CoSort Version 10 End-User License Agreement Innovative Routines International (IRI), Inc. Effective June 30, 2018 1. Agreement Purpose This is an agreement between the Licensor (IRI), and the Licensee (the company or consultancy employing you), which has been authorized to use the CoSort software in exchange for material consideration. 2. Software Ownership Licensee acknowledges that this is a limited nonexclusive license. Licensor is and remains the owner of all titles, rights, and interests in the Software. In addition, Licensor retains any applicable copy and patent rights, trade and service marks, goodwill, and any confidential and proprietary information related to the evaluation or use of Licensor's software. This includes without limitation, the SortCL program and metadata conversion tools, IRI Workbench (Eclipse IDE), plus all CoSort drop-in sort replacement and conversion programs for third-party sorts, callable library functions, and all documentation. Licensee owns the applications and scripts that Licensee writes to call or use CoSort libraries, or to specify SortCL program jobs. 3. Copy Restrictions This License permits Licensee to install and run the Software on only one computer system hostname. Licensee will not make copies of the Software or allow copies of the Software to be made by others, unless authorized by a separate License Agreement. Licensee may make one backup copy of CoSort software for re-installation purposes only. Licenses for the use of CoSort software are registered, copy-protected and periodically reviewed to assure compliance with the terms of this or another applicable agreement. CoSort library routines and other IRI runtime modules designed for integration into third-party applications, may NOT be copied or in any way disseminated without an IRI distribution (royalty) agreement. Any unauthorized duplication and/or distribution of any IRI program(s), whether linked or used as a separate utility, violates Title 17, Section 506 of United States Code. Criminal violations may result in imprisonment of up to one year and fines of up to $500,000. Civil fines are more severe. CoSort is also protected by international treaties proscribing violations with civil and/or criminal penalties. 4. Warranty & Disclaimer This Software is subject to a limited warranty. Licensor warrants to Licensee that the physical or electronically transferred medium on which this Software was distributed from Licensor's location is free from any defects in materials and workmanship under normal use, that the Software will perform according to its printed documentation, and to Licensor's knowledge Licensee's use of this Software according to the printed documentation is not an infringement of any third party's intellectual property rights. This limited warranty lasts for a period of 90 days after delivery. To the extent permitted by law, THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE. No representative of the Licensor is authorized to make any other warranties or to modify this limited warranty. Any action for breach of this limited warranty must be commenced within one year of the expiration of the warranty. Because some jurisdictions do not allow any limit on the length of an implied warranty, the above limitation may not apply to your license. If the law does not allow disclaimer of implied warranties, then any implied warranty is to be limited to 90 days after Licensor delivery of the Software to Licensee. Depending on jurisdiction, Licensee may have additional warranty rights. 5. Remedies in the Event of a Breach In case of a breach of the Limited Warranty, Licensee's sole remedy is as follows: Licensee will return all copies of the Software to Licensor, at Licensee's cost, along with proof of purchase. Licensee can obtain a step-by-step explanation of this procedure by contacting Licensor at the address below. At Licensor's option, Licensor will either send Licensee a replacement copy of the Software, at Licensor's expense, or refund payment for the licensed copy. Notwithstanding the foregoing, LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE USE OF THIS SOFTWARE. 6. Indemnity Clause Licensee agrees to defend and indemnify Licensor and hold Licensor harmless from all claims, losses, damages, complaints, or expenses that are connected with, or resulting from, Licensee's business operations. 7. Termination Clause Licensor has the right to terminate this License Agreement and the Licensee's right to use this Software on any material breach by Licensee. Licensee agrees to return to Licensor or to destroy all copies of the Software upon termination of the License. 8. Confidentiality Requirement Licensee agrees to abide by the specific confidentiality restrictions in the non-disclosure agreement covering the initial software evaluation, in perpetuity unless IRI has specifically provided a written exception. 9. Exclusive Agreement Unless superseded by a subsequent written agreement between the parties, this License Agreement shall be the entire and exclusive agreement between Licensor and Licensee regarding this Software. This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Licensor and Licensee regarding any and all CoSort Software and its related documentation. 10. Jurisdiction & Severability This License Agreement is governed by the contract laws of Florida. Should any part of this Agreement be rendered or declared invalid by a court of competent jurisdiction in Florida, such invalidation of such part or portion of this Agreement should not invalidate the remaining portions thereof, and they shall remain in full force and effect. 11. Execution & Terminology This License Agreement is valid without Licensor's signature, and it becomes effective upon the Licensee's receipt of the Software installer. The paragraph headings in this License Agreement are for convenience and form no part of this agreement. 12. Further Information For more information concerning this or a custom license agreement, please contact: License Administration Innovative Routines International, Inc. 2194 Highway A1A, Suite 303 Melbourne, Florida 32937-4932 Tel. +1.321.777.8889 Fax. +1.321.777.8886 Email licenses@iri.com