

(c) Limitation. THE WARRANTY DESCRIBED IN THIS SECTION C5 IS ROCKET'S SOLE
LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR A PROFESSIONAL SERVICES OR
DELIVERABLES CLAIM.


6. TERMINATION

Either party may terminate a Professional Services engagement, in whole or in
part, with 30 days prior written notice, effective on the date specified in the
notice, however, these Terms apply for all Services and Deliverables provided
regardless of the termination date, including any Services provided for
transition or termination assistance.  Rocket is not responsible for the
resulting condition of Services or Deliverables upon early termination. These
Terms govern all Order Forms until Professional Services are terminated or
completed.

Rev January 2022