HomeMy WebLinkAboutContract 55223 CSC No. 55223
FORT NORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE
This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of Fort
Worth, ("City"), a Texas home rule municipal corporation and Carahsoft Technology
Corporation a Virginia corporation ("Vendor") to purchase the Liferay software platform under a
cooperative agreement.
The Coop Purchase includes the following documents (collectively, Cooperative
Documents")which shall be construed in the order of precedence in which they are listed:
1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement");
2. Schedule B—Texas Department of Information Services, DIR-TSO-4288
("Cooperative Contract");
3. Schedule C—Vendor Quote;
4. Schedule D—Conflict of Interest Questionnaire; and
5. Schedule E - Carahsoft Terms & Conditions
All the Schedules which are attached hereto and incorporated herein are made a part of this
Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement and the
Cooperative Contract, then the Fort Worth Agreement shall control, but only to the extent
allowable under the Cooperative Contract.
The maximum amount to be paid to the Vendor for all services performed and goods
purchased hereunder shall not exceed sixty thousand, five hundred sixty-one dollars, and
eighty-five cents ($60,561.85)per year.
The Coop Purchase shall become effective January 10, 2021 (the "Effective Date") and shall
expire January 9, 2022 (1) year after the Effective Date (the Expiration Date"), unless terminated earlier
in accordance with the provisions of the Agreement or otherwise extended by the parties. The Coop
Purchase may be renewed for four (4) one-year renewals at City's option, each a "Renewal Term." City
shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end
of each term.
The undersigned represents and warrants that he or she has the power and authority to
execute this Coop Purchase and the Cooperative Documents and bind the Vendor.
(signature page follows)
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Cooperative Purchase Page 1 of 2
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
Dana gaWL O-ff of this contract,including ensuring all
By: Dana Burghdoff(:ran29,202113:23CST) performance and reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Jan 26,2021 By. Horoerol Garza,Jr.(Jan27,202108:12CST)
Name: Homer Garza
Approval Recommended: Title: IT Manager,Water Department
Approved as to Form and Legality:
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By: Christopher H rder(Jan 28,202110:12 CST)
Name: Chris Harder
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Title: Director,Water Department By: je Strong(Jan ,202108:42 CST)
pp4FORr��� Name: John B. Strong
Attest: O�.°°°°°°°olyaa� Title: Assistant City Attorney
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A tia o�-
C� zip d0 o g=� Contract Authorization:
By: U ` U �� M&C• N/A
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Name: Mary Kayser aa�nEXpso�p
Title: City Secretary
VENDOR:
Carahsoft Technology Corporation
By:
Name: Kristina Smith
Title: Director of Contracts
Date: Jan 26,2021 OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Cooperative Purchase Page 2 of 2
SCHEDULE A
Fort Worth Terms and Conditions
FORTWORTH.
1. Termination.
1.1. Convenience.Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
1.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of
notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
1.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder,the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
1.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason,Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement.In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine readable format or other format
deemed acceptable to the City.
2. Disclosure of Conflicts and Confidential Information.
2.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing.
2.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
Coop Purchase Agreement—Fort Worth Terms and Conditions Page 1 of 10
approval of the City.
2.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
2.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way.Vendor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised,in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
3. Right to Audit.
3.1. Vendor agrees that the City shall, until the expiration of three(3)years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City.Vendor agrees that the City shall have
access during normal working hours to all necessary Vendor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. The City shall give Vendor not less than 10 days written notice of any intended
audits.
3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall,until expiration of three(3)
years after final payment of the subcontract,have access to and the right to examine at reasonable
times any directly pertinent books,documents,papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph.City shall give
subcontractor not less than 10 days written notice of any intended audits.
4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent,representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers,agents, servants and employees, and Vendor,its officers,agents,employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
Coop Purchase Agreement—Fort Worth Terms and Conditions Page 2 of 10
officers, agents, servants, employees or subcontractors.
5. LIABILITY AND INDEMNIFICATION.
5.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
5.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO BUSINESS, AND ANY RESULTING LOST PROFITS),
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND
DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
5.3. INTELLECTUAL PROPERTY INFRINGEMENT.
5.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software,analyses,applications,methods,ways,and processes(in this Section 8C each
individually referred to as a"Deliverable" and collectively as the"Deliverables,")do
not infringe upon or violate any patent,copyrights,trademarks,service marks,trade
secrets, or any intellectual property rights or other third party proprietary rights,in
the performance of services under this Agreement.
5.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent,copyright,trademark,service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s)in the course of performance or completion of,or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
5.3.3. Vendor agrees to indemnify,defend,settle,or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such
Coop Purchase Agreement—Fort Worth Terms and Conditions Page 3 of 10
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with Vendor in doing so. In the event City, for whatever
reason,assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the
City shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such
claim; however,Vendor shall fully participate and cooperate with the City in defense
of such claim or action. City agrees to give Vendor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing,the City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined
or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b)
modify the Deliverable(s) to make them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s);or(c)replace the Deliverable(s)with equally suitable,compatible,and
functionally equivalent non-infringing Deliverable(s)at no additional charge to City;
or(d)if none of the foregoing alternatives is reasonably available to Vendor,terminate
this Agreement, and refund all amounts paid to Vendor by the City, subsequent to
which termination City may seek any and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
6. Assignment and Subcontracting.
6.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
7. Insurance.
7.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
7.1.1. Commercial General Liability:
7.1.1.1. Combined limit of not less than $2,000,000 per occurrence;
$4,000,000 aggregate; or
7.1.1.2. Combined limit of not less than $1,000,000 per occurrence;
Coop Purchase Agreement—Fort Worth Terms and Conditions Page 4 of 10
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury.
7.1.1.3. Defense costs shall be outside the limits of liability.
7.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
7.1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
7.1.5. Technology Liability(Errors&Omissions)
7.1.5.1. Combined limit of not less than $2,000,000 per occurrence;
$4million aggregate or
7.1.5.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy.Defense costs
shall be outside the limits of liability.
7.1.5.3. Coverage shall include,but not be limited to,the following:
7.1.5.3.1. Failure to prevent unauthorized access;
7.1.5.3.2. Unauthorized disclosure of information;
7.1.5.3.3. Implantation of malicious code or computer
virus;
7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
7.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
7.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
Coop Purchase Agreement—Fort Worth Terms and Conditions Page 5 of 10
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed$50,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance,or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
7.1.5.3.7. Any other insurance as reasonably requested by
City.
7.2. General Insurance Requirements:
7.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
7.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten(10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
7.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
7.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
8. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with
all applicable federal,state and local laws,ordinances,rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
Coop Purchase Agreement—Fort Worth Terms and Conditions Page 6 of 10
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
10. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
TO THE CITY: TO VENDOR:
City of Fort Worth Carahsoft Technology Corporation
Attn:Assistant City Manager Attn: Kristina Smith
200 Texas Street 1860 Michael Faraday Drive#100
Fort Worth TX 76102 Reston,Virginia 20190
With Copy to the City Attorney
at same address
11. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement,without the prior written consent of the person's employer.This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
12. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
15. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure),including,but not limited to,compliance with any government law,ordinance or regulation,acts
Coop Purchase Agreement—Fort Worth Terms and Conditions Page 7 of 10
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
17. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
19. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein.Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
21. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.An executed Agreement,modification,amendment,or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
22. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's
option,Vendor shall either(a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or(b) refund the fees paid by the City to Vendor for the nonconforming
services.
23. Network Access.
23.1. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the
City's computer network in order to provide the services herein,Vendor shall execute and comply
a Network Access Agreement.
23.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center
("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy
and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation
Coop Purchase Agreement—Fort Worth Terms and Conditions Page 8 of 10
Criminal Justice Information Services Security Addendum.No changes,modifications,alterations,
or amendments shall be made to the Security Addendum. The document must be executed as is,
and as approved by the Texas Department of Public Safety and the United States Attorney General.
24. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if
either City or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations, services
rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute,or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both
parties shall commence the resolution process and make a good faith effort,either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than$100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
27. Reporting Requirements.
27.1. For purposes of this section,the words below shall have the following meaning:
Coop Purchase Agreement—Fort Worth Terms and Conditions Page 9 of 10
27.1.1. Child shall mean a person under the age of 18 years of age.
27.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing,storage,or communication facilities that are connected or related to the
device.
27.1.4. Computer technician means an individual who,in the course and scope of
employment or business, installs,repairs, or otherwise services a computer for a fee. This
shall include installation of software,hardware, and maintenance services.
27.2. Reporting Requirement.If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography,Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children.The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
28. Survival of Provisions. The parties'duties and obligations pursuant to sections related to
Duties and Obligations,Disclosure of Conflicts and Confidential Information,Right to Audit,and Liability
and Indemnification shall survive termination of this Agreement.
Coop Purchase Agreement—Fort Worth Terms and Conditions Page 10 of 10
Schedule B
Department of Information Resources Cooperative Contract
Carahsoft Technology Corp,DIR-TSO-4288
DIR Page
https://dir.texas.goy/View-Search/Contracts-Detail.aspx?contractnumber=DIR-TSO-4288
DIR-TSO-4288 Contract PDF
https://pubext.dir.texas.-aoy/portal/intemal/contracts-and-services/Contracts/DIR-TSO-4288%2OContract.pdf
DIR-TSO-4288 Appendix A Standard Terms and Conditions PDF
https:Hpubext.dir.texas.pov/portal/internal/contracts-and-services/Contracts/DIR-TSO-
4288%20Appendix%20A%20Standard%20Terms%20and%20Conditions%20(per%20Amendment%203).pdf
DIR-TSO-4288 Appendix B HUB Subcontracting Plan
https://Pubext.dir.texas.gov/portal/internal/contracts-and-services/Contracts/DIR-TSO-
4288%20Appendix%20B%20H U B%20Subcontracting%20PIan%20(Approved%207-2-20).pdf
DIR-TSO-4288 Appendix C Pricing Index(per Amendment 4)
https:Hpubext.dir.texas.pov/portal/internal/contracts-and-services/Contracts/DIR-TSO-
4288%20Appendix%20C%20Pricing%20I ndex%20(per%20Amendment%204).pdf
DIR-TSO-4288 Amendment 1 PDF
https://Pubext.dir.texas.gov/portal/internal/contracts-and-services/Contracts/DIR-TSO-
4288%20Amend ment%201.pdf
DIR-TSO-4288 Amendment 2 PDF
https://Pubext.dir.texas.gov/portal/internal/contracts-and-services/Contracts/DIR-TSO-
4288%20Amend ment%202.pdf
DIR-TSO-4288 Amendment 3 PDF
https:Hpubext.dir.texas.Zov/portal/internal/contracts-and-services/Contracts/DIR-TSO-
4288%20Amendment%203.pdf
DIR-TSO-4288 Amendment 4 PDF
httys:Hyubext.dir.texas.2ov/portal/internal/contracts-and-services/Contracts/DIR-TSO-
4288%20Amendment%204.ydf
DIR-TSO-TMP-416 RFO Software Products and Services PDF
https://pubext.dir.texas.goy/portal/intemal/contracts-and-services/Contracts/DIR-TSO-TMP-
416%20RFO%20Software%20Products%20and%20Services.pdf
ADDITIONAL INFORMATION FOR LIFERAY
Liferay Enterprise Services Agreement
https://web.lifemy.com/legal/doc/esa/1301610 USGOV
SCHEDULE C
VENDOR QUOTE
GOVERNMENT- PRICE QUOTATION
LIFERAY GOVERNMENT
■■A LIFERAY 11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON,VIRGINIA 20190 Ca 1 a hsof t,
PHONE(703)871-8500 1 FAX(703)871-8505 1 TOLL FREE(888)66CARAH
WWW.CARAHSOFT.COM I SALES@CARAHSOFT.COM
Please submit orders to opensourceorders@carahsoft.com
TO: Homer Garza FROM: Justin Drunagel
City of Fort Worth Liferay Government at Carahsoft
1515 11th Avenue 11493 Sunset Hills Road
Fort Worth,TX 76102 USA Suite 100
Reston,Virginia 20190
EMAIL: Homero.Garza@fortworthtexas.gov EMAIL: Justin.Drunagel@carahsoft.com
PHONE: (817)255-5700 PHONE' (703)230-7473 FAX: (703)871-8505
DIR Contract No.DIR-TSO-4288 QUOTE NO: 24232471
Expiration Date:February21,2025 QUOTE DATE: 01/14/2021
FTIN:52-2189693 QUOTE EXPIRES: 02/13/2021
Shipping Point:FOB Destination RFQ NO:
Credit Cards:VISA/MasterCard/AMEX
Remit To:Same as Above SHIPPING: ESD
Payment Terms:Net 30(On Approved Credit) TOTAL PRICE: $33,986.51
Texas VID#: 1522189693700
Sales Tax May Apply
TOTAL QUOTE: $33,986.51
LINE NO. PART NO. DESCRIPTION LIST PRICE QUOTE PRICE — cXTENDED PRICE
1 LR-NP-DXP-S1-G Liferay DXP Enterprise Subscription-Non- $5,875.00 $5,664.42 OM 2 $11,328.84
Production Sizing 1.Gold Level Software
Support:Mon-Fri from 8AM-5PM Pacific.
Annual Subscription.
Liferay-LR-NP-DXP-S1-G
Start Date:01/10/2021
End Date:01/09/2022
2 LR-PROD-DXP-S1-G Liferay DXP Enterprise Subscription- $23,500.00 $22,657.67 OM 1 $22,657.67
Production Sizing 1.Gold Level Software
Support:Mon-Fri from 8AM-5PM Pacific.
Annual Subscription.
Liferay-LR-PROD-DXP-S1-G
Start Date:01/10/2021
End Date:01/09/2022
SUBTOTAL $33,986.51
TOTAL PRICE: $33,986.51
TOTAL QUOTE: $33,986.51
CONFIDENTIAL QUOTE DATE: 01/14/2021
PAGE 1 of 2 QUOTE NO: 24232471
GOVERNMENT- PRICE QUOTATION
�■.: LIFE" /�Y LIFERAYGOVERNMENT carahsoft.
11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON,VIRGINIA 20190
PHONE(703)871-8500 1 FAX(703)871-8505 1 TOLL FREE(888)66CARAH
WWW.CARAHSOFT.COM I SALES@CARAHSOFT.COM
Please submit orders to opensourceorders@carahsoft.com
LINE NO. PART NO. DESCRIPTION LIST PRICE QUOTE PRICE QTY EXTENDED PRICE
CONFIDENTIAL QUOTE DATE: 01/14/2021
PAGE 2 of 2 QUOTE NO: 24232471
� //�� GOVERNMENT- PRICE QUOTATION
�■.: LIFE RAY LIFERAY GOVERNMENT carahsoft.
11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON,VIRGINIA 20190
PHONE(703)871-8500 1 FAX(703)871-8505 1 TOLL FREE(888)66CARAH
WWW.CARAHSOFT.COM I SALES@CARAHSOFT.COM
Please submit orders to opensourceorders@carahsoft.com
TC Homer Garza FROM: Justin Drunagel
City of Fort Worth Liferay Government at Carahsoft
1515 11th Avenue 11493 Sunset Hills Road
Fort Worth,TX 76102 USA Suite 100
Reston,Virginia 20190
EMAII Homero.Garza@fortworthtexas.gov EMAIL: Justin.Drunagel@carahsoft.com
PHON6. (817)255-5700 PHONE: (703)230-7473 (703)871-8505
TERMS: DIR Contract No.DIR-TSO-4288 QUOTE NO: 26921651
Expiration Date:February21,2025 QUOTE DATE: 01/04/2021
FTIN:52-2189693 QUOTE EXPIRES: 02/03/2021
Shipping Point:FOB Destination RFQ NO:
Credit Cards:VISA/MasterCard/AMEX
Remit To:Same as Above SHIPPING: ESD
Payment Terms:Net 30(On Approved Credit) TOTAL PRICE: $14,462.34
Texas VID#: 1522189693700
Sales Tax May Apply
TOTAL QUOTE: $14,462.34
LINE NO. PART NO. DESCRIPTION PRICING QUOTE PRICE QTY EXTENDED PRICE
2 LR-DS-S1-P Developer Subscription LIST:$15,000.00 $14,462.34 OM 1 $14,462.34
Liferay
Start Date:01/10/2021
End Date:01/09/2022
SUBTOTAL: $14,462.34
TOTAL PRICE: $14,462.34
TOTAL QUOTE: $14,462.34
CONFIDENTIAL QUOTE DATE: 01/04/2021
PAGE 1 of 2 QUOTE NO: 26921651
GOVERNMENT- PRICE QUOTATION
carahso
LI FERAY ft
LIFERAY GOVERNMENT
11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON,VIRGINIA 20190
PHONE(703)871-8500 1 FAX(703)871-8505 1 TOLL FREE(888)66CARAH
WWW.CARAHSOFT.COM I SALES@CARAHSOFT.COM
Please submit orders to opensourceorders@carahsoft.com
LINE NO. PART NO. DESCRIPTION PRICING QUOTE PRICE QTY EXTENDED PRICE
CONFIDENTIAL QUOTE DATE; 01/04/2021
PAGE 2 of 2 QUOTE NO: 26921651
SCHEDULE D
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An
offense under this section is a misdemeanor.
1J Name of vendor who has a business relationship with local governmental entity.
Carahsoft Technology Corporation
2
Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
Charmaine Baylor
Name of Officer
4j Describe each employment or other business relationship with the local government officer,or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes FX No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes Fx] No
5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director,or holds an
ownership interest of one percent or more.
6
❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
— �� ' 1/5/2021
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an
agency of a federal,state,or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public;or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to,that agency.
Local Government Code§176.003(a)(2)(A)and(B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than$100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code§176.006(a)and(a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any
gift described by Section 176.003(a-1);or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application,response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity;or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer,described by Subsection(a);
(B) that the vendor has given one or more gifts described by Subsection (a);or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
SCHEDULE E
Terms and Conditions
Liferay Enterprise Subscription Services
'.ii LIFE RAY
APPENDIX 1: ENTERPRISE SUBSCRIPTION SERVICES
This Appendix 1,which includes the documents referred to in this Appendix 1 (together,the"Appendix"),describes the fee bearing subscriptions that
Liferay offers("Subscriptions").The Services that Liferay provides to Customer as part of these Subscriptions(the"Subscription Services") provide
Customer,as applicable,with one or more Subscription Benefits as further described in Section 2. Any capitalized terms used but not defined in this
Appendix have the meaning defined in the agreement to which this Appendix applies, such as the Liferay Enterprise Services Agreement (the
"Agreement").
1. Definitions
"Acceptable Use Policy"has the meaning set forth in Section 10 below.
"Acknowledge Receipt Time" means the time by which Liferay must respond to an Incident acknowledging receipt of the Incident as set forth in
Section 7.3 below. Acknowledge Receipt Times are only supported in response to an Incident that is submitted to Liferay via telephone. Incidents
submitted via the web shall have a one(1)Business Day Acknowledge Receipt Time.
"Backup Purposes" means using the Services (including Software) solely in a backup or secondary environment that is (i) periodically or regularly
receiving backups of data from Instances used for Production Purposes; (ii) not servicing requests;and(iii) used for the purpose of disaster recovery
and/or serving as a backup in case a live Instance used for Production Purposes fails.
"Business Day" means a standard business day based on Customer's "Support Region" and "Support Center" as set forth at
www.literay.com/support/coverage-areas-and-hours.
"Business Hour" means a clock hour during the standard business hours of a Business Day based on Customer's "Support Region" and "Support
Center"as set forth at www.literay.com/support/coverage-areas-and-hours.
"Core" means a computing component that reads or executes a process as(i)a physical processing core located in a CPU or(ii)a vCPU(as defined
below).
"Customer Application" means a program with a distinct code base that customizes or extends the functionality of the Software and connects to a
database with a distinct database schema.
"Customer Portal" means a web portal maintained by Liferay or a Liferay Affiliate that provides for various resources accessible to Liferay
Subscription customers as further described in Section 2.1 below.
"Customer Portal Access"has the meaning set forth in Section 2.1 below.
"Development Purposes" means using the Subscription Services(including any Software)for the specific purpose of building software that runs with
or on the Software.
"Designated Contact" means Customer's contact designated to communicate with Liferay for the provision of Support and/or any other Subscription
Services.
"Designated Purpose" means the specific use case and purpose for which Customer utilizes the Subscription Services and Software, for example
Development Purposes,Production Purposes or Backup Purposes.
"Documentation"means the various technical documentation and instructional manuals and guides generally made available by Liferay in conjunction
with Software and the Services from the Liferay Developer Network website,currently located at dev.liferay.com.
"Forked Software" means modifications to the Software source code to develop a separately maintained source code program (i)with features not
present in the Software source code or(ii)where modifications to the original source code of the Software are not automatically integrated with the
original source code of the Software.
"Free Liferay Subscription Apps"are those Liferay Subscription Apps that Liferay makes available free of charge(displayed as"Free"apps).
"Incident"means a single,discrete technical problem that cannot be reasonably subdivided,and also that is not overly broad in scope,the severity of
which shall be determined in accordance with Section 7.1.
"Instance"means one(1)copy of the Software.
"Legal Assurance"means the Legal Assurance Program set forth in Schedule 1.A.
"Liferay Subscription Apps" means the applications in the Liferay Marketplace made available to subscribers in the "Liferay Subscription App"
category.
"Non-Production Purposes"means using the Services(including Software)solely in a non-production environment,generally for the purposes of dev-
integration,testing,quality assurance,staging,and user acceptance testing but excluding Development Purposes.
"Production Purposes" means using the Services(including any Software) in a production environment,generally to service live requests and to use
live data and Software.
Page 1 of 13 1301605_USGOV
m■■: L I F E RAY Appendix 1:Enterprise Subscription Services
North America
"Services"as defined in the Agreement shall for the purposes of this Appendix mean Subscription Services.
"Sizing"means the sizing of an Instance,which is determined by the number of Cores or vCPUs that will be accessible by each Instance
"Software" or "Liferay Software" means the software and corresponding Documentation that Liferay makes available for download as part of
Subscription Services.Software shall not include third-party software applications that are made available through the Liferay Marketplace located at
www.literay.com/marketplace("Third-Party Marketplace Apps"), Third-Party Software or generally available open source projects such as such as
any Liferay branded community edition of the Software and/or other community projects.
"Software Maintenance"has the meaning defined in Section 2.2 below.
"Subscription Benefit(s)"means one or more of the defined benefits described in Section 2 below.
"Subscription Term"has the meaning defined in Section 5 below.
"Support"has the meaning set forth in Section 2.3 below.
"Support(Service) Level" means the level of Support(e.g. Gold or Platinum)for a specified scope of Support as described in Section 7 below and
specified in an Order Form.
"Third-Party Software"means the generally available software programs,computer code,programming libraries,application programming interfaces,
or other materials,(i)the intellectual property rights of which are not owned by Liferay or its Affiliates and(ii)which is not licensed to Customer under
the EULAs set forth in the Agreement or this Appendix, but is licensed subject to the applicable open source software licenses set forth in a file
accompanying the Software(and for certain Software also at www.literay.com/third-party-software).
"Unit" means the unit that is used to measure Customer's use of the Subscription Services as set forth in Section 6 or as agreed by the parties in an
Order Form.
"Updates" means any and all software fixes, updates, upgrades, enhancements, additions, corrections, modifications, new versions and releases,
when and if they are made available.
"Virtual CPU"or"vCPU"means a virtual machine's virtual processor to which a physical CPU is assigned,in whole or in part.
2. Benefits of Subscription Services
Subscription Services provide Customer with one or more of the following benefits as specified in the Schedule applicable to the relevant Subscription
as identified in Section 6 below("Subscription Benefits"):
2.1 Access to the Customer Portal
Liferay will provide Customer access to Liferay's Customer Portal during the Subscription Term. Liferay's Customer Portal provides Customer access
to an expanding knowledge base, support information, compatibility information, checklists, FAQs, patching tools, security updates, newsletters, as
well as access to all available versions of Liferay Software throughout their respective life cycle as set forth in Section 8 below(and the applicable
Third-Party Software)for electronic download from Liferay's Customer Portal ("Customer Portal Access"). The applicable Software made available
through the Customer Portal for each Subscription is specified in the applicable Schedule identified in Section 6 below.The Software is governed by
one or multiple End User License Agreement(s)("EULAs")identified in Section 6 below.Customer accepts and agrees to the terms of such EULA(s)as
a precondition to receiving applicable Subscription Benefits in connection with such Software.
2.2 Software Maintenance
Liferay will periodically make Updates for Liferay Software available for electronic download from Liferay's website("Software Maintenance").
2.3 Software Support
Liferay(and/or a Liferay Business Partner, if applicable)will provide Customer with access to Liferay support, including the Liferay Enterprise Support
Application("LESA"),for issues relating to the Software and Third-Party Software provided with the Software, but only to the extent such Third-Party
Software causes the Software to not substantially conform to the Documentation as further described in Section 7 below ("Support"). LESA is a
multifaceted issue tracker that allows Customer to submit issues they experience with Software to the Liferay support team for investigation.
2.4 Cloud Services.
Liferay may provide Customer access to certain cloud based services as part of the applicable Subscriptions as may be specified in the applicable
Schedule(s). The Cloud Services are governed by Terms of Services set forth in Schedule 1.B. Customer accepts and agrees to the terms of such
Terms of Service as a precondition to use of such Cloud Services.Customer's usage of the Cloud Services may be limited unless Customer purchases
certain add-on Subscription Services as described in the Documentation or the Schedule(s)below.
2.5 Legal Assurance
Liferay provides a set of intellectual property assurances according to the terms of Liferay's Legal Assurance Program set forth in Schedule 1.A.
Please note: Unless otherwise explicitly noted in the applicable EULA, the Software is provided under a perpetual license (subject to Customer's
compliance with applicable terms)while the benefits of the Subscription Services are limited to the Subscription Term and will expire unless Customer
renews its Subscription Services. For example,while Customer may continue using Software under the terms of the perpetual license, any available
Subscription Benefits such as Support or Legal Assurance would terminate unless Customer renews its Subscription Services.
Page 2 of 13 1301605_USGOV
m■■: L I F E RAY Appendix 1:Enterprise Subscription Services
North America
3. Subscription Fees
Liferay charges a Fee for the Subscription Services based on the total number of Units that Customer deploys,installs,uses or executes(the Units for
Subscription Services are described in Table 6 below). For example, the Subscription Services for the Software known as "Liferay DXP" are priced
based on the number of Instances, which Customer deploys, installs, uses or executes. While Customer has a Subscription entitling Customer to
receive Subscription Services, Customer is required to purchase a quantity of Subscriptions equal to the total number of Units applicable to that
Subscription (including variants or components of the Software or Subscription Services) that Customer deploys, installs, uses or executes. In
addition, if Customer uses Subscription Services to support or maintain Liferay Software (or any part thereof) then Customer must purchase
Subscriptions equal to the amount of Units applicable to that Liferay Software for which Customer uses Subscription Services. Within each unique
Customer Application (i)Customer shall maintain all Subscriptions that include Support at the same Support Level for all Units(for clarity, Customer
may not purchase Platinum Support Services Level for one Unit and Gold Support Services Level for any additional Units deployed within a Customer
Application, independent of whether such Units are used for Production Purposes, Backup Purposes or for Non-Production Purposes); and, (ii)
Customer is required to maintain at least one (1) Subscription for Production Purposes and one (1) Subscription for Non-Production Purposes. If
Customer terminates Subscriptions or does not renew Subscriptions within thirty(30) days after the termination or expiration of a Subscription Term
and as a genuine pre-estimate of Liferay's losses and costs associated with reinstatement,Liferay reserves the right to charge Customer reinstatement
Fees on a per Unit basis (the "Reinstatement Fee"), if and when Customer wishes to reinstate the terminated or expired Subscriptions. The
Reinstatement Fee per Unit shall be equal to one hundred twenty percent(120%)of the Fees for the reinstated Subscription Services,agreed between
Customer and Liferay as of the date of reinstatement, and pro-rated based on the lapsed period between the expiration or termination of the
Subscription Term and the date the Subscription Services are reinstated.
4. Use of Subscription Services
The Agreement, including this Appendix (including pricing Liferay has agreed to in an Order Form) is premised on Liferay's understanding that
Customer will use the Subscription Services and Software only for Customer's internal use(which includes use by or on behalf of Customer's Affiliates
and Affiliates shall not be considered a third party for the purposes of this Section, provided that Customer remains responsible for the Affiliates'
compliance with terms of the Agreement including this Appendix and any Order Form). The foregoing sentence is not intended to limit Customer's
internal use of the Subscription Services(including any Software)to operate a web site and/or to offer Customer's own software as a service,provided
such web site or service does not include a distribution of the Software or otherwise access to Subscription Services, in whole or in part. Customer
agrees not to use Subscription Services with higher Support Service Levels(e.g. Platinum)to provide such higher Support Service Levels to Units with
Subscriptions that include lower Support Service Levels(e.g.Gold), unless Customer reports and pays for the higher Support Services Levels on such
Units. Customer may transfer Subscriptions from one Unit to another Unit with the same Subscription characteristics(such as from one on-premise
Instance to another on-premise Instance)without the purchase of additional Subscriptions,provided that Customer does not increase the total quantity
of Units and uses the Subscriptions for the same Designated Purpose, if applicable. (Please note: transfers of Subscription Services may require
Customer to contact Liferay for underlying technical administration of the transfer to ensure continuity of Services.) Distributing the Software or
otherwise providing access to any portion of the Subscription Services to a third party or using any of the Subscription Services for the benefit of a
third party is a material breach of the Agreement, including this Appendix,even though open source licenses applicable to certain software packages
may give Customer the right to distribute those packages(and this Appendix is not intended to interfere with Customer's rights under those individual
licenses).The Subscription Services may be used under the terms of this Appendix by third parties acting on Customer's or its Affiliates' behalf,such
as contractors, subcontractors or outsourcing vendors, provided that (i) Customer remains responsible for all of Customer's obligations under the
Agreement and this Appendix and for the activities and omissions of the third parties,(ii)Customer controls the access to the Software,if and when the
Software is deployed within a third party data center(which control of access does not require physical control and instead may be accomplished
through the use of appropriate contractual provisions with the data center operator)and(iii)Customer agrees to the terms stipulated in Schedule 1.G
(Liferay Cloud Deployments)before Customer migrates its Subscription Services off of Customer's premises or off of Instances within a third party data
center that are under Customer's control into a Provider's Cloud(as defined in Schedule 1.G).Any unauthorized use of the Subscription Services is a
material breach of the Agreement,such as,without limitation,(1)only purchasing or renewing Subscription Services based on some,but not all,of the
total number of Units that Customer deploys, installs, uses or executes, (2)providing access to Software or Software Maintenance to third parties,(3)
using Customer Portal Access, Software Maintenance, Cloud Services and/or Support to provide support to third parties, (4) using Subscription
Services in connection with any redistribution of Software, (5) using Subscription Services to support or maintain any non-Liferay Software, (6) using
Subscription Services or Software for the purpose of building a competitive product or service to the Liferay Software or Services or copying the
Software's features or user interface, (7) using the Subscription Services or Software to develop or enhance any (a) software that is not Software
including but not limited to any open source version of Software(such as"Liferay Portal Community Edition")or(b)derivative works of any software
that is not Software;or(8)developing Forked Software. If Customer uses any Subscription Services or Software for non-Liferay Software, Liferay may
seek payment from Customer of the Subscription Services Fees for each Unit for which Customer utilizes the Subscription Services or Software in
connection with such software that is not Software.
5. Subscription Term
Unless otherwise agreed by the parties in writing, Subscription Services will begin on the date Liferay accepts Customer's order for the applicable
Subscriptions(please note that the foregoing does not limit Customer's obligation to pay for Subscription Services that Customer previously used but
for which Customer has not paid)and will run for a term of twelve(12)months.Unless otherwise agreed in writing,Subscriptions have a minimum term
of twelve(12)months.Subscription Services may automatically renew for successive terms of one(1)year each upon mutual agreement of the parties.
The initial term and any renewal term are referred to as a"Subscription Term".
6. Available Subscription Services,Units,EULAs
Table 6 below sets forth various Subscriptions that Liferay offers,the applicable Unit, and the applicable EULA for Software.The Schedules listed in
Table 6 contain additional information concerning the scope of the Subscription Services.
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Table 6
Subscriptions Unit EULA Schedule*
DXP and certain applications:
Liferay Digital Experience Platform(DXP) Instance Attachment A Schedule 1.0
Workstation/Client-side software installations:Attachment B
Additional Software(defined in Schedule 1.D):
www.literay.com/legal/enterprise-search-eula
Liferay Enterprise Search Add-On Instance Schedule 1.D
Server-side Liferay Software enabling use of Additional Software:
Attachment A
Liferay Paid Apps**Enterprise Instance Attachment C Schedule 1.D
Designated Contact Add-On Designated N/A Schedule 1.E
Contacts
Extended Premium Support Instance N/A Schedule 1.E
Portal and certain applications:Attachment D
Liferay Portal Enterprise(EE)*** Instance Developer Studio:Attachment E Schedule 1.F
Diagnostic Tools:Attachment F
* For the avoidance of doubt,only those Schedules applicable to Subscriptions that Customer has purchased shall apply.
** Liferay Paid Apps describe a category of applications that Liferay makes available in Liferay Marketplace (www.literay.com/marketplace) as further
described in the applicable Schedule.
***Liferay Portal Enterprise(EE)is a legacy Subscription,which is only available for customers who wish to renew their existing Liferay Portal Enterprise
Subscriptions or order additional Units for existing Customer Applications until the"End of Service Life Date"as defined in Liferay's EOSL policy set
forth in Section 8 below
7. Support Services
Liferay will provide Support to Customer according to the following terms.
7.1 Severity Levels
Severity Levels are determined during a mutual discussion between Customer and Liferay,based on the business impact of the issue.
Severity 1 ("Critical") Incidents: A Severity 1 Incident means the (i) production system is severely impacted or completely shut down, or(ii) system
operations or mission-critical applications are inoperable, or (iii) mission-critical applications that have experienced repeated material system
interruptions that are effectively making the applications inoperable.
Severity 2 ("Major") Incidents: A Severity 2 Incident means (i) the system is functioning with limited capabilities, or (ii) is unstable with periodic
interruptions,or(iii)mission critical applications,while not inoperable,have experienced material system interruptions.
Severity 3("Minor")Incidents: A Severity 3 Incident means the system is fully functional, but there are observed errors that do not impact the usability
of the system.
Liferay will work on issues designated as Severity 1 twenty-four (24) hours a day, seven (7) days a week, ("24x7"), provided that if resolution of a
Customer's issue requires input from members of Customer's support team and they are not available to work during those hours, Liferay reserves the
right to lower the severity level to match the actual business impact,if applicable,until Customer's support team is available to support the incident on
a 24/7 basis.
7.2 Designated Contacts
Liferay will provide Support Services to Customer only through communication with the Designated Contacts. Customer may designate up to the
number of Designated Contacts described in the table below based on the number of Subscriptions for Production Purposes Customer has
purchased. Customer may add Designated Contacts by purchasing additional "Designated Contact Add-on" Subscriptions (as listed in Section 6).
Customer shall use commercially reasonable efforts to maintain consistent Designated Contacts during the relevant Subscription Term, provided that
Customer may change its Designated Contacts from time to time as a result of changes in employment responsibilities,transfers, leaves of absence,
resignation or termination of employment of such individual. Customer may not use a single Designated Contact to act as a mere forwarding service
for other of Customer's personnel.
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Table 7.2
Number of Subscriptions for Production Designated Contacts for Gold Support Level Designated Contacts for Platinum Support
Purposes Level
1 to 4 2 3
5to8 4 6
9to12 6 9
13 to 16 8 12
17 to 20 10 15
21 and over 12 18
7.3 Acknowledge Receipt Times
Customer may report Incidents to Liferay in accordance with the contact information listed within Liferay's Customer Portal, currently at
https://www.literay.com/group/customer/supporVcontact/world-wide-support. Once Customer has contacted Liferay about an Incident, Liferay will
provide an acknowledgement of receipt within the applicable time frame specified below,in accordance with Customer's appropriate Support Services
Level. Bug fixes will be delivered to Customer's Designated Contacts.As used in this Section, a receipt acknowledgment means a qualified Liferay
engineer has been assigned to the Incident and has begun to work to resolve the Incident.
Table 7.3(A)-Platinum Level
Severity Level Acknowledge Receipt Time
1 1 clock hour
2 2 Business Hours
3 1 Business Day
Table 7.3(13)-Gold Level
Severity Level Acknowledge Receipt Time
1 4 Business Hours
2 1 Business Day
3 2 Business Days
7.4 Support Exclusions
Liferay is not obligated to provide Support Services in the following situations:
i. Software has been modified,changed,damaged by Customer in any way,except as provided in the applicable Documentation or otherwise
as directed by or under agreement with Liferay,with or without malicious intent;
ii. the Incident is caused by Customer's negligence, malicious intent, hardware malfunction, or other causes beyond the reasonable control of
Liferay;
iii. the Incident is caused by Third-Party Software, unless the Third-Party Software causes the Software to not substantially conform to the
Documentation;
iv. Customer has been previously provided a fix for an Incident reported to Liferay and where Customer has not installed such fix within forty-
five(45)days after its being given to Customer;
V. the deployment environment is not approved or supported by Liferay,as identified at www.Iiteray.com/services/supporVcompatibiIity-matrix;
and/or
vi. Liferay has discontinued Services for the version of the Software in accordance with Liferay's End of Service Life(EOSL) Policy, a copy of
which can be found at www.literay.com/products/end-of-service-life.
Notwithstanding the above,Liferay may nevertheless,but is not obligated to,provide Support Services to Customer in the above cases(i)-(vi).
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7.5 Conditions for Providing Support
Prior to logging an Incident with Liferay, Customer will use commercially reasonable efforts to diagnose the nature of the Incident to ensure that it is
resident in the Software and not a third-party application or component. During the collaborative initial phase of reporting an Incident, Customer will
reciprocate a reasonable level of time and resources in accordance with the severity of Incident. Customer acknowledges that Liferay's ability to
perform certain Support Services may be conditioned upon access to and completeness of certain of Customer's information as reasonably requested
by Liferay. Such information may include, but is not limited to, the type of hardware Customer is using, a description of the Incident for which
Customer seeks Support Services,and any other additional software Customer is using.
8. End of Service Life(EOSL)Policy
During the Services life cycle of a specific version of Software,the scope of Software Maintenance and Support evolves and,after a number of years,
phases out for older versions of Software. The details of the Software Maintenance and Support life cycle are set forth at
www.literay.com/products/end-of-service-life. For certain Software, Liferay offers Extended Premium Support as described in Schedule 1.E to extend
the Premium Support Phase for a specific version of Software.
9. Web Based Delivery
Liferay will provide the Software(including any Updates)to Customer for electronic download from Liferay's website.
10. Acceptable Use Policy.
Subscription Services may include access to a variety of portals,websites,web pages, documents, discussion groups, blogs,applications and other
interactive services for Customer's use and consumption, such as for example, but without limitation, access to Liferay's Customer Portal, Liferay
Enterprise Support Application ("LESA"), or to Liferay Cloud Services. Customer must agree to comply with the Liferay Acceptable Use Policy, the
most recent version of which is available at www.literay.com/legal/doc/policiestaup/l001605 (the "Acceptable Use Policy"), which is incorporated
intothis Appendix, as a precondition to the use of such Services.
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SCHEDULE 1.A: LIFERAY LEGAL ASSURANCE FOR GOVERNMENT CUSTOMERS
This Legal Assurance Program ("Program") describes certain intellectual property assurances described below that Liferay offers to Government
Customers as a Subscriptions Benefit for Assured Software(as defined in Section 1 below)in addition to one or more other Subscription Benefits such
as Customer Portal Access, Cloud Services, Software Maintenance or Support as further described in the Subscription Services Appendix to which
this Schedule is attached (Subscriptions including Legal Assurance are referred to as "Eligible Subscriptions"). The effective date of this Program
("Program Effective Date")is the date Government Customer accepts the terms of the Subscription Services Appendix including this Schedule as an
integral part of the Order Form governing the Eligible Subscriptions.
There is no additional or separate Fee associated with Government Customer's participation in this Program. By accepting the terms of this Program
as part of the Order Form,the Program automatically applies to Assured Software(as defined in Section 1 below).This Program applies regardless of
whether Government Customer purchases the Eligible Subscription directly from Liferay or a Business Partner, provided that it is a valid Subscription
evidenced by an active registration in Government Customer's Liferay Customer Portal account.
1. Injunctive Relief
If an injunction is sought, obtained or in Liferay's opinion is likely to be sought or obtained against a Government Customer's use of the Liferay
Software and/or Documentation as a result of a third party infringement claim, Liferay may, at its sole option and expense and within commercially
feasible means,(i) replace or modify the affected Software with functionally equivalent software so that it does not infringe;or(ii) request return of the
Software and,upon receipt thereof,terminate the Order Form and the Agreement and provide Government Customer a pro rate refund based upon the
time period remaining under the applicable Order Form.
2. Notice of Intellectual Property Claims
Government Customer shall give Liferay reasonable notice and the opportunity to participate in all legal proceedings and settlement discussion with
respect to any claim or action of any kind against Government Customer involving an copyright, patent,trademark or other intellectual property right
violation regarding the Software and/or Documentation to the maximum extent permitted under federal law.
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SCHEDULE 1.113: LIFERAY CLOUD SERVICES
1. General
This Schedule sets forth the terms and conditions ("Terms of Service") for Customer's use of hosted applications, including any related
Documentation and application programming interfaces(collectively the"Cloud Services"),that Liferay offers as a Subscription Benefit to the extent
that Cloud Services are identified in the applicable Schedule for such Subscription.
Customer must also agree to comply with the Liferay Acceptable Use Policy as a precondition to the use of Cloud Services.These Terms of Service
are in addition to the terms and conditions contained in the Appendix to which this Schedule is attached and supersede the terms of the Appendix in
case of a conflict with respect to the Cloud Services.
2. Rights to the Cloud Services
Subject to the restrictions set forth in this Schedule below,to Customer's compliance with the other terms and conditions for Subscription Services
established in the Appendix, and to the Acceptable Use Policy, Liferay grants to Customer a non-transferable, non-exclusive, worldwide, non-
sublicensable right to use the Cloud Services limited to the applicable Subscription Term and limited to and in connection with the Units for which
Customer has purchased Subscription Services from Liferay or a Business Partner. Customer acquires only the right to use the Cloud Services and
does not acquire any rights of ownership in the Cloud Services.Liferay reserves all rights to the Cloud Services not expressly granted to Customer.
3. Restrictions,Intellectual Property Rights
3.1 The rights granted to Customer under these Terms of Service do not authorize Customer (nor may Customer allow any third parry) to: (i) reverse
engineer,translate, modify, loan,convert or apply any procedure or process to the Cloud Services in order to ascertain,derive,and/or appropriate for
any reason or purpose,the source code or source listings of the software utilized by Liferay in the provision of the Cloud Services or any trade secret
information or process contained in the Cloud Services(except as permitted under applicable law);(ii)execute or incorporate other software(except for
approved software as more particularly identified in the Documentation or specifically approved by Liferay in writing)into the Cloud Services,or create
a derivative work of any part of the Cloud Services including but not limited to,any software utilized by Liferay in the provision of the Cloud Services;
(iv)remove any product identification,trademarks,trade names or titles,copyrights, legends or any other proprietary marking in the Cloud Services;or
(v)disclose the results of any benchmarking of the Cloud Services(whether or not obtained with Liferay's assistance)to any third party.
3.2 Customer is hereby notified that the Cloud Services may contain or be subject to time-out devices,counter devices,and/or other devices intended to
ensure the limits of the rights granted to Customer under these Terms of Service will not be exceeded ("Limiting Devices"). If the Cloud Services
contain or are otherwise subject to Limiting Devices, Liferay will provide Customer with materials necessary to use the Cloud Services to the extent
permitted.Customer may not tamper with or otherwise take any action to defeat,disable or circumvent a Limiting Device or timing or use restrictions
that are built into,defined or agreed upon,regarding the Cloud Services,including but not limited to,resetting the Unit amount.
3.3 Customer acknowledges and agrees that title to the Cloud Services including but not limited to,any software utilized by Liferay in the provision of the
Cloud Services and each component,copy and modification, including but not limited to all derivative works, improvements or upgrades("Derivative
Works") whether made by Liferay, Customer or on Liferay's or on Customer's behalf, including those made at Customer's suggestion and all
associated intellectual property rights, are and shall remain the sole and exclusive property of Liferay, its Affiliates and/or its licensors. As between
Customer and Liferay, Customer shall own all independently developed code and documentation and any associated intellectual property rights
developed by Customer or on Customer's behalf that are separate from the code base of the Cloud Services(i.e.non-Derivative Works).
4. Customer Data
Additional information as to what and how customer data is processed through Liferay Connected Services can be found here:
https:Hliferay.com/legal/cloud-services-data.
5. Availability.
Liferay will use commercially reasonable efforts to make Cloud Services available twenty-four(24) hours a day, seven (7)days a week, except for(i)
planned downtimes or (ii) any unavailability of the Cloud Services caused by circumstances beyond Liferay's reasonable control, including, without
limitation any Force Majeure Event,delays and downtimes of Liferay's or Customer's hosting or internet-service-providers.
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SCHEDULE 1.C: LIFERAY DIGITAL EXPERIENCE PLATFORM SUBSCRIPTIONS
1. Liferay Digital Experience Platform Subscriptions
A Liferay Digital Experience Platform("DXP")Subscription provides Customer the following Subscription Benefits during the Subscription Term and on
a per Unit basis:Customer Portal Access,Software Maintenance,Support,Cloud Services and Legal Assurance.
The Unit by which Liferay measures a Customer's use of the Liferay DXP Subscription Services is an Instance of the DXP component known as
"Liferay Digital Enterprise."The price per Unit is defined by the Sizing of the Instance.Customers must purchase the appropriate number and type of
Liferay DXP Subscriptions based on the number and Sizing of Instances of Liferay Digital Enterprise as described in the following table:
Sizing Number of Cores or vCPUs that will be accessible by each Instance
1 Up to eight(8)
2 Up to twelve(12)
3 Up to sixteen(16)
4 Seventeen(17)or more
If the number of Instances that Customer deploys, installs, uses or executes exceeds the number of Instances for which Customer has an active
Liferay DXP Subscription, Customer is required to purchase additional Liferay DXP Subscriptions to cover this exceeding number of Instances. If
Customer's Liferay DXP Subscription is used for an Instance that exceeds the allotted Sizing for such Instance, Customer is required to purchase the
appropriate Sizing of Instance to cover the exceeded capacity.
Liferay DXP Subscriptions are available in two Support Levels-Gold and Platinum.
Liferay DXP Subscriptions are priced depending on the Designated Purpose.Liferay DXP Subscription pricing is available for the following Designated
Purposes:Non-Production,Production or Backup.
Within each unique Customer Application (i) Customer shall maintain all DXP Subscriptions at the same Support Level for all Units (for clarity,
Customer may not purchase Platinum Support Services Level for one Unit and Gold Support Services Level for any additional Units deployed within a
Customer Application,independent of whether such Units are used for Production Purposes,Backup Purposes or for Non-Production Purposes);and,
(ii)Customer is required to maintain at least one(1)Subscription for Production Purposes and one(1)Subscription for Non-Production Purposes.
For Development Purposes, Customer's Liferay DXP Subscription includes developer licenses accessible through the Customer Portal during the
Subscription Term. Each developer license provides Customer an entitlement to use the Liferay Digital Enterprise Solution for Development Purposes
only and limited to use on one(1)development workstation and for up to ten(10)unique IP addresses,as further described in the applicable EULA.
2. Supplemental Software Conditions
Liferay DXP Subscriptions also include access to Software solutions and tools for download from Liferay's website. Except for the cases listed below,
the Software is licensed under the DXP EULA (attached as Attachment A) and the DXP Subscription includes access to Software Maintenance,
Support and Legal Assurance for such Software.
• Workstation and Client-Side installations of Software. Some Software provided as part of DXP is designed to be used on workstations, e.g.
Software provided for Development Purposes or to be used on the client-side as connectors to server based software. These Software
components are identified at https:Hliferay.com/legal/client-side and subject to the EULA attached hereto as Attachment B. Any Updates in
response to Incidents reported for workstation and client-side installations of Software are generally limited to new versions and releases of the
affected Software due to additional collaboration required with development teams for analysis of root causes. Liferay may nevertheless provide
software fixes,updates,upgrades,enhancements,additions,corrections,modifications,when and if they are made available.
• Free Liferay Subscription Apps. Access to Free Liferay Subscription Apps is included with a Liferay DXP Subscription without additional
Subscription Fees and made available in the"Subscription App"category of Liferay's Marketplace(displayed as"Free"Apps),rather than through
Customer Portal.
• Liferay Lab Apps.Liferay provides certain preview-based technology called"Liferay Labs Apps"without any Subscription Benefits.
3. Cloud Services
With Customer's Liferay DXP Subscription, Customer also receives access to Cloud Services solutions for use through Liferay's website. Except for
the cases listed below the Cloud Services are provided under the Terms of Service set forth in Schedule 1.B.Please note that to the extent the features
and/or functionality of some Cloud Services provided as part of Liferay DXP are limited according to the Documentation, Liferay may offer Add-on
Subscriptions that extend the available features and/or functionality.
• Liferay Connected Services
Liferay Connected Services("LCS")are Cloud Services that allow Customer to manage and monitor Customer's Liferay DXP Subscriptions.
Use of LCS requires the download and installation of Software that is available for electronic download from Liferay's website and that is
licensed under the DXP EULA referenced above,while use of the Cloud Services made available through such Software is governed by the
Terms of Service set forth in Schedule 1.13.
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SCHEDULE 1.D: LIFERAY ADD-ON AND PAID APPS ENTERPRISE SUBSCRIPTIONS
1.Liferay Add-On Subscriptions
Add-On Subscriptions are those Subscriptions that Liferay makes available to add additional functionality or capacity to an existing Liferay DXP
Subscription as further described below. An Add-On Subscription requires an active Liferay DXP Subscription at the time of purchase. Add-On
Subscriptions entitle Customer to Customer Portal Access as a Subscription Benefit,as well as any other Subscription Benefits set forth below.
1.1 Enterprise Search
A Liferay DXP Subscription as described in Schedule 1.0 includes a Third Party Software search server by default.Liferay offers two Enterprise Search
Add-On Subscriptions-Standard and Premium -that provide additional Third Party Software("Additional Software")for additional functionality as
follows:
• The Standard Enterprise Search Add-On Subscription includes additional monitoring capabilities
• The Premium Enterprise Search Add-On Subscription includes additional monitoring and security capabilities
In addition, both the Standard and Premium Enterprise Search Add-On Subscription include Support and Maintenance for both the default search
server and the Additional Software as applicable, provided that Support (i) requires an active underlying Liferay DXP Subscription and (ii) will be
provided by Liferay at the same Support Level as the underlying Liferay DXP Subscription. Any provider of such Third Party Software will have no
obligation to provide support directly to Customer.
The Additional Software is made available for download from the Third Party Software provider's website with the purchase of the applicable Add-On
Subscription and is licensed under the EULA(s)located at:www.literay.com/legal/enterprise-search-eula.Any server-side Liferay Software that enables
the use of the Additional Software provided under either Enterprise Search Add-On Subscription is governed by the terms and conditions of the Liferay
DXP EULA as set forth in Appendix,Table 6 above.
The Unit for Enterprise Search Add-on Subscription is an Instance.
Enterprise Search Add-On Subscriptions and the Additional Software may only be used with Liferay DXP Software.
2.Liferay Paid Apps Enterprise Subscriptions
Liferay Paid Apps are those Liferay Subscription Apps that are subject to Fees(displayed as"Paid"Apps)and are not Free Liferay Subscription Apps
from Liferay. Liferay Paid Apps require an active Liferay Portal Enterprise or Liferay DXP Subscription at the time of purchase. A Liferay Paid App
Subscription may only be used with Liferay Software.
A Liferay Paid App Enterprise Subscription provides Customer the following Subscription Benefits during the Subscription Term and on a per Unit
basis: Customer Portal Access, Software Maintenance, Support and Legal Assurance, provided that Support requires an active underlying Liferay
Portal Enterprise or Liferay DXP Subscription.The Support Level is dependent on the Support Level for Customer's underlying Liferay Portal Enterprise
or Liferay DXP Subscription.
The Unit for Liferay Paid Apps Enterprise Subscriptions is an Instance.
Liferay Paid App Enterprise Subscriptions are available as "Standard" and "Developer"versions.The Developer versions have a limitation of ten(10)
unique IP addresses.
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SCHEDULE 1.E: LIFERAY ENHANCED SUPPORT SUBSCRIPTIONS
1. Designated Contact Add-on Subscription
Designated Contact Add-on Subscriptions are available as optional add-on Subscriptions to an active Liferay Portal Enterprise or Liferay DXP
Subscription,if Customer maintains Support Levels Gold or Platinum.
Designated Contact Add-on Subscriptions entitle Customer to an additional Designated Contact. The Unit for Designated Contact Add-on
Subscriptions is the number of additional Designated Contacts.
2. Extended Premium Support Subscription
The Extended Support Subscription extends the benefits associated with the Premium Support Phase for Software Maintenance and Support beyond
the end of Premium Support Phase, as defined in Liferay's End of Service Life (EOSL) Policy, a copy of which can be found at
www.literay.com/products/liferay-portal/ee/end-of-service-life. Extended Premium Support Subscriptions must be purchased before the Premium
Support Phase ends(as defined in Liferay's End of Service Policy located at www.liferay.com/products/liferay-portal/ee/end-of-service-life).
Each Extended Premium Support Subscription requires an underlying and active Liferay Portal Enterprise or Liferay DXP Subscription with Gold or
Platinum Support. For example, the Liferay Extended Premium Support Subscription is not available for Customer Applications for which Customer
does not have an active Liferay Portal Enterprise or Liferay DXP Subscription.
If purchased, the Extended Premium Support Subscription is provided for a period of up to three (3) years immediately following the end of the
Premium Support Phase.The Unit, Designated Purpose and Support Level for Liferay Extended Premium Support Subscriptions are the same as for
Customer's underlying active Liferay Portal Enterprise or Liferay DXP Subscription.
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SCHEDULE 1.F: LIFERAY PORTAL ENTERPRISE SUBSCRIPTION
1. Liferay Portal Enterprise Subscriptions
A Liferay Portal Enterprise Subscription provides Customer the following Subscription Benefits during the Subscription Term and on a per Unit basis:
Customer Portal Access,Software Maintenance,Support and Legal Assurance.
Customer Portal Access includes access to the Liferay Portal Software as well as access to certain additional software (the "Supplemental
Software"),subject to the Supplemental Software Conditions described in Section 2 below;
The Unit by which Liferay measures a Customer's use of the Liferay Portal Enterprise Subscription Services is an Instance. The price per Unit is
defined by the Sizing of the Instance.Customers must purchase the appropriate number and type of Liferay Portal Enterprise Subscriptions based on
the number and Sizing of Instances as described in the following table:
Sizing Number of Cores or vCPUs that will be accessible by each Instance
1 Up to eight(8)
2 Up to twelve(12)
3 Up to sixteen(16)
4 Seventeen(17)or more
If the number of Instances that Customer deploys, installs, uses or executes exceeds the number of Instances for which Customer has an active
Liferay Portal Enterprise Subscription, Customer is required to purchase additional Liferay Portal Enterprise Subscriptions to cover this exceeding
number of Instances. If Customer's Liferay Portal Enterprise Subscription is used for an Instance that exceeds the allotted Sizing for such Instance,
Customer is required to purchase the appropriate Sizing of Instance to cover the exceeded capacity.
Liferay Portal Enterprise Subscriptions are available in two Support Levels-Gold and Platinum.
Liferay Portal Enterprise Subscriptions are priced depending on the Designated Purpose. Liferay Portal Enterprise Subscription pricing is available for
the following Designated Purposes:Non-Production,Production or Backup.
For Development Purposes, Customer's Liferay Portal Enterprise Subscription includes developer licenses accessible through the Customer Portal
during the Subscription Term. Each Liferay Portal developer license provides Customer an entitlement to use Liferay Portal Software for Development
Purposes only and limited to use on one(1)development workstation and for up to ten(10)unique IP addresses,as further described in the applicable
EULA.
2. Supplemental Software Conditions
With Customer's Liferay Portal Enterprise Subscription Customer also receives Customer Portal Access to additional Software including access to
certain Subscription Services described as follows:
• Liferay Developer Studio
Liferay Developer Studio is licensed under and subject to its own EULA,and includes access to Software Maintenance and Legal Assurance,
but not Support.
• Free Liferay Subscription Apps
Free Liferay Subscription Apps are those Liferay Subscription Apps that Liferay makes available in the Subscription App category of its
Marketplace free of charge(displayed as"Free"Apps). Free Liferay Subscription Apps come with access to Software Maintenance,Support
and Legal Assurance that are the same as Customer's Liferay Portal Enterprise Subscription. Free Liferay Subscription Apps are licensed
under and subject to the EULA for Liferay Portal Software.
• Diagnostic Tools
Liferay Diagnostic Tools are a set of plugin "portlets" designed to analyze and diagnose Incidents during the Subscription Term of
Customer's Liferay Portal Enterprise Subscription.Customer may use the Diagnostic Tools to analyze and diagnose possible sources for an
Incident, e.g. by generating reports for Liferay support team members comparing Customer's configuration settings with suggested
configuration settings. Customer's installation and use of the Diagnostic Tools is optional.Customer's use of the Diagnostic Tools is limited
to the duration of the Subscription Term of the underlying Liferay Portal Enterprise Subscription,is subject to the same Subscription Benefits
as the underlying Liferay Portal Enterprise Subscription and is subject to its own EULA.
Please note: Liferay provides certain preview-based technology called "Liferay Labs Apps" that are provided without any Subscription
Benefits and licensed under and subject to the EULA for Liferay Portal Software.
3. Cloud Services
Liferay Connected Services ("LCS") are the only Cloud Services that are available as part of a Liferay Portal Enterprise Subscription and allow
Customer to manage and monitor Customer's Liferay Portal Enterprise Subscriptions. Use of LCS requires the download and installation of Software
that is available for electronic download from Liferay's website and is licensed under the DXP EULA referenced above,while use of the Cloud Services
made available through the Software is governed by the Terms of Service.
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°°:: LIFERAY
SCHEDULE 1.G: LIFERAY CLOUD DEPLOYMENTS
1. General
This Schedule establishes the terms and conditions under which Customer may use Subscription Services including any Software in a third party's
("Provider") hosted computing infrastructure of shared resources that provides Virtual CPUs to Customer on-demand ("Cloud"). These terms and
conditions are in addition to the terms and conditions contained in the Appendix to which this Schedule is attached and supersede the terms of the
Appendix in case of a conflict. These terms and conditions are separate from and in addition to any agreement between Customer and a Provider.
Fees for Subscription Services do not include any Provider Cloud services.Liferay is not a party to Customer's agreement with the Provider and is not
responsible for providing access to or support for a Provider's Cloud or any other obligations of Provider under such separate agreement.
2. Eligible Subscriptions and Units
The following table sets forth the Liferay Subscriptions eligible for use in a Provider's Cloud ("Portable Subscriptions") and the applicable Unit for
Customer's Portable Subscriptions for both physical deployments and in a Provider's Cloud. Certain software components or functionality of the
Software contained in the Subscription(or Add-on Subscription)may not be available or supported when used in the Provider's Cloud.
Table 2
Portable Subscription Unit when used for physical deployments or within a Provider's Cloud
Liferay Digital Experience Platform Instance
Liferay Portal Enterprise Instance
Liferay Paid Apps Enterprise Instance
Extended Premium Support Instance
3. Preconditions
Customer may transfer Customer's Subscriptions to and use the Subscriptions in a Provider's Cloud provided that Customer (i) complies with the
Agreement and the Appendix, including this Schedule and (ii) completes the registration within the Liferay Customer Portal at
www.literay.com/group/customer/forms/cloud-registration.
4. Subscription Services in the Cloud
4.1 Use of Subscription Services in the Cloud
Customer may use the Subscription Services and Software only for Customer's own internal use within a Provider's Cloud(which includes Customer's
internal use to operate a web site and/or to offer Customer's own software as a service, provided such web site or service does not include a
distribution of the Software or Subscription Services,in whole or in part).Distributing the Software or any portion of the Subscription Services to a third
party or using any of the Subscription Services for the benefit of a third party is a material breach of the Agreement, even though the open source
licenses applicable to individual components of the Software may give Customer the right to distribute those components(and this Agreement is not
intended to interfere with Customer's rights under those individual licenses).
4.2 Access to Software and Software Maintenance
Software available through Customer Portal Access and associated Software Maintenance including any Updates will be made available to Customer
for download for transfer by Customer to the Cloud. The Software is governed by the End User License Agreement referenced in Table 6 of the
Appendix as applicable.
4.3 Support
Liferay will provide support for Units deployed in a Provider's Cloud to Customer pursuant to the terms of the Appendix.
5. Subscription Term
A transfer of Subscriptions to a Provider's Cloud does not change the Subscription Term.
6. Reporting
Customer agrees that the number of simultaneous Units Customer deploys, installs, uses or executes in a Provider's Cloud will not exceed the
equivalent total number of Units transferred from a physical environment. If Customer deploys, installs, uses or executes more Units in a Provider's
Cloud or uses any Subscription Services, including any Software, outside the Provider's Cloud, Customer will promptly notify Liferay in writing and
Customer is required to purchase Subscriptions in a quantity equal to the total number of Units (including variants or components thereof) that
Customer deploys, installs, uses or executes as set forth in the Appendix, including this Schedule. Failure to comply with this Section 6 will be
considered a material breach for the purposes of the Agreement,and will(without limiting its other rights or remedies)entitle Liferay to pursue its rights
under the Contract Disputes Act and other applicable Federal statute.
Page 13 of 13 1301605_USGOV
ATTACHMENT A
EULA: LIFERAY DIGITAL EXPERIENCE PLATFORM AND CERTAIN APPLICATIONS
This End User License Agreement ("EULA") governs the use of Liferay Digital Enterprise, Free Liferay Subscription Apps (as defined below), Liferay
Labs Apps software and certain other Liferay Digital Experience Platform software components and applications that include or refer to this license
including any related updates, upgrades, versions, appearance, source code, structure, organization, Documentation (as defined below) and
application programming interfaces(collectively the"Software"),regardless of the delivery mechanism.
PLEASE READ THIS EULA CAREFULLY BEFORE ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE. BY
CLICKING YOUR ASSENT OR ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE, YOU SIGNIFY YOUR
ASSENT TO AND ACCEPTANCE OF THIS EULA AND ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THE TERMS.IF YOU
ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT,THEN YOU MUST NOT ACCESS,
DOWNLOAD,INSTALL OR IN ANY WAY USE THE SOFTWARE.
1. Definitions "Permissible Extension Methods" means the permitted methods of
"Affiliates" means in the case of a company, an entity that owns or extending the Software defined in the Documentation, such as using
controls, is owned or controlled by, or is under common control or the Liferay Plugins SDK and developing Liferay EXT Plugins.
ownership with a party, where 'control' is the possession, direct or
indirect, of the power to direct or cause the direction of the "Subscription Services" means fee-bearing Liferay subscriptions for
management and policies of an entity, whether though ownership of certain value-added services provided for a defined period of time and
voting shares,by contract or otherwise. related to the Software.
"Business Partner" means an organization authorized by Liferay, "Subscription Term" means the initial and any renewal term of
directly or indirectly, to promote, market, sell, resell, distribute and Subscription Services.
support the Software.
"Third Party Software" means software program, computer code,
"Designated Purpose" means the specific use case and purpose for programming libraries, application programming interfaces, or other
which You utilize the Software and the associated Subscription materials, (i)the intellectual property rights of which are not owned by
Services, i.e. either "Non-Production", "Production" or "Backup" Liferay or its Affiliates and (ii) which is licensed under terms and
Purposes. "Non-Production Purposes" means using the Software conditions outside the scope of this EULA as further specified in
solely in a non-production environment, generally for the purposes of Section 2 below.
dev-integration, testing, quality assurance, staging, and user
acceptance testing but excluding Development Purposes. "Unit"means an Instance.
"Production Purposes" means using the Software in a production
environment, generally to service live requests and to use live data "You" means, as applicable, the individual or the entity on whose
and Software. "Backup Purposes" means using the Software solely behalf the individual is acting and "Your" shall be construed
in a backup or secondary environment that is (i) periodically or accordingly.
regularly receiving backups of data from Instances used for
Production Purposes; (ii) not servicing requests; and (iii) used for the 2. License Grant
purpose of disaster recovery and/or serving as a backup in case a live Subject to the restrictions set forth in this Section 2 and Sections 3
Instance used for Production Purposes fails. and 4 below and subject to Your compliance with the other terms and
conditions of this EULA, Liferay grants to You a perpetual, non-
"Development Purposes" means using the Software for the specific transferable, non-exclusive, worldwide, non-sublicensable license, to
purpose of building software that runs with or on the Software. use the Software. You may use the Software solely for Your internal
business operations (which includes us by or on behalf of Your
"Documentation" means the documentation generally made available Affiliates and Affiliates shall not be considered a third party for the
by Liferay in conjunction with Software at dev.life ray.com. purposes of this Section, provided that You remain responsible for the
Affiliates' compliance with terms of this EULA). The foregoing
"Forked Software" means modifications to the Software source code sentence is not intended to limit Your internal use of the Software to
to develop a separately maintained source code program (a) with operate a web site and/or to offer Your own software as a service,
features not present in the Software source code or (b) where provided such web site or service does not include a distribution of
modifications to the original source code of the Software are not the Software, in whole or in part. You may extend the Software
automatically integrated with the original source code of the Software. through Permissible Extension Methods. You acquire only the right to
use the Software and do not acquire any rights of ownership in the
"Free Liferay Subscription Apps" are those Liferay Subscription Software. Liferay reserves all rights to the Software not expressly
Apps that Liferay makes available in the Subscription App category of granted to You. The Software is provided with certain Third Party
its Liferay Marketplace free of charge(displayed as"Free"Apps). Software. Each Third Party Software item is licensed to You under the
applicable license terms and conditions set forth at
"Instance"means one(1)copy of the Software. www.liferay.com/third-party-software and in a file accompanying the
Software and Your use of any Third Party Software shall be subject to
"Liferay" means Liferay, Inc. with a principal place of business at such terms and conditions. The license granted to You under this
1400 Montefino Avenue,Diamond Bar,CA 91765. EULA pertains solely to Your use of the Software and nothing in this
EULA is intended to limit Your rights under, or grant You rights that
"Limiting Devices" means time-out devices, counter devices, and/or supersede, the license terms of any Third Party Software. The
other devices intended to ensure the limits of the license granted to Software may be used by or for You on Your premises, or within a
You under this EULA will not be exceeded. third party data center, provided that(i)You remain responsible for all
of Your obligations under this EULA and for the activities and
omissions of the third party data center, and (ii) You control the
Page 1 of 3 1001605_NA
�• L I F E RAY End User License Agreement
Liferay DXP
access to the Software (which control of access does not require derivative works, improvements or upgrades ("Derivative Works")
physical control and instead may be accomplished through the use of whether made by Liferay, You or on Liferay's or on Your behalf,
appropriate contractual provisions with the data center operator). You including those made at Your suggestion and all associated
may use third party contractors to assist with the installation and use intellectual property rights, are and shall remain the sole and exclusive
of the Software on Your or Your Affiliates' behalf and only for Your property of Liferay, its Affiliates and/or its licensors. As between You
own internal business use, provided that You will remain responsible and Liferay, You shall own all independently developed code and
for all of Your obligations under the this EULA and for the activities documentation and any associated intellectual property rights
and omissions of the third parties. developed by or on behalf of You, including but not limited to code
extensions to the Software developed by using the Permissible
3. Purpose and Unit Restrictions Extension Methods that are separate from the code base of the
Your use of the Software is restricted to the total number of Units and Software(i.e. non-Derivative Works).You agree to assign, and hereby
to the Designated Purpose for which You have acquired Subscription irrevocably and unconditionally assign to Liferay, in perpetuity and
Services from Liferay or a Business Partner. Use of the Software for without further consideration, all right, title and interest in and to all
Development Purposes requires a developer license (licenses can be Derivative Works created by or on behalf of You, and all intellectual
self-provisioned free of charge during a Subscription Term),that limits property rights therein or relative thereto. To the extent such
Your use to one(1)developer workstation and up to ten(10)unique IP intellectual property rights cannot(as a matter of law) be assigned by
address connections. You may only use a developer license for You to Liferay, You unconditionally and irrevocably grant to Liferay a
Development Purposes. perpetual, non-terminable,exclusive(without reservation), royalty-free,
fully-paid, right and license, with the right to sublicense through
4. Restrictions,Intellectual Property Rights multiple tiers of sublicensees, under any and all such rights: (i) to
reproduce, create derivative works of, distribute, publicly perform,
4.1 The license granted to You under this EULA does not authorize You publicly display, digitally transmit and otherwise use the Derivative
(nor may You allow any third party, specifically non-employees of Works in any medium or format, whether now known or hereafter
Yours)to:(i)copy,reproduce,use,sublicense, rent,lease or otherwise discovered; (ii)to use, make, have made,sell,offer to sell, import,and
distribute or allow third party access to the Software except as otherwise exploit any product or service based on, embodying,
expressly authorized hereunder; (ii) decompile, disassemble, reverse incorporating or derived from the Derivative Work(s) and (iii) to
engineer, translate, modify (except through Permissible Extension exercise any and all other present or future rights in the same. You
Methods, if applicable), loan, convert or apply any procedure or also confirm that any relevant moral rights in the Derivative Works
process to the Software in order to ascertain, derive, and/or have been waived, or if such rights are unwaivable, You agree to not
appropriate for any reason or purpose, including the Software source enforce such rights, and for the avoidance of doubt this waiver and
code or source listings or any trade secret information or process agreement shall extend to Liferay's licensees and successor in title.At
contained in the Software(except as permitted under applicable law); Liferay's request and expense, You shall execute and deliver such
(iii) execute or incorporate other software (except for approved instruments and take such other action as may be reasonably
software as more particularly identified in the Documentation or requested by Liferay to perfect or protect Liferay's rights in the
specifically approved by Liferay in writing) into Software, or create a Software and Derivative Works.
derivative work of any part of the Software (except through
Permissible Extension Methods, if applicable);(iv)remove any product 5. Disclaimer of Warranty
identification, trademarks, trade names or titles, copyrights, legends TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,THE
or any other proprietary marking on the Software; (v) disclose the SOFTWARE IS PROVIDED AND LICENSED "AS IS" WITHOUT
results of any benchmarking of the Software (whether or not obtained WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED,
with Liferay's assistance)to any third party; (vi)attempt to circumvent INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF
any user limits or other license,timing or use restrictions that are built QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND
into, defined or agreed upon, regarding the Software; (vii) use any of FITNESS FOR A PARTICULAR PURPOSE, AND SUCH IMPLIED
Liferay's intellectual property rights protected by applicable laws and WARRANTIES, ANY OTHER WARRANTIES, REPRESENTATIONS,
contained in or accessible through the Software for the purpose of CONDITIONS AND TERMS,EXPRESS OR IMPLIED(AND WHETHER
building a competitive product or service or copying its features or IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING,
user interface, (viii) use the Software to develop or enhance any (a) TRADE USAGE OR OTHERWISE)ARE HEREBY EXCLUDED TO THE
open source version of Software (including but not limited to any FULLEST EXTENT PERMITTED BY LAW. LIFERAY DOES NOT
Liferay labeled community edition of the Software) or (b) derivative WARRANT THAT (1) THE SOFTWARE WILL MEET YOUR
works of any open source version of the Software; or (ix) develop REQUIREMENTS, (11) THE USE OF THE SOFTWARE WILL BE
Forked Software. UNINTERRUPTED OR ERROR FREE, (111) THE SOFTWARE WILL
COMPLY WITH REGULATORY REQUIREMENTS APPLICABLE TO
4.2 You are hereby notified that the Software may contain Limiting YOU OR APPEAR PRECISELY AS DESCRIBED IN THE
Devices. If the Software contains Limiting Devices, Liferay will provide ACCOMPANYING DOCUMENTATION.YOU AGREE THAT YOU ARE
You with materials necessary to use the Software to the extent SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE
permitted. You may not tamper with or otherwise take any action to USE OF THE SOFTWARE.
defeat, disable or circumvent a Limiting Device or other control
measure, including but not limited to, resetting the Unit amount. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
Except as permitted herein, any attempt to assign, transfer or DISCLAIMER,THE SOFTWARE IS NOT SPECIFICALLY DESIGNED,
sublicense the Software to any third party will be void.You may make MANUFACTURED OR INTENDED FOR USE IN (1) FACILITIES OR
any reasonable number of copies of the Software for data archival ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE,
purposes. To the extent a license key is attached to a specific INCLUDING BUT NOT LIMITED TO (A) THE PLANNING,
machine, which for example may be identified by a MAC address or CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT
host name,You can transfer the license from one machine to another, OPERATION OF NUCLEAR FACILITIES,(B)AIRCRAFT NAVIGATION,
provided that this does neither increase the total number of covered CONTROL ORCOMMUNICATION SYSTEMS,WEAPONS SYSTEMS,
Units nor change the Designated Purpose. (C) DIRECT LIFE SUPPORT SYSTEMS OR (2) SIMILAR ULTRA-
HAZARDOUS OR STRICT LIABILITY ACTIVITIES AND YOU ARE
4.3 You acknowledge and agree that title to the Software and each SOLELY RESPONSIBLE AND EXPRESSLY ASSUME ALL RISK FOR
component, copy and modification, including but not limited to all ANYSUCH USE.
Page 2 of 3 1001605_NA
�• L I F E RAY End User License Agreement
Liferay DXP
6. Exclusion and Limitation of Liability,Risk Allocation development or production of nuclear, chemical or biological
weapons, or rocket systems, space launch vehicles, or sounding
6.1 Exclusion of Liability rockets or unmanned air vehicle systems; and (v) acknowledge and
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, agree that if You export, re-export, or transfer the Software to eligible
IN NO EVENT WILL LIFERAY OR ANY OF ITS AFFILIATES HAVE ANY recipients, then You shall: (a) strictly comply will all applicable export
LIABILITY TO YOU OR YOUR AFFILIATES, UNDER ANY LEGAL OR control laws, (b) obtain all necessary licenses and permits, including
EQUITABLE THEORY,WHETHER IN CONTRACT,TORT(INCLUDING, those required by the EAR; and (c) submit all reports required by the
WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, Commerce Department's Bureau of Industry and Security, which
STATUTE OR OTHERWISE,FORORIN CONNECTION WITH: include the name and address (including country) of each transferee.
Liferay will not have any liability for the failure to obtain a U.S. export
(I) ANY ECONOMIC LOSSES, LOSS OF REVENUE, LOSS OF license to export the Software. You further acknowledge and agree
CUSTOMERS OR BUSINESS, LOSS OF OR DAMAGE TO that countries including the United States may restrict the import, use,
REPUTATION ORGOODWILL,LOSS OFANTICIPATED PROFITS, or export of encryption products (which may include the Software)
LOSS UNDER OR IN RELATION TO ANY OTHER CONTRACT, and agree that You shall be solely responsible for compliance with any
LOSS OF DATA OR INTERRUPTION OF SERVICES, LOSS OF such import, use, or export restrictions. You shall indemnity Liferay,
ANTICIPATED SAVINGS OR BENEFITS,OR COVER COSTS OR including its officers, directors and agents from all losses and liabilities
ANALOGOUS COST RELATED TO THE PROCUREMENT OF (including reasonable attorneys fees and court costs)arising from any
REPLACEMENT SERVICES OR SOFTWARE; breach of Your representations, warranties or obligations under this
Section.
(II) ANY LOSSES,COSTS,EXPENSES OR DAMAGES ARISING OUT
OF OR IN CONNECTION WITH ANY MALFUNCTIONS, 8. General
REGULATORY NON-COMPLIANCE, DELAYS, PRODUCT If any provision of this EULA is held to be unenforceable, such ruling
LIABILITY,RELIANCE,BREACH OFANY IMPLIED DUTY;OR shall not affect the enforceability of the remaining provisions. The
affected provision(s)will be deemed amended to the minimum extent
(III) ANY LOSSES,COSTS,EXPENSES OR DAMAGES OTHER THAN necessary to render it valid and enforceable in conformity with
DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, ANY applicable law and parties' intent as expressed in this EULA. This
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, EULA shall be governed by the laws of the State of New York and of
CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS the United States, without regard to any conflict of laws provisions.
OR EXPENSES. The rights and obligations of the parties to this EULA shall not be
governed by the United Nations Convention on the International Sale
IN EACH CASE(I)THROUGH(I 11),WHETHER OR NOT FORSEEABLE; of Goods.
EVEN IF LIFERAY,ITS AFFILIATES OR A BUSINESS PARTNER HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 9. U.S.Federal Government End Users
LOSSES,COSTS OR EXPENSES. Liferay provides the Software for U.S. federal government end use
under this EULA with the following modifications: (a)the last sentence
6.2 Limitation of Liability in Section 7 is removed in its entirety,and(b)the governing law as set
FOR ALL EVENTS AND CIRCUMSTANCES AND TO THE MAXIMUM forth in the second sentence of Section 8 shall be federal law and not
EXTENT PERMITTED UNDERAPPLICABLE LAW,LIFERAY'SAND ITS the laws of the State of New York.
AFFILIATES' AGGREGATE AND CUMULATIVE LIABILITY ARISING
OUT OF OR RELATING TO THIS EULA, INCLUDING WITHOUT
LIMITATION ON ACCOUNT OF PERFORMANCE OR NOW
PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM
OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT
(INCLUDING,WITHOUT LIMITATION, NEGLIGENCE),STATUTE OR
OTHERWISE WILL NOT EXCEED FIFTY UNITED STATES DOLLARS
($50.00).
6.3 Allocation of Risk
THE PROVISIONS OF SECTION 5 AND THIS SECTION 6 ALLOCATE
THE RISKS UNDER THIS EULA BETWEEN LIFERAY AND YOU.THIS
ALLOCATION IS AN INTRINSIC PART OF,AND THE BASIS OF,THE
BARGAIN BETWEEN YOU AND LIFERAY AND WITHOUT SUCH
ALLOCATION LIFERAY WOULD NOT HAVE ENTERED INTO THIS
EULA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS
CONTAINED IN SECTIONS 5 AND 6 APPLY TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW,EVEN IF ANY REMEDY
(INCLUDING ANY LIMITED OR EXCLUSIVE REMEDY) PROVIDED
FORINTHISAGREEMENTFAILS IN ITS ESSENTIAL PURPOSE.
7. Export Control
You: (i)acknowledge and agree that the Software and its components
are subject to export controls under the U.S. Commerce Department's
Export Administration Regulations ("EAR"); (ii) represent and warrant
that You are not located in any country listed in Country Group E:1 in
Supplement No. 1 to part 740 of the EAR; (iii) shall not export, re-
export, divert, or transfer the Software to any prohibited destination or
to any party who has been prohibited from participating in US export
transactions by any federal agency of the US government; (iv) shall
not use or transfer the Software for use in connection with the design,
Page 3 of 3 1001605_NA
ATTACHMENT B
EULA:LIFERAY DEVELOPER TOOLSAND CERTAIN OTHERWORKSTATION AND CLIENT-SIDE
SOFTWARE INSTALLATIONS
This End User License Agreement ("EULA") governs the use of certain developer tools and certain other workstation and client-side software
installations listed at https://Iiferay.com/legal/client-side including any related updates, upgrades, versions, appearance, source code, structure,
organization, Documentation (as defined below) and application program interface(s) (collectively the "Software"), regardless of the delivery
mechanism. For the purposes of this EULA Software shall not include Liferay Digital Enterprise software or other server-side software, which the
Software may be delivered together with or as a part of,but which is subject to its own end user license agreement.
PLEASE READ THIS EULA CAREFULLY BEFORE ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE. BY
CLICKING YOUR ASSENT OR ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE, YOU SIGNIFY YOUR
ASSENT TO AND ACCEPTANCE OF THIS EULA AND ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THE TERMS.IF YOU
ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT,THEN YOU MUST NOT ACCESS,
DOWNLOAD,INSTALL OR IN ANYWAY USE THE SOFTWARE.
1. Definitions contractors to assist with the installation and use of the Software on
"Affiliates" means in the case of a company, an entity that owns or Your behalf and only for Your own internal business use, provided that
controls, is owned or controlled by, or is under common control or You will remain responsible for all of Your obligations under the this
ownership with a party, where 'control' is the possession, direct or EULA and for the activities and omissions of the third parties.
indirect, of the power to direct or cause the direction of the
management and policies of an entity, whether though ownership of 3. Restrictions,Intellectual Property Rights.
voting shares,by contract or otherwise.
3.1 The license granted to You under this EULA does not authorize You
"Business Partner" means an organization authorized by Liferay, (nor may You allow any third party, specifically non-employees of
directly or indirectly, to promote, market, sell, resell, distribute and Yours)to:(i)copy,reproduce,use,sublicense, rent,lease or otherwise
support the Software. distribute or allow third party access to the Software except as
expressly authorized hereunder; (ii) decompile, disassemble, reverse
"Documentation" means the documentation generally made available engineer, translate, modify, loan, convert or apply any procedure or
by Liferay in conjunction with Software at dev.liferay.com. process to the Software in order to ascertain, derive, and/or
appropriate for any reason or purpose, including the Software source
"Liferay" means Liferay, Inc. with a principal place of business at code or source listings or any trade secret information or process
1400 Montefino Avenue,Diamond Bar,CA 91765. contained in the Software(except as permitted under applicable law);
(iii) execute or incorporate other software (except for approved
"Third Party Software" means software program, computer code, software as more particularly identified in the Documentation or
programming libraries, application programming interfaces, or other specifically approved by Liferay in writing) into Software, or create a
materials, (i)the intellectual property rights of which are not owned by derivative work of any part of the Software, (iv) remove any product
Liferay or its Affiliates and (ii) which is licensed under terms and identification, trademarks, trade names or titles, copyrights, legends
conditions outside the scope of this EULA as further specified in or any other proprietary marking on the Software; (v) disclose the
Section 2 below. results of any benchmarking of the Software (whether or not obtained
with Liferay's assistance) to any third party; (vi) use any of Liferay's
"You" means, as applicable, the individual or the entity on whose intellectual property rights protected by applicable laws and contained
behalf the individual is acting and "Your' shall be construed in or accessible through the Software for the purpose of building a
accordingly. competitive product or service or copying its features or user
interface, (vii) use the Software to develop, enhance or create
2. License Grant derivative works of any community version of the Software (including
Subject to the restrictions set forth in this Section 2 and Section 3 but not limited to any Liferay labeled community edition of the
below and subject to Your compliance with the other terms and Software).
conditions of this EULA, Liferay grants to You a perpetual, non-
transferable, non-exclusive, worldwide, non-sublicensable license, to 3.2 You acknowledge and agree that title to the Software and each
use the Software and solely for use in connection with Liferay Digital component, copy and modification, including but not limited to all
Experience Platform and its software components and applications. derivative works, improvements or upgrades ("Derivative Works")
You acquire only the right to use the Software and do not acquire any whether made by Liferay, You or on Liferay's or on Your behalf,
rights of ownership in the Software. Liferay reserves all rights to the including those made at Your suggestion and all associated
Software not expressly granted to You. The Software is provided with intellectual property rights, are and shall remain the sole and exclusive
certain Third Party Software. Each Third Party Software item is property of Liferay, its Affiliates and/or its licensors. You agree to
licensed to You under the applicable license terms and conditions set assign, and hereby irrevocably and unconditionally assign to Liferay,
forth in a file accompanying the Software (and for certain Software in perpetuity and without further consideration, all right, title and
also at www.liferay.com/third-party-software) and Your use of any interest in and to all Derivative Works created by or on behalf of You,
Third Party Software shall be subject to such terms and conditions. and all intellectual property rights therein or relative thereto. To the
Any source code, in accordance with the applicable license terms of extent such intellectual property rights cannot (as a matter of law) be
Third Party Software, will be made available by Liferay upon request assigned by You to Liferay, You unconditionally and irrevocably grant
and in accordance with terms and conditions of such Third Party to Liferay a perpetual, non-terminable, exclusive (without reservation),
Software.The license granted to You under this EULA pertains solely royalty-free, fully-paid, right and license, with the right to sublicense
to Your use of the Software and nothing in this EULA is intended to through multiple tiers of sublicensees, under any and all such rights:(i)
limit Your rights under, or grant You rights that supersede,the license to reproduce, create derivative works of, distribute, publicly perform,
terms of any Third Party Software. You may use third party publicly display, digitally transmit and otherwise use the Derivative
Page 1 of 3 1001605_NA
■■ ■ L I F E RAY End User License Agreement
■■ Workstation/Client-Side Software
Works in any medium or format, whether now known or hereafter REGULATORY NON-COMPLIANCE, DELAYS, PRODUCT
discovered; (ii)to use, make, have made,sell,offer to sell, import,and LIABILITY,RELIANCE,BREACH OFANY IMPLIED DUTY;OR
otherwise exploit any product or service based on, embodying,
incorporating or derived from the Derivative Work(s) and (iii) to (III) ANY LOSSES,COSTS,EXPENSES OR DAMAGES OTHER THAN
exercise any and all other present or future rights in the same. You DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, ANY
also confirm that any relevant moral rights in the Derivative Works INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
have been waived, or if such rights are unwaivable, You agree to not CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS
enforce such rights, and for the avoidance of doubt this waiver and OR EXPENSES.
agreement shall extend to Liferay's licensees and successor in title.At
Liferay's request and expense, You shall execute and deliver such IN EACH CASE(1)THROUGH(I 11),WHETHER OR NOT FORSEEABLE;
instruments and take such other action as may be reasonably EVEN IF LIFERAY,ITS AFFILIATES OR A BUSINESS PARTNER HAS
requested by Liferay to perfect or protect Liferay's rights in the BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
Software and Derivative Works. LOSSES,COSTS OR EXPENSES.
4. Disclaimer of Warranty 5.2 Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW,THE FOR ALL EVENTS AND CIRCUMSTANCES AND TO THE MAXIMUM
SOFTWARE IS PROVIDED AND LICENSED "AS IS" WITHOUT EXTENT PERMITTED UNDERAPPLICABLE LAW,LIFERAY'SAND ITS
WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AFFILIATES' AGGREGATE AND CUMULATIVE LIABILITY ARISING
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF OUT OF OR RELATING TO THIS EULA, INCLUDING WITHOUT
QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-
FITNESS FOR A PARTICULAR PURPOSE, AND SUCH IMPLIED PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM
WARRANTIES, ANY OTHER WARRANTIES, REPRESENTATIONS, OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT
CONDITIONS AND TERMS,EXPRESS OR IMPLIED(AND WHETHER (INCLUDING,WITHOUT LIMITATION, NEGLIGENCE),STATUTE OR
IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING, OTHERWISE WILL NOT EXCEED FIFTY UNITED STATES DOLLARS
TRADE USAGE OR OTHERWISE)ARE HEREBY EXCLUDED TO THE ($50.00).
FULLEST EXTENT PERMITTED BY LAW. LIFERAY DOES NOT
WARRANT THAT (1) THE SOFTWARE WILL MEET YOUR 5.3 Allocation of Risk.
REQUIREMENTS, (11) THE USE OF THE SOFTWARE WILL BE THE PROVISIONS OF SECTION 4 AND THIS SECTION 5 ALLOCATE
UNINTERRUPTED OR ERROR FREE, (111) THE SOFTWARE WILL THE RISKS UNDER THIS EULA BETWEEN LIFERAY AND YOU.THIS
COMPLY WITH REGULATORY REQUIREMENTS APPLICABLE TO ALLOCATION IS AN INTRINSIC PART OF,AND THE BASIS OF,THE
YOU OR APPEAR PRECISELY AS DESCRIBED IN THE BARGAIN BETWEEN YOU AND LIFERAY AND WITHOUT SUCH
ACCOMPANYING DOCUMENTATION.YOU AGREE THAT YOU ARE ALLOCATION, LIFERAY WOULD NOT HAVE ENTERED INTO THIS
SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE EULA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS
USE OF THE SOFTWARE. CONTAINED IN SECTIONS 4 AND 5 APPLY TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW,EVEN IF ANY REMEDY
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING (INCLUDING ANY LIMITED OR EXCLUSIVE REMEDY) PROVIDED
DISCLAIMER,THE SOFTWARE IS NOT SPECIFICALLY DESIGNED, FORIN THIS EULAFAILS IN ITS ESSENTIAL PURPOSE.
MANUFACTURED OR INTENDED FOR USE IN (1) FACILITIES OR
ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE, 6. Export Control.
INCLUDING BUT NOT LIMITED TO (A) THE PLANNING, You: (i)acknowledge and agree that the Software and its components
CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT are subject to export controls under the U.S. Commerce Department's
OPERATION OF NUCLEAR FACILITIES,(B)AIRCRAFT NAVIGATION, Export Administration Regulations ("EAR"); (ii) represent and warrant
CONTROL OR COMMUNICATION SYSTEMS,WEAPONS SYSTEMS, that You are not located in any country listed in Country Group EA in
(C) DIRECT LIFE SUPPORT SYSTEMS OR (2) SIMILAR ULTRA- Supplement No. 1 to part 740 of the EAR; (iii) shall not export, re-
HAZARDOUS OR STRICT LIABILITY ACTIVITIES AND YOU ARE export, divert, or transfer the Software to any prohibited destination or
SOLELY RESPONSIBLE AND EXPRESSLY ASSUME ALL RISK FOR to any party who has been prohibited from participating in US export
ANYSUCH USE. transactions by any federal agency of the US government; (iv) shall
not use or transfer the Software for use in connection with the design,
5. Exclusion and Limitation of Liability,Risk Allocation development or production of nuclear, chemical or biological
weapons, or rocket systems, space launch vehicles, or sounding
5.1 Exclusion of Liability. rockets or unmanned air vehicle systems; and (v) acknowledge and
TO THE MAXIMUM EXTENT PERMITTED UNDERAPPLICABLE LAW, agree that if You export, re-export, or transfer the Software to eligible
IN NO EVENT WILL LIFERAY OR ANY OF ITS AFFILIATES HAVE ANY recipients, then You shall: (a) strictly comply will all applicable export
LIABILITY TO YOU OR YOUR AFFILIATES, UNDER ANY LEGAL OR control laws, (b) obtain all necessary licenses and permits, including
EQUITABLE THEORY, WHETHER IN CONTRACT, TORT (INCLUDING, those required by the EAR; and (c) submit all reports required by the
WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, Commerce Department's Bureau of Industry and Security, which
STATUTE OROTHERWISE,FOROR IN CONNECTION WITH: include the name and address (including country) of each transferee.
Liferay will not have any liability for the failure to obtain a U.S. export
(1) ANY ECONOMIC LOSSES, LOSS OF REVENUE, LOSS OF license to export the Software. You further acknowledge and agree
CUSTOMERS OR BUSINESS, LOSS OF OR DAMAGE TO that countries including the United States may restrict the import, use,
REPUTATION ORGOODWILL,LOSS OFANTICIPATED PROFITS, or export of encryption products (which may include the Software)
LOSS UNDER OR IN RELATION TO ANY OTHER CONTRACT, and agree that You shall be solely responsible for compliance with any
LOSS OF DATA OR INTERRUPTION OF SERVICES, LOSS OF such import, use, or export restrictions. You shall indemnify Liferay,
ANTICIPATED SAVINGS OR BENEFITS,OR COVER COSTS OR including its officers, directors and agents from all losses and liabilities
ANALOGOUS COST RELATED TO THE PROCUREMENT OF (including reasonable attorneys fees and court costs)arising from any
REPLACEMENT SERVICES OR SOFTWARE; breach of Your representations, warranties or obligations under this
Section.
(11) ANY LOSSES,COSTS,EXPENSES OR DAMAGES ARISING OUT
OF OR IN CONNECTION WITH ANY MALFUNCTIONS,
Page 2 of 3 1001605_NA
■■ ■ L I F E RAY End User License Agreement
■■ Workstation/Client-Side Software
7. General.
If any provision of this EULA is held to be unenforceable, such ruling
shall not affect the enforceability of the remaining provisions. The
affected provision(s)will be deemed amended to the minimum extent
necessary to render it valid and enforceable in conformity with
applicable law and parties' intent as expressed in this EULA. This
EULA shall be governed by the laws of the State of New York and of
the United States, without regard to any conflict of laws provisions.
The rights and obligations of the parties to this EULA shall not be
governed by the United Nations Convention on the International Sale
of Goods.
8. U.S.Federal Government End Users.
Liferay provides the Software for U.S. federal government end use
under this EULA with the following modifications: (a)the last sentence
in Section 6 is removed in its entirety,and (b)the governing law as set
forth in the second sentence of Section 7 shall be federal law and not
the laws of the State of New York.
Page 3 of 3 1001605_NA
ATTACHMENT C
EULA:LIFERAYPAIDAPPS
This End User License Agreement ("EULA") governs the use of the Liferay Paid Apps software including any related updates, upgrades, versions,
appearance, source code, structure, organization, Documentation (as defined below) and application programming interfaces (collectively the
"Software"),regardless of the delivery mechanism.
PLEASE READ THIS EULA CAREFULLY BEFORE ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE. BY
CLICKING YOUR ASSENT OR ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE, YOU SIGNIFY YOUR
ASSENT TO AND ACCEPTANCE OF THIS EULA AND ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THE TERMS. IF YOU
ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT ACCESS,
DOWNLOAD,INSTALL OR IN ANY WAY USE THE SOFTWARE.
1. Definitions 2. License Grant
"Affiliates" means in the case of a company, an entity that owns or Subject to the restrictions set forth in this Section 2 and Section 3
controls, is owned or controlled by, or is under common control or below and subject to Your compliance with the other terms and
ownership with a party, where 'control' is the possession, direct or conditions of this EULA, Liferay grants to You a non-transferable, non-
indirect, of the power to direct or cause the direction of the exclusive, worldwide, non-sublicensable license, to use the Software,
management and policies of an entity, whether though ownership of provided that your use of the Software is (i) solely in connection with
voting shares,by contract or otherwise. Liferay Portal Enterprise Edition software (ii) limited to the "License
Term" applicable to the Software specified at
"Business Partner" means an organization authorized by Liferay, www.liferay.com/legal/iiferay-paid-apps and (iii) limited to the total
directly or indirectly, to promote, market, sell, resell, distribute and quantity of Units for which you have purchased Subscription Services
support the Software. from Liferay or a Business Partner. You may use the Software solely
for Your internal business operations (which includes Your Affiliates).
"Documentation" means the documentation generally made available The foregoing sentence is not intended to limit Your internal use of the
by Liferay in conjunction with Software at dev.liferay.com. Software to operate a web site and/or to offer Your own software as a
service, provided such web site or service does not include a
"Forked Software" means modifications to the Software source code distribution of the Software, in whole or in part. You may extend the
to develop a separately maintained source code program (a) with Software through Permissible Extension Methods. You acquire only
features not present in the Software source code or (b) where the right to use the Software and do not acquire any rights of
modifications to the original source code of the Software are not ownership in the Software. Liferay reserves all rights to the Software
automatically integrated with the original source code of the Software. not expressly granted to You. The Software may be provided with
certain Third Party Software. Each Third Party Software item is
"Liferay" means Liferay, Inc. with a principal place of business at licensed to You under the applicable license terms and conditions set
1400 Montefino Avenue,Diamond Bar,CA 91765. forth at www.liferay.com/third-party-software or in a file
accompanying the Software and your use of any Third Party Software
"Limiting Devices" means time-out devices, counter devices, and/or shall be subject to such terms and conditions. The license granted to
other devices intended to ensure the limits of the license granted to You under this EULA pertains solely to Your use of the Software and
You under this EULA will not be exceeded. nothing in this EULA is intended to limit Your rights under, or grant
You rights that supersede, the license terms of any Third Party
"Permissible Extension Methods" means the permitted methods of Software.
extending the Software defined in the Documentation, such as using The Software may be used by or for You on Your premises,or within a
the Liferay Plugins SDK and developing Liferay EXT Plugins. third party data center, provided that(1)You remain responsible for all
of Your obligations under this EULA and for the activities and
"Subscription Services" means fee-bearing Liferay subscriptions for omissions of the third party data center, and (2) You control the
certain value-added services provided for a defined period of time and access to the Software (which control of access does not require
related to the Software. physical control and instead may be accomplished through the use of
appropriate contractual provisions with the data center operator). You
"Subscription Term" means the initial and any renewal term of may use third party contractors to assist with the installation and use
Subscription Services. of the Software on Your behalf and only for Your own internal
business use, provided that You will remain responsible for all of Your
obligations under the this EULA and for the activities and omissions of
"Third Party Software" means software program, computer code, the third parties.
programming libraries, application programming interfaces, or other
materials, (i)the intellectual property rights of which are not owned by 3. Restrictions,Intellectual Property Rights
Liferay or its Affiliates and (ii) which is licensed under terms and
conditions outside the scope of this EULA as further specified in 3.1. The license granted to You under this EULA does not authorize You
Section 2 below.
(nor may You allow any third party, specifically non-employees of
"Unit" means one "Instance", which means one (1) copy of the Yours)to:(i)copy,reproduce,use,sublicense,rent,lease or otherwise
Software. distribute or allow third party access to the Software except as
expressly authorized hereunder; (ii) decompile, disassemble, reverse
engineer, translate, modify (except through Permissible Extension
"You"means,as applicable,the individual or the entity on whose Methods, if applicable), loan, convert or apply any procedure or
behalf the individual is acting and"Your'shall be construed process to the Software in order to ascertain, derive, and/or
accordingly. appropriate for any reason or purpose, including the Software source
code or source listings or any trade secret information or process
contained in the Software (except as permitted under applicable law;
(iii) execute or incorporate other software (except for approved
Page 1 of 3 1201601_NA
■• ' LIFERAY, End User License Agreement
Liferay Paid Apps
software as more particularly identified in the Documentation or requested by Liferay to perfect or protect Liferay's rights in the
specifically approved by Liferay in writing) into Software, or create a Software and Derivative Works.
derivative work of any part of the Software (except through
Permissible Extension Methods, if applicable); (iv)remove any product 4. Disclaimer of Warranty
identification, trademarks, trade names or titles, copyrights, legends TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,THE
or any other proprietary marking on the Software; (v) disclose the SOFTWARE IS PROVIDED AND LICENSED "AS IS" WITHOUT
results of any benchmarking of the Software (whether or not obtained WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED,
with Liferay's assistance)to any third party; (vi)attempt to circumvent INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF
any user limits or other license,timing or use restrictions that are built QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND
into, defined or agreed upon, regarding the Software; (vii) use any of FITNESS FOR A PARTICULAR PURPOSE, AND SUCH IMPLIED
Liferay's intellectual property rights protected by applicable laws and WARRANTIES, ANY OTHER WARRANTIES, REPRESENTATIONS,
contained in or accessible through the Software for the purpose of CONDITIONS AND TERMS,EXPRESS OR IMPLIED(AND WHETHER
building a competitive product or service or copying its features or IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING,
user interface, (viii) use the Software to develop or enhance any (a) TRADE USAGE OR OTHERWISE)ARE HEREBY EXCLUDED TO THE
open source version of Software (such as a Liferay "Community FULLEST EXTENT PERMITTED BY LAW. LIFERAY DOES NOT
Edition" of the Software) or (b) derivative works of any open source WARRANT THAT (I) THE SOFTWARE WILL MEET YOUR
version of the Software;or(ix)develop Forked Software. REQUIREMENTS, (II) THE USE OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR FREE, (III) THE SOFTWARE WILL
3.2. You are hereby notified that the Software may contain Limiting COMPLY WITH REGULATORY REQUIREMENTS APPLICABLE TO
Devices. If the Software contains Limiting Devices, Liferay will provide YOU OR APPEAR PRECISELY AS DESCRIBED IN THE
You with materials necessary to use the Software to the extent ACCOMPANYING DOCUMENTATION.YOU AGREE THAT YOU ARE
permitted. You may not tamper with or otherwise take any action to SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE
defeat, disable or circumvent a Limiting Device or other control USE OF THE SOFTWARE.
measure, including but not limited to, resetting the Unit amount.
Except as permitted herein, any attempt to assign, transfer or WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
sublicense the Software to any third party will be void.You may make DISCLAIMER,THE SOFTWARE IS NOT SPECIFICALLY DESIGNED,
any reasonable number of copies of the Software for data archival MANUFACTURED OR INTENDED FOR USE IN (1) FACILITIES OR
purposes. To the extent a license key is attached to a specific ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE,
machine, which for example may be identified by a MAC address or INCLUDING BUT NOT LIMITED TO (A) THE PLANNING,
host name,You can transfer the license from one machine to another, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT
provided that this does not increase the total number of covered OPERATION OF NUCLEAR FACILITIES,(B)AIRCRAFT NAVIGATION,
Units. CONTROL ORCOMMUNICATION SYSTEMS,WEAPONSSYSTEMS,
(C) DIRECT LIFE SUPPORT SYSTEMS OR (2) SIMILAR ULTRA-
3.3. You acknowledge and agree that title to the Software and each HAZARDOUS OR STRICT LIABILITY ACTIVITIES AND YOU ARE
component, copy and modification, including but not limited to all SOLELY RESPONSIBLE AND EXPRESSLY ASSUME ALL RISK FOR
derivative works, improvements or upgrades ("Derivative Works") ANYSUCH USE.
whether made by Liferay, You or on Liferay's or on Your behalf,
including those made at Your suggestion and all associated 5. Exclusion and Limitation of Liability,Risk Allocation
intellectual property rights, are and shall remain the sole and exclusive
property of Liferay, its Affiliates and/or its licensors. As between You 5.1. Exclusion of Liability
and Liferay, You shall own all independently developed code and TO THE MAXIMUM EXTENT PERMITTED UNDERAPPLICABLE LAW,
documentation and any associated intellectual property rights IN NO EVENT WILL LIFERAY OR ANY OF ITS AFFILIATES HAVE ANY
developed by You or on Your behalf, including but not limited to code LIABILITY TO YOU OR YOUR AFFILIATES, UNDER ANY LEGAL OR
extensions to the Software developed by using the Permissible EQUITABLE THEORY,WHETHER IN CONTRACT,TORT(INCLUDING,
Extension Methods that are separate from the code base of the WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY,
Software(i.e. non-Derivative Works).You agree to assign,and hereby STATUTE OROTHERWISE,FOROR IN CONNECTION WITH:
irrevocably and unconditionally assign to Liferay, in perpetuity and
without further consideration, all right, title and interest in and to all (I) ANY ECONOMIC LOSSES, LOSS OF REVENUE, LOSS OF
Derivative Works created by or on behalf of You, and all intellectual CUSTOMERS OR BUSINESS, LOSS OF OR DAMAGE TO
property rights therein or relative thereto. To the extent such REPUTATION ORGOODWILL,LOSS OFANTICIPATED PROFITS,
intellectual property rights cannot(as a matter of law) be assigned by LOSS UNDER OR IN RELATION TO ANY OTHER CONTRACT,
You to Liferay, You unconditionally and irrevocably grant to Liferay a LOSS OF DATA OR INTERRUPTION OF SERVICES, LOSS OF
perpetual, non-terminable, exclusive(without reservation), royalty-free, ANTICIPATED SAVINGS OR BENEFITS,OR COVER COSTS OR
fully-paid, right and license, with the right to sublicense through ANALOGOUS COST RELATED TO THE PROCUREMENT OF
multiple tiers of sublicensees, under any and all such rights: (i) to REPLACEMENT SERVICES OR SOFTWARE;
reproduce, create derivative works of, distribute, publicly perform,
publicly display, digitally transmit and otherwise use the Derivative (II) ANY LOSSES,COSTS,EXPENSES OR DAMAGES ARISING OUT
Works in any medium or format, whether now known or hereafter OF OR IN CONNECTION WITH ANY MALFUNCTIONS,
discovered;(ii)to use, make, have made,sell,offer to sell, import,and REGULATORY NON-COMPLIANCE, DELAYS, PRODUCT
otherwise exploit any product or service based on, embodying, LIABILITY,RELIANCE,BREACH OFANY IMPLIED DUTY;OR
incorporating or derived from the Derivative Work(s) and (iii) to
exercise any and all other present or future rights in the same. You (III) ANY LOSSES,COSTS,EXPENSES OR DAMAGES OTHER THAN
also confirm that any relevant moral rights in the Derivative Works DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, ANY
have been waived, or, if such rights are unwaivable,You agree to not INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
enforce such rights, and for the avoidance of doubt this waiver and CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS
agreement shall extend to Liferay's licensees and successor in title.At OR EXPENSES.
Liferay's request and expense, You shall execute and deliver such
instruments and take such other action as may be reasonably IN EACH CASE (I) THROUGH (III), WHETHER OR NOT
FORESEEABLE;EVEN IF LIFERAY,ITS AFFILIATES ORABUSINESS
Page 2 of 3 1201601_NA
■• ' LIFERAY, End User License Agreement
Liferay Paid Apps
PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF biological weapons, or rocket systems, space launch vehicles,
SUCH DAMAGES,LOSSES,COSTS OR EXPENSES. or sounding rockets or unmanned air vehicle systems; and (v)
acknowledge and agree that if You export, re-export, or transfer
5.2. Limitation of Liability the Software to eligible recipients, then You shall: (a) strictly
FOR ALL EVENTS AND CIRCUMSTANCES AND TO THE comply will all applicable export control laws, (b) obtain all
MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, necessary licenses and permits, including those required by the
LIFERAY'S AND ITS AFFILIATES' AGGREGATE AND EAR; and (c) submit all reports required by the Commerce
CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO Department's Bureau of Industry and Security, which include
THIS EULA, INCLUDING WITHOUT LIMITATION ON the name and address (including country) of each transferee.
ACCOUNT OF PERFORMANCE OR NOW PERFORMANCE Liferay will not have any liability for the failure to obtain a U.S.
OF OBLIGATIONS, REGARDLESS OF THE FORM OF THE export license to export the Software. You further
CAUSE OF ACTION, WHETHER IN CONTRACT, TORT acknowledge and agree that countries including the United
(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), States may restrict the import, use, or export of encryption
STATUTE OR OTHERWISE WILL NOT EXCEED FIFTY products (which may include the Software) and agree that You
UNITED STATES DOLLARS ($50.00). shall be solely responsible for compliance with any such import,
use, or export restrictions. You shall indemnity Liferay,
5.3. Allocation of Risk including its officers, directors and agents from all losses and
THE PROVISIONS OF SECTION 4 AND THIS SECTION 5 liabilities (including reasonable attorneys fees and court costs)
ALLOCATE THE RISKS UNDER THIS EULA BETWEEN arising from any breach of Your representations, warranties or
LIFERAY AND YOU. THIS ALLOCATION IS AN INTRINSIC obligations under this Section.
PART OF, AND THE BASIS OF, THE BARGAIN BETWEEN
YOU AND LIFERAY WITHOUT SUCH ALLOCATION, 7. General
LIFERAY WOULD NOT HAVE ENTERED INTO THIS EULA. If any provision of this the is held be unenforceable, such
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ruling shall not affect the enforceability of the remaining
CONTAINED IN SECTIONS 4 AND 5 APPLY TO THE provisions. The affected provision(s) will deemed amended
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,EVEN a the minimum extent necessary render it valid and
enforceable in conformity with applicable
able law and parties'
IF ANY REMEDY (INCLUDING ANY LIMITED OR EXCLUSIVE e
intent as expressed in this EULA. This York
a shall be
REMEDY) PROVIDED FOR IN THIS AGREEMENT FAILS IN ITS governed by the laws of the State of New York and of the
ESSENTIAL PURPOSE.
United States, without regard to any conflict of laws
6. Export Control provisions. The rights and obligations of the parties to this
You: (i) acknowledge and agree that the Software and its EULA shall not be governed by the United Nations Convention
components are subject to export controls under the U.S. on the International Sale of Goods.
Commerce Department's Export Administration Regulations 6. U.S.Federal Government End Users.
("EAR"); (ii) represent and warrant that You are not located in Liferay provides the Software for U.S. federal government end
any country listed in Country Group E:1 in Supplement No. 1 to use under this EULA with the following modifications: (a)the last
part 740 of the EAR; (iii) shall not export, re- export,divert,or sentence in Section 6 is removed in its entirety, and (b) the
transfer the Software to any prohibited destination or to any governing law as set forth in the second sentence of Section 7
party who has been prohibited from participating in US export shall be federal law and not the laws of the State of New York.
transactions by any federal agency of the US government; (iv)
shall not use or transfer the Software for use in connection with
the design, development or production of nuclear, chemical or
Page 3 of 3 1201601_NA
ATTACHMENT D
EULA: LIFERAY PORTAL ENTERPRISE EDITION AND CERTAIN APPLICATIONS
This End User License Agreement("EULA")governs the use of Liferay Portal Enterprise Edition, Free Liferay Subscription Apps(as defined below)and
Liferay Labs Apps software including any related updates, upgrades, versions, appearance, source code, structure, organization, Documentation (as
defined below)and application programming interfaces(collectively the"Software"),regardless of the delivery mechanism.
PLEASE READ THIS EULA CAREFULLY BEFORE ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE. BY
CLICKING YOUR ASSENT OR ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE, YOU SIGNIFY YOUR
ASSENT TO AND ACCEPTANCE OF THIS EULA AND ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THE TERMS.IF YOU
ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT,THEN YOU MUST NOT ACCESS,
DOWNLOAD,INSTALL OR IN ANYWAY USE THE SOFTWARE.
1. Definitions "Permissible Extension Methods" means the permitted methods of
"Affiliates" means in the case of a company, an entity that owns or extending the Software defined in the Documentation, such as using
controls, is owned or controlled by, or is under common control or the Liferay Plugins SDK and developing Liferay EXT Plugins.
ownership with a party, where 'control' is the possession, direct or
indirect, of the power to direct or cause the direction of the "Subscription Services" means fee-bearing Liferay subscriptions for
management and policies of an entity, whether though ownership of certain value-added services provided for a defined period of time and
voting shares,by contract or otherwise. related to the Software.
"Business Partner" means an organization authorized by Liferay, "Subscription Term" means the initial and any renewal term of
directly or indirectly, to promote, market, sell, resell, distribute and Subscription Services.
support the Software.
"Third Party Software" means software program, computer code,
"Designated Purpose" means the specific use case and purpose for programming libraries, application programming interfaces, or other
which You utilize the Software and the associated Subscription materials, (i)the intellectual property rights of which are not owned by
Services, i.e. either "Non-Production", "Production" or "Backup" Liferay or its Affiliates and (ii) which is licensed under terms and
Purposes. "Non-Production Purposes" means using the Software conditions outside the scope of this EULA as further specified in
solely in a non-production environment, generally for the purposes of Section 2 below.
dev-integration, testing, quality assurance, staging, and user
acceptance testing but excluding Development Purposes. "Unit"means an Instance.
"Production Purposes" means using the Software in a production
environment, generally to service live requests and to use live data "You" means, as applicable, the individual or the entity on whose
and Software. "Backup Purposes" means using the Software solely behalf the individual is acting and "Your' shall be construed
in a backup or secondary environment that is (i) periodically or accordingly.
regularly receiving backups of data from Instances used for
Production Purposes; (ii) not servicing requests; and (iii) used for the 2. License Grant
purpose of disaster recovery and/or serving as a backup in case a live Subject to the restrictions set forth in this Section 2 and Sections 3
Instance used for Production Purposes fails. and 4 below and subject to Your compliance with the other terms and
conditions of this EULA, Liferay grants to You a perpetual, non-
"Development Purposes" means using the Software for the specific transferable, non-exclusive, worldwide, non-sublicensable license, to
purpose of building software that runs with or on the Software. use the Software. You may use the Software solely for Your internal
business operations (which includes Your Affiliates). The foregoing
"Documentation" means the documentation generally made available sentence is not intended to limit Your internal use of the Software to
by Liferay in conjunction with Software at dev.liferay.com. operate a web site and/or to offer Your own software as a service,
provided such web site or service does not include a distribution of
"Forked Software" means modifications to the Software source code the Software, in whole or in part. You may extend the Software
to develop a separately maintained source code program (a) with through Permissible Extension Methods. You acquire only the right to
features not present in the Software source code or (b) where use the Software and do not acquire any rights of ownership in the
modifications to the original source code of the Software are not Software. Liferay reserves all rights to the Software not expressly
automatically integrated with the original source code of the Software. granted to You. The Software is provided with certain Third Party
Software. Each Third Party Software item is licensed to You under the
"Free Liferay Subscription Apps" are those Liferay Subscription applicable license terms and conditions set forth at
Apps that Liferay makes available in the Subscription App category of www.liferay.com/third-party-software and in a file accompanying the
its Liferay Marketplace free of charge(displayed as"Free"Apps). Software and your use of any Third Party Software shall be subject to
such terms and conditions. The license granted to You under this
"Instance"means one(1)copy of the Software. EULA pertains solely to Your use of the Software and nothing in this
EULA is intended to limit Your rights under, or grant You rights that
"Liferay" means Liferay, Inc. with a principal place of business at supersede, the license terms of any Third Party Software. The
1400 Montefino Avenue,Diamond Bar,CA 91765. Software may be used by or for You on Your premises, or within a
third party data center, provided that(i)You remain responsible for all
"Limiting Devices" means time-out devices, counter devices, and/or of Your obligations under this EULA and for the activities and
other devices intended to ensure the limits of the license granted to omissions of the third party data center, and (ii) You control the
You under this EULA will not be exceeded. access to the Software (which control of access does not require
physical control and instead may be accomplished through the use of
appropriate contractual provisions with the data center operator). You
may use third party contractors to assist with the installation and use
Page 1 of 1201601_NA
■■ ' LIFE RAY AY. End User License Agreement
Liferay Portal Enterprise Edition
of the Software on Your behalf and only for Your own internal and Liferay, You shall own all independently developed code and
business use, provided that You will remain responsible for all of Your documentation and any associated intellectual property rights
obligations under the this EULA and for the activities and omissions of developed by or on behalf of You, including but not limited to code
the third parties. extensions to the Software developed by using the Permissible
Extension Methods that are separate from the code base of the
3. Purpose and Unit Restrictions Software(i.e. non-Derivative Works).You agree to assign,and hereby
Your use of the Software is restricted to the total number of Units and irrevocably and unconditionally assign to Liferay, in perpetuity and
to the Designated Purpose for which You have acquired Subscription without further consideration, all right, title and interest in and to all
Services from Liferay or a Business Partner. Use of the Software for Derivative Works created by You or on Your behalf,and all intellectual
Development Purposes requires a developer license (licenses can be property rights therein or relative thereto. To the extent such
self-provisioned free of charge during a Subscription Term),that limits intellectual property rights cannot(as a matter of law) be assigned by
Your use to one(1)developer workstation and up to ten(10)unique IP You to Liferay, You unconditionally and irrevocably grant to Liferay a
address connections. You may only use a developer license for perpetual, non-terminable, exclusive (without reservation), royalty-free,
Development Purposes. fully-paid, right and license, with the right to sublicense through
multiple tiers of sublicensees, under any and all such rights: (i) to
4. Restrictions,Intellectual Property Rights reproduce, create derivative works of, distribute, publicly perform,
publicly display, digitally transmit and otherwise use the Derivative
4.1. The license granted to You under this EULA does not authorize You Works in any medium or format, whether now known or hereafter
(nor may You allow any third party, specifically non-employees of discovered;(ii)to use, make, have made,sell,offer to sell, import,and
Yours)to:(i)copy,reproduce,use,sublicense, rent,lease or otherwise otherwise exploit any product or service based on, embodying,
distribute or allow third party access to the Software except as incorporating or derived from the Derivative Work(s) and (iii) to
expressly authorized hereunder; (ii) decompile, disassemble, reverse exercise any and all other present or future rights in the same. You
engineer, translate, modify (except through Permissible Extension also confirm that any relevant moral rights in the Derivative Works
Methods, if applicable), loan, convert or apply any procedure or have been waived, or if such rights are unwaivable, You agree to not
process to the Software in order to ascertain, derive, and/or enforce such rights, and for the avoidance of doubt this waiver and
appropriate for any reason or purpose, including the Software source agreement shall extend to Liferay's licensees and successor in title.At
code or source listings or any trade secret information or process Liferay's request and expense, You shall execute and deliver such
contained in the Software (except as permitted under applicable law); instruments and take such other action as may be reasonably
(iii) execute or incorporate other software (except for approved requested by Liferay to perfect or protect Liferay's rights in the
software as more particularly identified in the Documentation or Software and Derivative Works.
specifically approved by Liferay in writing) into Software, or create a
derivative work of any part of the Software (except through 5. Disclaimer of Warranty
Permissible Extension Methods, if applicable);(iv)remove any product TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,THE
identification, trademarks, trade names or titles, copyrights, legends SOFTWARE IS PROVIDED AND LICENSED "AS IS" WITHOUT
or any other proprietary marking on the Software; (v) disclose the WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED,
results of any benchmarking of the Software (whether or not obtained INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF
with Liferay's assistance)to any third party; (vi)attempt to circumvent QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND
any user limits or other license,timing or use restrictions that are built FITNESS FOR A PARTICULAR PURPOSE, AND SUCH IMPLIED
into, defined or agreed upon, regarding the Software; (vii) use any of WARRANTIES, ANY OTHER WARRANTIES, REPRESENTATIONS,
Liferay's intellectual property rights protected by applicable laws and CONDITIONS AND TERMS,EXPRESS OR IMPLIED(AND WHETHER
contained in or accessible through the Software for the purpose of IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING,
building a competitive product or service or copying its features or TRADE USAGE OR OTHERWISE)ARE HEREBY EXCLUDED TO THE
user interface, (viii) use the Software to develop or enhance any (a) FULLEST EXTENT PERMITTED BY LAW. LIFERAY DOES NOT
open source version of Software (such as "Liferay Portal Community WARRANT THAT (1) THE SOFTWARE WILL MEET YOUR
Edition") or (b) derivative works of any open source version of the REQUIREMENTS, (11) THE USE OF THE SOFTWARE WILL BE
Software;or(ix)develop Forked Software. UNINTERRUPTED OR ERROR FREE, (111) THE SOFTWARE WILL
COMPLY WITH REGULATORY REQUIREMENTS APPLICABLE TO
4.2. You are hereby notified that the Software may contain Limiting YOU OR APPEAR PRECISELY AS DESCRIBED IN THE
Devices. If the Software contains Limiting Devices, Liferay will provide ACCOMPANYING DOCUMENTATION.YOU AGREE THAT YOU ARE
You with materials necessary to use the Software to the extent SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE
permitted. You may not tamper with or otherwise take any action to USE OF THE SOFTWARE.
defeat, disable or circumvent a Limiting Device or other control
measure, including but not limited to, resetting the Unit amount. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
Except as permitted herein, any attempt to assign, transfer or DISCLAIMER,THE SOFTWARE IS NOT SPECIFICALLY DESIGNED,
sublicense the Software to any third party will be void.You may make MANUFACTURED OR INTENDED FOR USE IN (1) FACILITIES OR
any reasonable number of copies of the Software for data archival ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE,
purposes. To the extent a license key is attached to a specific INCLUDING BUT NOT LIMITED TO (A) THE PLANNING,
machine, which for example may be identified by a MAC address or CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT
host name,You can transfer the license from one machine to another, OPERATION OF NUCLEAR FACILITIES,(B)AIRCRAFT NAVIGATION,
provided that this does neither increase the total number of covered CONTROL OR COMMUNICATION SYSTEMS,WEAPONSSYSTEMS,
Units nor change the Designated Purpose. (C) DIRECT LIFE SUPPORT SYSTEMS OR (2) SIMILAR ULTRA-
HAZARDOUS OR STRICT LIABILITY ACTIVITIES AND YOU ARE
4.3. You acknowledge and agree that title to the Software and each SOLELY RESPONSIBLE AND EXPRESSLY ASSUME ALL RISK FOR
component, copy and modification, including but not limited to all ANYSUCHUSE.
derivative works, improvements or upgrades ("Derivative Works")
whether made by Liferay, You or on Liferay's or on Your behalf,
including those made at Your suggestion and all associated
intellectual property rights, are and shall remain the sole and exclusive
property of Liferay, its Affiliates and/or its licensors.As between You
Page 2 of 3 1201601_NA
■■ ' LIFERAY AY. End User License Agreement
Liferay Portal Enterprise Edition
6. Exclusion and Limitation of Liability,Risk Allocation development or production of nuclear, chemical or biological
weapons, or rocket systems, space launch vehicles, or sounding
6.1. Exclusion of Liability rockets or unmanned air vehicle systems; and (v) acknowledge and
TO THE MAXIMUM EXTENT PERMITTED UNDERAPPLICABLE LAW, agree that if You export, re-export, or transfer the Software to eligible
IN NO EVENTWILL LIFERAY ORANY OF ITS AFFILIATES HAVE ANY recipients, then You shall: (a) strictly comply will all applicable export
LIABILITY TO YOU OR YOUR AFFILIATES, UNDER ANY LEGAL OR control laws, (b) obtain all necessary licenses and permits, including
EQUITABLE THEORY, WHETHER IN CONTRACT, TORT(INCLUDING, those required by the EAR; and (c) submit all reports required by the
WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, Commerce Department's Bureau of Industry and Security, which
STATUTE OR OTHERWISE,FORORIN CONNECTION WITH: include the name and address (including country) of each transferee.
Liferay will not have any liability for the failure to obtain a U.S. export
(I) ANY ECONOMIC LOSSES, LOSS OF REVENUE, LOSS OF license to export the Software. You further acknowledge and agree
CUSTOMERS OR BUSINESS, LOSS OF OR DAMAGE TO that countries including the United States may restrict the import, use,
REPUTATION ORGOODWILL,LOSS OF ANTICIPATED PROFITS, or export of encryption products (which may include the Software)
LOSS UNDER OR IN RELATION TO ANY OTHER CONTRACT, and agree that You shall be solely responsible for compliance with any
LOSS OF DATA OR INTERRUPTION OF SERVICES, LOSS OF such import, use, or export restrictions. You shall indemnify Liferay,
ANTICIPATED SAVINGS OR BENEFITS,OR COVER COSTS OR including its officers,directors and agents from all losses and liabilities
ANALOGOUS COST RELATED TO THE PROCUREMENT OF (including reasonable attorneys fees and court costs)arising from any
REPLACEMENT SERVICES OR SOFTWARE; breach of Your representations, warranties or obligations under this
Section.
(II) ANY LOSSES,COSTS,EXPENSES OR DAMAGES ARISING OUT
OF OR IN CONNECTION WITH ANY MALFUNCTIONS, 6. General
REGULATORY NON-COMPLIANCE, DELAYS, PRODUCT If any provision of this EULA is held to be unenforceable, such ruling
LIABILITY,RELIANCE,BREACH OFANY IMPLIED DUTY;OR shall not affect the enforceability of the remaining provisions. The
affected provision(s)will be deemed amended to the minimum extent
(III) ANY LOSSES,COSTS,EXPENSES OR DAMAGES OTHER THAN necessary to render it valid and enforceable in conformity with
DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, ANY applicable law and parties' intent as expressed in this EULA. This
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, EULA shall be governed by the laws of the State of New York and of
CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS the United States, without regard to any conflict of laws provisions.
OR EXPENSES. The rights and obligations of the parties to this EULA shall not be
governed by the United Nations Convention on the International Sale
IN EACH CASE (I) THROUGH (III), WHETHER OR NOT of Goods.
FORESEEABLE;EVEN IF LIFERAY,ITSAFFILIATES ORA BUSINESS
PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 9. U.S.Federal Government End Users
DAMAGES,LOSSES,COSTS OR EXPENSES. Liferay provides the Software for U.S. federal government end use
under this EULA with the following modifications: (a)the last sentence
6.2. Limitation of Liability in Section 7 is removed in its entirety,and(b)the governing law as set
FOR ALL EVENTS AND CIRCUMSTANCES AND TO THE MAXIMUM forth in the second sentence of Section 8 shall be federal law and not
EXTENTPERMITTED UNDERAPPLICABLE LAW,LIFERAY'SAND ITS the laws of the State of New York.
AFFILIATES' AGGREGATE AND CUMULATIVE LIABILITY ARISING
OUT OF OR RELATING TO THIS EULA, INCLUDING WITHOUT
LIMITATION ON ACCOUNT OF PERFORMANCE OR NOW
PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM
OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT
(INCLUDING,WITHOUT LIMITATION, NEGLIGENCE),STATUTE OR
OTHERWISE WILL NOT EXCEED FIFTY UNITED STATES DOLLARS
($50.00).
6.3. Allocation of Risk
THE PROVISIONS OF SECTION 5 AND THIS SECTION 6 ALLOCATE
THE RISKS UNDER THIS EULA BETWEEN LIFERAY AND YOU.THIS
ALLOCATION IS AN INTRINSIC PART OF,AND THE BASIS OF,THE
BARGAIN BETWEEN YOU AND LIFERAY AND WITHOUT SUCH
ALLOCATION LIFERAY WOULD NOT HAVE ENTERED INTO THIS
EULA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS
CONTAINED IN SECTIONS 5 AND 6 APPLY TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW,EVEN IF ANY REMEDY
(INCLUDING ANY LIMITED OR EXCLUSIVE REMEDY) PROVIDED
FOR IN THISAGREEMENT FAILS IN ITS ESSENTIAL PURPOSE.
7. Export Control
You: (i)acknowledge and agree that the Software and its components
are subject to export controls under the U.S. Commerce Department's
Export Administration Regulations ("EAR"); (ii) represent and warrant
that You are not located in any country listed in Country Group EA in
Supplement No. 1 to part 740 of the EAR; (iii) shall not export, re-
export, divert, or transfer the Software to any prohibited destination or
to any party who has been prohibited from participating in US export
transactions by any federal agency of the US government; (iv) shall
not use or transfer the Software for use in connection with the design,
Page 3 of 3 1201601_NA
ATTACHMENT E
EULA: LIFERAY DEVELOPER STUDIO
This End User License Agreement ("EULA") governs the use of the Liferay Developer Studio software including any related updates, upgrades,
versions, appearance, source code, structure, organization, Documentation (as defined below) and application program interface(s) (collectively the
"Software"), regardless of the delivery mechanism. For the purposes of this EULA Software shall not include Liferay Portal Enterprise Edition,which is
delivered as part of Liferay Developer Studio,but subject to its own end user license agreement.
PLEASE READ THIS EULA CAREFULLY BEFORE ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE. BY
CLICKING YOUR ASSENT OR ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE, YOU SIGNIFY YOUR
ASSENT TO AND ACCEPTANCE OF THIS EULA AND ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THE TERMS.IF YOU
ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT,THEN YOU MUST NOT ACCESS,
DOWNLOAD,INSTALL OR IN ANY WAY USE THE SOFTWARE.
1. Definitions contractors to assist with the installation and use of the Software on
"Affiliates" means in the case of a company, an entity that owns or Your behalf and only for Your own internal business use, provided that
controls, is owned or controlled by, or is under common control or You will remain responsible for all of Your obligations under the this
ownership with a party, where 'control' is the possession, direct or EULA and for the activities and omissions of the third parties.
indirect, of the power to direct or cause the direction of the
management and policies of an entity, whether though ownership of 3. Restrictions,Intellectual Property Rights.
voting shares,by contract or otherwise.
3.1 The license granted to You under this EULA does not authorize You
"Business Partner" means an organization authorized by Liferay, (nor may You allow any third party, specifically non-employees of
directly or indirectly, to promote, market, sell, resell, distribute and Yours)to:(i)copy,reproduce,use,sublicense, rent,lease or otherwise
support the Software. distribute or allow third party access to the Software except as
expressly authorized hereunder; (ii) decompile, disassemble, reverse
"Development Purposes" means using the Software for the specific engineer, translate, modify, loan, convert or apply any procedure or
purpose of building software that runs with or on the Software. process to the Software in order to ascertain, derive, and/or
appropriate for any reason or purpose, including the Software source
"Documentation" means the documentation generally made available code or source listings or any trade secret information or process
by Liferay in conjunction with Software at dev.liferay.com. contained in the Software(except as permitted under applicable law);
(iii) execute or incorporate other software (except for approved
"Liferay" means Liferay, Inc. with a principal place of business at software as more particularly identified in the Documentation or
1400 Montefino Avenue,Diamond Bar,CA 91765. specifically approved by Liferay in writing) into Software, or create a
derivative work of any part of the Software, (iv) remove any product
"Third Party Software" means software program, computer code, identification, trademarks, trade names or titles, copyrights, legends
programming libraries, application programming interfaces, or other or any other proprietary marking on the Software; (v) disclose the
materials, (i)the intellectual property rights of which are not owned by results of any benchmarking of the Software (whether or not obtained
Liferay or its Affiliates and (ii) which is licensed under terms and with Liferay's assistance) to any third party; (vi) use any of Liferay's
conditions outside the scope of this EULA as further specified in intellectual property rights protected by applicable laws and contained
Section 2 below. in or accessible through the Software for the purpose of building a
competitive product or service or copying its features or user
"You" means, as applicable, the individual or the entity on whose interface, (vii) use the Software to develop, enhance or create
behalf the individual is acting and "Your" shall be construed derivative works of any community version of the Liferay Portal
accordingly. software.
2. License Grant 3.2 You acknowledge and agree that title to the Software and each
Subject to the restrictions set forth in this Section 2 and Section 3 component, copy and modification, including but not limited to all
below and subject to Your compliance with the other terms and derivative works, improvements or upgrades ("Derivative Works")
conditions of this EULA, Liferay grants to You a perpetual, non- whether made by Liferay, You or on Liferay's or on Your behalf,
transferable, non-exclusive, worldwide, non-sublicensable license, to including those made at Your suggestion and all associated
use the Software for Development Purposes only, limited to use on intellectual property rights, are and shall remain the sole and exclusive
one(1)development workstation and solely for use in connection with property of Liferay, its Affiliates and/or its licensors. You agree to
Liferay Portal Enterprise Edition software.You acquire only the right to assign, and hereby irrevocably and unconditionally assign to Liferay,
use the Software and do not acquire any rights of ownership in the in perpetuity and without further consideration, all right, title and
Software. Liferay reserves all rights to the Software not expressly interest in and to all Derivative Works created by or on behalf of You,
granted to You. The Software is provided with certain Third Party and all intellectual property rights therein or relative thereto. To the
Software. Each Third Party Software item is licensed to You under the extent such intellectual property rights cannot(as a matter of law) be
applicable license terms and conditions set forth at assigned by You to Liferay, You unconditionally and irrevocably grant
www.liferay.com/third-party-software or in a file accompanying the to Liferay a perpetual, non-terminable, exclusive (without reservation),
Software and your use of any Third Party Software shall be subject to royalty-free, fully-paid, right and license, with the right to sublicense
such terms and conditions. Any source code, in accordance with the through multiple tiers of sublicensees, under any and all such rights:(i)
applicable license terms of Third Party Software, will be made to reproduce, create derivative works of, distribute, publicly perform,
available by Liferay as instructed in the README.txt file bundled with publicly display, digitally transmit and otherwise use the Derivative
the Software. The license granted to You under this EULA pertains Works in any medium or format, whether now known or hereafter
solely to Your use of the Software and nothing in this EULA is discovered; (ii)to use, make, have made,sell,offer to sell, import,and
intended to limit Your rights under,or grant You rights that supersede, otherwise exploit any product or service based on, embodying,
the license terms of any Third Party Software.You may use third party incorporating or derived from the Derivative Work(s) and (iii) to
Page 1 of 3 1101508_NA
�• L I F E RAY End User License Agreement
Liferay Developer Studio
exercise any and all other present or future rights in the same. You INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
also confirm that any relevant moral rights in the Derivative Works CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS
have been waived, or if such rights are unwaivable, You agree to not OR EXPENSES.
enforce such rights, and for the avoidance of doubt this waiver and
agreement shall extend to Liferay's licensees and successor in title.At IN EACH CASE(1)THROUGH(I 11),WHETHER OR NOT FORSEEABLE;
Liferay's request and expense, You shall execute and deliver such EVEN IF LIFERAY,ITS AFFILIATES OR A BUSINESS PARTNER HAS
instruments and take such other action as may be reasonably BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
requested by Liferay to perfect or protect Liferay's rights in the LOSSES,COSTS OR EXPENSES.
Software and Derivative Works.
5.2 Limitation of Liability.
4. Disclaimer of Warranty FOR ALL EVENTS AND CIRCUMSTANCES AND TO THE MAXIMUM
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,THE EXTENT PERMITTED UNDERAPPLICABLE LAW,LIFERAY'SAND ITS
SOFTWARE IS PROVIDED AND LICENSED "AS IS" WITHOUT AFFILIATES' AGGREGATE AND CUMULATIVE LIABILITY ARISING
WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, OUT OF OR RELATING TO THIS EULA, INCLUDING WITHOUT
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-
QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM
FITNESS FOR A PARTICULAR PURPOSE, AND SUCH IMPLIED OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT
WARRANTIES, ANY OTHER WARRANTIES, REPRESENTATIONS, (INCLUDING,WITHOUT LIMITATION, NEGLIGENCE),STATUTE OR
CONDITIONS AND TERMS,EXPRESS OR IMPLIED(AND WHETHER OTHERWISE WILL NOT EXCEED FIFTY UNITED STATES DOLLARS
IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING, ($50.00).
TRADE USAGE OR OTHERWISE)ARE HEREBY EXCLUDED TO THE
FULLEST EXTENT PERMITTED BY LAW. LIFERAY DOES NOT 5.3 Allocation of Risk.
WARRANT THAT (1) THE SOFTWARE WILL MEET YOUR THE PROVISIONS OF SECTION 4 AND THIS SECTION 5 ALLOCATE
REQUIREMENTS, (11) THE USE OF THE SOFTWARE WILL BE THE RISKS UNDER THIS EULA BETWEEN LIFERAY AND YOU.THIS
UNINTERRUPTED OR ERROR FREE, (111) THE SOFTWARE WILL ALLOCATION IS AN INTRINSIC PART OF,AND THE BASIS OF,THE
COMPLY WITH REGULATORY REQUIREMENTS APPLICABLE TO BARGAIN BETWEEN YOU AND LIFERAY AND WITHOUT SUCH
YOU OR APPEAR PRECISELY AS DESCRIBED IN THE ALLOCATION, LIFERAY WOULD NOT HAVE ENTERED INTO THIS
ACCOMPANYING DOCUMENTATION.YOU AGREE THAT YOU ARE EULA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS
SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE CONTAINED IN SECTIONS 4 AND 5 APPLY TO THE MAXIMUM
USE OF THE SOFTWARE. EXTENT PERMITTED BY APPLICABLE LAW,EVEN IF ANY REMEDY
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING (INCLUDING ANY LIMITED OR EXCLUSIVE REMEDY) PROVIDED
DISCLAIMER,THE SOFTWARE IS NOT SPECIFICALLY DESIGNED, FORINTHISEULAFAILSIN ITS ESSENTIAL PURPOSE.
MANUFACTURED OR INTENDED FOR USE IN (1) FACILITIES OR
ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE, 6. Export Control.
INCLUDING BUT NOT LIMITED TO (A) THE PLANNING, You: (i)acknowledge and agree that the Software and its components
CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT are subject to export controls under the U.S. Commerce Department's
OPERATION OF NUCLEAR FACILITIES,(B)AIRCRAFT NAVIGATION, Export Administration Regulations ("EAR"); (ii) represent and warrant
CONTROL ORCOMMUNICATION SYSTEMS,WEAPONS SYSTEMS, that You are not located in any country listed in Country Group EA in
(C) DIRECT LIFE SUPPORT SYSTEMS OR (2) SIMILAR ULTRA- Supplement No. 1 to part 740 of the EAR; (iii) shall not export, re-
HAZARDOUS OR STRICT LIABILITY ACTIVITIES AND YOU ARE export, divert, or transfer the Software to any prohibited destination or
SOLELY RESPONSIBLE AND EXPRESSLY ASSUME ALL RISK FOR to any party who has been prohibited from participating in US export
ANYSUCH USE. transactions by any federal agency of the US government; (iv) shall
not use or transfer the Software for use in connection with the design,
5. Exclusion and Limitation of Liability,RiskAllocation development or production of nuclear, chemical or biological
weapons, or rocket systems, space launch vehicles, or sounding
5.1 Exclusionof Liability. rockets or unmanned air vehicle systems; and (v) acknowledge and
TO THE MAXIMUM EXTENT PERMITTED UNDERAPPLICABLE LAW, agree that if You export, re-export, or transfer the Software to eligible
IN NO EVENT WILL LIFERAY OR ANY OF ITS AFFILIATES HAVE ANY recipients, then You shall: (a) strictly comply will all applicable export
LIABILITY TO YOU OR YOUR AFFILIATES, UNDER ANY LEGAL OR control laws, (b) obtain all necessary licenses and permits, including
EQUITABLE THEORY, WHETHER IN CONTRACT, TORT (INCLUDING, those required by the EAR; and (c) submit all reports required by the
WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, Commerce Department's Bureau of Industry and Security, which
STATUTE OROTHERWISE,FOROR IN CONNECTION WITH: include the name and address (including country) of each transferee.
Liferay will not have any liability for the failure to obtain a U.S. export
(1) ANY ECONOMIC LOSSES, LOSS OF REVENUE, LOSS OF license to export the Software. You further acknowledge and agree
CUSTOMERS OR BUSINESS, LOSS OF OR DAMAGE TO that countries including the United States may restrict the import, use,
REPUTATION ORGOODWILL,LOSS OFANTICIPATED PROFITS, or export of encryption products (which may include the Software)
LOSS UNDER OR IN RELATION TO ANY OTHER CONTRACT, and agree that You shall be solely responsible for compliance with any
LOSS OF DATA OR INTERRUPTION OF SERVICES, LOSS OF such import, use, or export restrictions. You shall indemnify Liferay,
ANTICIPATED SAVINGS OR BENEFITS,OR COVER COSTS OR including its officers, directors and agents from all losses and liabilities
ANALOGOUS COST RELATED TO THE PROCUREMENT OF (including reasonable attorneys fees and court costs)arising from any
REPLACEMENT SERVICES OR SOFTWARE; breach of Your representations, warranties or obligations under this
Section.
(11) ANY LOSSES,COSTS,EXPENSES OR DAMAGES ARISING OUT
OF OR IN CONNECTION WITH ANY MALFUNCTIONS, 7. General.
REGULATORY NON-COMPLIANCE, DELAYS, PRODUCT If any provision of this EULA is held to be unenforceable, such ruling
LIABILITY,RELIANCE,BREACH OFANY IMPLIED DUTY;OR shall not affect the enforceability of the remaining provisions. The
affected provision(s)will be deemed amended to the minimum extent
(111) ANY LOSSES,COSTS,EXPENSES OR DAMAGES OTHER THAN necessary to render it valid and enforceable in conformity with
DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, ANY applicable law and parties' intent as expressed in this EULA. This
Page 2 of 3 1101508_NA
�• L I F E RAY End User License Agreement
Liferay Developer Studio
EULA shall be governed by the laws of the State of New York
and of the United States, without regard to any conflict of
laws provisions. The rights and obligations of the parties to
this EULA shall not be governed by the United Nations
Convention on the International Sale of Goods.
8. U.S.Federal Government End Users.
Liferay provides the Software for U.S. federal government end
use under this EULA with the following modifications:(a)the last
sentence in Section 6 is removed in its entirety, and (b) the
governing law as set forth in the second sentence of Section 7
shall be federal law and not the laws of the State of New York.
Page 3 of 3 1101508_NA
ATTACHMENT F
EULA: LIFERAY DIAGNOSTIC TOOLS
This End User License Agreement("EULA")governs the use of Liferay Diagnostic Tools software including any related updates, upgrades, versions,
appearance, source code, structure, organization, Documentation (as defined below) and application programming interfaces (collectively the
"Software"),regardless of the delivery mechanism.
PLEASE READ THIS EULA CAREFULLY BEFORE ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE. BY
CLICKING YOUR ASSENT OR ACCESSING, DOWNLOADING, INSTALLING OR IN ANY WAY USING THE SOFTWARE, YOU SIGNIFY YOUR
ASSENT TO AND ACCEPTANCE OF THIS EULA AND ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THE TERMS.IF YOU
ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS
AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT,THEN YOU MUST NOT ACCESS,
DOWNLOAD,INSTALL OR IN ANYWAY USE THE SOFTWARE.
1. Definitions 2. License Grant
"Affiliates" means in the case of a company, an entity that owns or Subject to the restrictions set forth in this Section 2 and Section 3
controls, is owned or controlled by, or is under common control or below and subject to Your compliance with the other terms and
ownership with a party, where 'control' is the possession, direct or conditions of this EULA, Liferay grants to You a non-transferable, non-
indirect, of the power to direct or cause the direction of the exclusive, worldwide, non-sublicensable license, to use the Software
management and policies of an entity, whether though ownership of during the Subscription Term. You may use the Software solely for
voting shares,by contract or otherwise. Your internal business operations (which includes Your Affiliates) and
solely for Diagnostic Purposes. You acquire only the right to use the
"Business Partner" means an organization authorized by Liferay, Software and do not acquire any rights of ownership in the Software.
directly or indirectly, to promote, market, sell, resell, distribute and Liferay reserves all rights to the Software not expressly granted to
support the Software. You.The Software is provided with certain Third Party Software. Each
Third Party Software item is licensed to You under the applicable
"Diagnostic Purposes" means using the Software at the direction of license terms and conditions set forth in a file accompanying the
Liferay and solely for the purpose of diagnosing and analyzing any Software and Your use of any Third Party Software shall be subject to
incidents covered by the scope of support provided by Liferay to You such terms and conditions. The license granted to You under this
for Liferay Portal Enterprise Edition software as part of the EULA pertains solely to Your use of the Software and nothing in this
Subscription Services. EULA is intended to limit Your rights under, or grant You rights that
supersede, the license terms of any Third Party Software. The
"Documentation" means the documentation generally made available Software may be used by or for You on Your premises, or within a
by Liferay in conjunction with Software at dev.liferay.com. third party data center, provided that(i)You remain responsible for all
of Your obligations under this EULA and for the activities and
"Forked Software" means modifications to the Software source code omissions of the third party data center, and (ii) You control the
to develop a separately maintained source code program (a) with access to the Software (which control of access does not require
features not present in the Software source code or (b) where physical control and instead may be accomplished through the use of
modifications to the original source code of the Software are not appropriate contractual provisions with the data center operator). You
automatically integrated with the original source code of the Software. may use third party contractors to assist with the installation and use
of the Software on Your behalf and only for Your own internal
"Liferay" means Liferay, Inc. with a principal place of business at business use, provided that You will remain responsible for all of Your
1400 Montefino Avenue,Diamond Bar,CA 91765. obligations under the this EULA and for the activities and omissions of
the third parties.
"Limiting Devices" means time-out devices, counter devices, and/or
other devices intended to ensure the limits of the license granted to 3. Restrictions,Intellectual Property Rights
You under this EULA will not be exceeded.
3.1. The license granted to You under this EULA does not authorize You
"Subscription Services" means fee-bearing Liferay subscriptions for (nor may You allow any third party, specifically non-employees of
certain value-added services provided for a defined period of time and Yours)to:(i)copy,reproduce,use,sublicense, rent,lease or otherwise
related to the software known as"Liferay Portal Enterprise Edition." distribute or allow third party access to the Software except as
expressly authorized hereunder; (ii) decompile, disassemble, reverse
"Subscription Term" means the initial and any renewal term of engineer, translate, modify, loan, convert or apply any procedure or
Subscription Services. process to the Software in order to ascertain, derive, and/or
appropriate for any reason or purpose, including the Software source
"Third Party Software" means software program, computer code, code or source listings or any trade secret information or process
programming libraries, application programming interfaces, or other contained in the Software (except as permitted under applicable law)
materials, (i)the intellectual property rights of which are not owned by (iii) execute or incorporate other software (except for approved
Liferay or its Affiliates and (ii) which is licensed under terms and software as more particularly identified in the Documentation or
conditions outside the scope of this EULA as further specified in specifically approved by Liferay in writing) into Software, or create a
Section 2 below. derivative work of any part of the Software; (iv) remove any product
identification, trademarks, trade names or titles, copyrights, legends
"You" means, as applicable, the individual or the entity on whose or any other proprietary marking on the Software; (v) disclose the
behalf the individual is acting and "Your' shall be construed results of any benchmarking of the Software (whether or not obtained
accordingly. with Liferay's assistance)to any third party; (vi) attempt to circumvent
any user limits or other license,timing or use restrictions that are built
into, defined or agreed upon, regarding the Software; (vii) use any of
Liferay's intellectual property rights protected by applicable laws and
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■■ ■ L I F E RAY End User License Agreement
■■ Liferay Diagnostic Tools
contained in or accessible through the Software for the purpose of YOU OR APPEAR PRECISELY AS DESCRIBED IN THE
building a competitive product or service or copying its features or ACCOMPANYING DOCUMENTATION.YOU AGREE THAT YOU ARE
user interface, (viii) use the Software to develop or enhance any (a) SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE
open source version of Software (such as "Liferay Portal Community USE OF THE SOFTWARE.
Edition") or (b) derivative works of any open source version of the
Software;or(IX)develop Forked Software. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
DISCLAIMER,THE SOFTWARE IS NOT SPECIFICALLY DESIGNED,
3.2. You are hereby notified that the Software may contain Limiting MANUFACTURED OR INTENDED FOR USE IN (1) FACILITIES OR
Devices. If the Software contains Limiting Devices, Liferay will provide ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE,
You with materials necessary to use the Software to the extent INCLUDING BUT NOT LIMITED TO (A) THE PLANNING,
permitted. You may not tamper with or otherwise take any action to CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT
defeat, disable or circumvent a Limiting Device or other control OPERATION OF NUCLEAR FACILITIES,(B)AIRCRAFT NAVIGATION,
measure. Except as permitted herein, any attempt to assign, transfer CONTROL ORCOMMUNICATION SYSTEMS,WEAPONS SYSTEMS,
or sublicense the Software to any third party will be void. You may (C) DIRECT LIFE SUPPORT SYSTEMS OR (2) SIMILAR ULTRA-
make any reasonable number of copies of the Software for data HAZARDOUS OR STRICT LIABILITY ACTIVITIES AND YOU ARE
archival purposes.To the extent a license key is attached to a specific SOLELY RESPONSIBLE AND EXPRESSLY ASSUME ALL RISK FOR
machine, which for example may be identified by a MAC address or ANYSUCHUSE.
host name,You can transfer the license from one machine to another,
provided that this does not increase the total number of licensed units 5. Exclusion and Limitation of Liability,Risk Allocation
and You only use it for Diagnostic Purposes.
5.1. Exclusion of Liability
3.3. You acknowledge and agree that title to the Software and each TO THE MAXIMUM EXTENT PERMITTED UNDERAPPLICABLE LAW,
component, copy and modification, including but not limited to all IN NO EVENT WILL LIFERAY ORANY OF ITSAFFILIATES HAVE ANY
derivative works, improvements or upgrades ("Derivative Works") LIABILITY TO YOU OR YOUR AFFILIATES, UNDER ANY LEGAL OR
whether made by Liferay, You or on Liferay's or on Your behalf, EQUITABLE THEORY, WHETHER IN CONTRACT, TORT(INCLUDING,
including those made at Your suggestion and all associated WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY,
intellectual property rights, are and shall remain the sole and exclusive STATUTE OR OTHERWISE,FORORIN CONNECTION WITH:
property of Liferay, its Affiliates and/or its licensors. You agree to
assign, and hereby irrevocably and unconditionally assign to Liferay, (1) ANY ECONOMIC LOSSES, LOSS OF REVENUE, LOSS OF
in perpetuity and without further consideration, all right, title and CUSTOMERS OR BUSINESS, LOSS OF OR DAMAGE TO
interest in and to all Derivative Works created by You or on Your REPUTATION ORGOODWILL,LOSS OFANTICIPATED PROFITS,
behalf, and all intellectual property rights therein or relative thereto.To LOSS UNDER OR IN RELATION TO ANY OTHER CONTRACT,
the extent such intellectual property rights cannot(as a matter of law) LOSS OF DATA OR INTERRUPTION OF SERVICES, LOSS OF
be assigned by You to Liferay, You unconditionally and irrevocably ANTICIPATED SAVINGS OR BENEFITS,OR COVER COSTS OR
grant to Liferay a perpetual, non-terminable, exclusive (without ANALOGOUS COST RELATED TO THE PROCUREMENT OF
reservation), royalty-free, fully-paid, right and license, with the right to REPLACEMENT SERVICES OR SOFTWARE;
sublicense through multiple tiers of sublicensees, under any and all
such rights: (i) to reproduce, create derivative works of, distribute, (11) ANY LOSSES,COSTS,EXPENSES OR DAMAGES ARISING OUT
publicly perform, publicly display, digitally transmit and otherwise use OF OR IN CONNECTION WITH ANY MALFUNCTIONS,
the Derivative Works in any medium or format,whether now known or REGULATORY NON-COMPLIANCE, DELAYS, PRODUCT
hereafter discovered; (ii)to use, make, have made, sell, offer to sell, LIABILITY,RELIANCE,BREACH OFANY IMPLIED DUTY;OR
import, and otherwise exploit any product or service based on,
embodying, incorporating or derived from the Derivative Work(s) and (111) ANY LOSSES,COSTS,EXPENSES OR DAMAGES OTHER THAN
(iii)to exercise any and all other present or future rights in the same. DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, ANY
You also confirm that any relevant moral rights in the Derivative Works INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
have been waived, or if such rights are unwaivable, You agree to not CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS
enforce such rights, and for the avoidance of doubt this waiver and OR EXPENSES.
agreement shall extend to Liferay's licensees and successor in title.At
Liferay's request and expense, You shall execute and deliver such IN EACH CASE(1)THROUGH(111),WHETHER OR NOT FORSEEABLE;
instruments and take such other action as may be reasonably EVEN IF LIFERAY,ITS AFFILIATES OR A BUSINESS PARTNER HAS
requested by Liferay to perfect or protect Liferay's rights in the BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
Software and Derivative Works. LOSSES,COSTS OR EXPENSES.
4. Disclaimer of Warranty 5.2. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,THE FOR ALL EVENTS AND CIRCUMSTANCES AND TO THE MAXIMUM
SOFTWARE IS PROVIDED AND LICENSED "AS IS" WITHOUT EXTENTPERMITTED UNDERAPPLICABLE LAW,LIFERAY'SAND ITS
WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AFFILIATES' AGGREGATE AND CUMULATIVE LIABILITY ARISING
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF OUT OF OR RELATING TO THIS EULA, INCLUDING WITHOUT
QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-
FITNESS FOR A PARTICULAR PURPOSE, AND SUCH IMPLIED PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM
WARRANTIES, ANY OTHER WARRANTIES, REPRESENTATIONS, OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT
CONDITIONS AND TERMS,EXPRESS OR IMPLIED(AND WHETHER (INCLUDING,WITHOUT LIMITATION, NEGLIGENCE), STATUTE OR
IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING, OTHERWISE WILL NOT EXCEED FIFTY UNITED STATES DOLLARS
TRADE USAGE OR OTHERWISE)ARE HEREBY EXCLUDED TO THE ($50.00).
FULLEST EXTENT PERMITTED BY LAW. LIFERAY DOES NOT
WARRANT THAT (1) THE SOFTWARE WILL MEET YOUR 5.3. Allocation of Risk
REQUIREMENTS, (11) THE USE OF THE SOFTWARE WILL BE THE PROVISIONS OF SECTION 4 AND THIS SECTION 5 ALLOCATE
UNINTERRUPTED OR ERROR FREE, (111) THE SOFTWARE WILL THE RISKS UNDER THIS EULA BETWEEN LIFERAY AND YOU.THIS
COMPLY WITH REGULATORY REQUIREMENTS APPLICABLE TO ALLOCATION IS AN INTRINSIC PART OF,AND THE BASIS OF,THE
Page 2 of 3 1201601_NA
■■ ■ L I F E RAY End User License Agreement
■■ Liferay Diagnostic Tools
BARGAIN BETWEEN YOU AND LIFERAY AND WITHOUT SUCH
ALLOCATION LIFERAY WOULD NOT HAVE ENTERED INTO THIS
EULA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS
CONTAINED IN SECTIONS 4 AND 5 APPLY TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW,EVEN IF ANY REMEDY
(INCLUDING ANY LIMITED OR EXCLUSIVE REMEDY) PROVIDED
FOR IN THISAGREEMENT FAILS IN ITS ESSENTIAL PURPOSE.
6. Export Control
You: (i)acknowledge and agree that the Software and its components
are subject to export controls under the U.S. Commerce Department's
Export Administration Regulations ("EAR"); (ii) represent and warrant
that You are not located in any country listed in Country Group E:1 in
Supplement No. 1 to part 740 of the EAR; (iii) shall not export, re-
export, divert, or transfer the Software to any prohibited destination or
to any party who has been prohibited from participating in US export
transactions by any federal agency of the US government; (iv) shall
not use or transfer the Software for use in connection with the design,
development or production of nuclear, chemical or biological
weapons, or rocket systems, space launch vehicles, or sounding
rockets or unmanned air vehicle systems; and (v) acknowledge and
agree that if You export, re-export, or transfer the Software to eligible
recipients, then You shall: (a) strictly comply will all applicable export
control laws, (b) obtain all necessary licenses and permits, including
those required by the EAR; and (c) submit all reports required by the
Commerce Department's Bureau of Industry and Security, which
include the name and address (including country) of each transferee.
Liferay will not have any liability for the failure to obtain a U.S. export
license to export the Software. You further acknowledge and agree
that countries including the United States may restrict the import, use,
or export of encryption products (which may include the Software)
and agree that You shall be solely responsible for compliance with any
such import, use, or export restrictions. You shall indemnity Liferay,
including its officers,directors and agents from all losses and liabilities
(including reasonable attorneys fees and court costs)arising from any
breach of Your representations, warranties or obligations under this
Section.
7. General
If any provision of this EULA is held to be unenforceable, such ruling
shall not affect the enforceability of the remaining provisions. The
affected provision(s)will be deemed amended to the minimum extent
necessary to render it valid and enforceable in conformity with
applicable law and parties' intent as expressed in this EULA. This
EULA shall be governed by the laws of the State of New York and of
the United States, without regard to any conflict of laws provisions.
The rights and obligations of the parties to this EULA shall not be
governed by the United Nations Convention on the International Sale
of Goods.
6. U.S.Federal Government End Users.
Liferay provides the Software for U.S. federal government end use
under this EULA with the following modifications: (a)the last sentence
in Section 6 is removed in its entirety,and(b)the governing law as set
forth in the second sentence of Section 7 shall be federal law and not
the laws of the State of New York.
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