1. "Application" means application(s) created by You or a Third Party (as defined below) using a Rogue Wave Development license (as defined below).

2. "Computer" means primarily a single computing device used by a single end user and that utilizes an operating system that runs the Software (as defined below).

3. "Copy" means a physical copy, as on a CD, or loading the Software or an Application into RAM or permanent memory of a Computer.

4. "Deploy" or "Deployment" means each time You make a Copy of an Application, when the Application calls upon the Software to execute pursuant to an Application Run-Time License (as defined below) for PV-WAVE, TS-WAVE or JWAVE, as the case may be.

5. "Development" means a license for Internal use of the Software to create Applications, and/or a license for Internal use of the Software as a standalone analytics tool, as the case may be.

6. "Documentation" means printed, electronic or online documentation purchased from Rogue Wave or provided by Rogue Wave to licensees of its corresponding proprietary PV-WAVE, JWAVE and TS-WAVE software libraries.

7. "Floating" Users mean Users that may concurrently use the Software via access to one or more Servers at the Site for development or in connection with Deployment pursuant to an Application Run-Time license, as the case may be.

8. "Internal" means use is limited to Licensee, its employees, and contractors performing work for Licensee's benefit, but not Licensee's customers or other third parties.

9. "License Fee Agreement" means the business transaction document(s) between You and Rogue Wave (such as, but not limited to Rogue Wave quotations, Your purchase orders and Rogue Wave's corresponding acknowledgements, and Rogue Wave invoices) which define the agreed parameters of use of the Software, including pricing and the types of licenses (Development and/or Run-Time licenses), and which identify the applicable Server(s) and/or Computer(s) and/or Platforms on which You may use the Software. "License Fee Agreement" excludes each party's preprinted boilerplate terms of purchase or sale on such transactional document(s) and all such preprinted terms and conditions of purchase or sale are hereby rejected.

10. "M&S" means Rogue Wave's annual Maintenance and Support service.

11. "Node Lock" means use is limited to a specifically identified Computer or Server at the Site.

12. "Pack" means the number of authorized Development or Application Run-Time Node Lock licenses of the Software, as the case may be, allowing access via a Server to the Software for Development of one (1) or more Applications, or enabling display via a Server of the Software output pursuant Application Run-Time Node Lock licenses, respectively, when sold as a group of Development or Application Run-Time licenses. Packs only apply to use of the Software or Application(s) using a Run-Time version of the Software via a Server.

13. Platform means the operating system on which You are licensed to use the Software via access to one or more Servers at the Site for development or in connection with Deployment pursuant to an Application Run-Time license, as the case may be .

14. "Run-Time(s)" means the authority for one (1) or more Users to run an Application, developed pursuant to a Rogue Wave Software Development license, with a particular application version of the Software, whether PV-WAVE, TS-WAVE or JWAVE. Each Run-Time only applies to those versions of the Software that consist of an executable PV-WAVE, TS-WAVE or JWAVE procedure (i.e. previously compiled in .cpr file format). A Run-Time can only be run or executed in connection with an Application, and cannot be used for creating or modifying Software code or for other Development purposes.

15. "Seat(s)" means the maximum authorized number of Node Lock or Floating Users of the Software.

16. "Server" means a multiple processor-computing device accessed and used by more than a single end user.

17. "Site" is the geographical location of the Server(s) and/or Computers (i) on which the Software is to be installed and used, as specified in Your License Fee Agreement with Rogue Wave, or, if not specified therein (ii) where the Software is delivered to You by Rogue Wave.

18. "Software" means Rogue Wave's proprietary PV-WAVE, JWAVE and TS-WAVE software, as specified in the applicable Licensee Fee Agreement, and includes the corresponding Documentation and, if You have purchased support and maintenance, any Updates and New Releases (as those terms are defined in Exhibit A attached hereto and made a part hereof) subsequently provided by Rogue Wave to Licensee. Software does not include any third-party software products that may be embedded in or bundled with the Software, which products are separately licensed by the copyright holder.

19. "Third Party" means (i) if You are an individual, and are the only authorized User of the Software pursuant to this Agreement, any other individual (including co-workers), and any legal entity (including Your employer), or (ii) if You are a legal entity, any individual not employed by You, and any other legal entity such as Your customers, suppliers and affiliated companies.

20. "User" refers (i) for Development licenses, to one or more individuals each of whom will Internally use a Copy of Software on only one (1) Computer, or multiple users who may access the Software via a Server for development of one (1) or more Application(s), and/or use the Software as a standalone analytics tool; and (ii) for Application Run-Time licenses, to each user of a Copy of one (1) or more Application(s), which Application(s) calls upon the Software to execute on a Computer, or via a Server.

21. "Rogue Wave" and "Licensor" mean Rogue Wave Software, Inc.

1. Development License Grant. Subject to the terms and conditions of this Agreement, and upon payment of the applicable fees, You are granted a perpetual, non-transferable, non-exclusive, fee bearing Development license to install one (1) Copy of the Software in object code for Internal use by the number of Users and on the type of Computer(s) and/or Server(s) and/or Platform(s) specified in Your License Fee Agreement with Rogue Wave, for purpose(s) of allowing Users to create and test Applications, and/or for standalone use as an analytic tool, as the case may be. This Development license is limited to Internal use of the Software with the authorized operating system(s) (i) on the number of Computers with the number of individual Users specified in Your License Fee Agreement with Rogue Wave (and for which You have paid the applicable license fees), which License Fee Agreement may also specify Floating User and/or Node Lock limitations corresponding to the number and type of licensed Computers, (ii) on one or more Servers permitting access as specified in Your License Fee Agreement with Rogue Wave, which License Fee Agreement may also specify Floating User, Seat and/or Node Lock limitations corresponding to the number and type of licensed Servers, and/or (iii) on a Computer or a Server as a standalone analytics tool, as the case may be. IF NOT OTHERWISE SPECIFIED IN THE APPLICABLE LICENSE FEE AGREEMENT BETWEEN YOU AND ROGUE WAVE, YOUR DEVELOPMENT LICENSE SHALL BE FOR A SINGLE USER ON A SINGLE COMPUTER. You may make a single backup Copy of the Software for archival purposes, but You shall not make any Copies of the Software for use on any Computer, or on any Server, located outside the Site (except to access one (1) copy of the Software on a Computer's memory for purposes authorized by this Agreement while off-Site for transitory, temporary business purposes). You shall not (x) allow more than the authorized numbers of Users to use the Software or Documentation for development of Applications, (y) allow any Users to use the Software or Documentation for any purpose except for development of Applications and (z) allow more than one (1) User to use the Software or Documentation on each Computer, unless specifically authorized otherwise by Rogue Wave. The Software may be used by You for development purposes to create Application(s) which use calls to compile and link to the Software.

1. Subject to the terms and conditions of this Agreement, and upon payment of the applicable fees for the Development license granted pursuant to Section 2 of this Agreement (if You are a developer), and fees for the Application Run-Time licenses specified in Your License Fee Agreement with Rogue Wave, You are granted a perpetual, non-transferable, non-exclusive, fee-bearing Application Run-Time license to install, use and Copy the Software solely in connection with Your Deployment of one (1) or more Application(s), limited to the number of Run-Time(s), and on the type of Computer(s) and/or Server(s) and/or Platform(s) specified in Your License Fee Agreement with Rogue Wave, in object code, for Internal use only at the Site. Each Application Run-Time license is subject to any applicable limitations with respect to individual Users, numbers of Run-Times, Seats, Floating Users and/or Node Lock limitations specified in Your License Fee Agreement with Rogue Wave. IF NOT OTHERWISE SPECIFIED IN THE APPLICABLE LICENSE FEE AGREEMENT BETWEEN YOU AND Rogue Wave, YOUR APPLICATION RUN-TIME LICENSE SHALL PERMIT ONLY ONE (1) RUN-TIME OF THE SOFTWARE TO EXECUTE YOUR APPLICATION, BY A SINGLE USER ON A SINGLE COMPUTER. An Application Run-Time license only allows You to Internally use (not develop, create or modify) PV-WAVE, TS-WAVE or JWAVE, as the case may be, to Deploy one (1) or more Applications developed by You or a Third Party using a Rogue Wave Development license for the Software. A Third Party may only use Your Application(s) with the Software if such Third Party also purchases one (1) or more Application Run-Time Licenses from Rogue Wave.

2. To the extent not prohibited by applicable state law, You agree to indemnify, hold harmless and defend Rogue Wave from and against any claims or lawsuits, including but not limited to attorney's fees, that are based on the use, deployment or distribution of Your Application(s). You agree to use reasonable efforts to restrict Users of Your Application from copying, sublicensing, modifying, reverse engineering, disassembling, decompiling, or redistributing the Software, or using Your Application as an application development tool. You may not distribute the Software (i) externally, or (ii) to third parties, other than Your contractors who may use the Software for Your Internal benefit only; or (iii) for use in conjunction with a compiler, an interpreter language product, or an interface which forms a part of a programming language product; or (iv) which consists of a development tool or utility program similar to the Software which contains the Software; or (v) which includes, directly or indirectly, the Software Documentation; or (vi) which contains the programming interface derived from the Software. Your Application(s) (y) may not provide Your User(s) with an Application Programming Interface (API) which facilitates programmatic access to the developer version of any dynamically linked library contained in the Software; and (z) may not be used to develop other software programs or applications.

3. Prices and Payment. If You are currently evaluating the Software and decide to purchase the Software or if You have purchased a license to the Software, Licensee shall pay license fees for the Software in accordance with the terms of Your License Fee Agreement with Rogue Wave, or if not specified therein, in accordance with Rogue Wave's then-current price sheet for the Software. Unless otherwise agreed with Rogue Wave, Licensee shall pay all fees net thirty (30) days from date of invoice. Licensee shall pay all taxes arising from or related to its license or use of the Software, excluding taxes based solely on Rogue Wave's net income, provided that Licensee shall have no such tax obligation upon presentation of satisfactory evidence of its exemption from applicable taxes.

4. Limited Warranty and Limitation of Liability. Rogue Wave warrants that the Software will perform substantially in accordance with the Documentation for a period of thirty (30) days from the date of receipt.

5. Infringement Claims. Rogue Wave will defend at its own expense, indemnify and hold You harmless in any action brought against You on a claim that the Software infringes any other party's patent or copyright, provided that You promptly notify Rogue Wave in writing of such claim, Rogue Wave has sole control over the defense of the claim and/or any settlement negotiations, and You cooperate fully in the defense of the claim. Rogue Wave will pay those costs and damages finally awarded against You in any such claim. At its option, Rogue Wave may, in lieu of any other claims by You for indemnification, obtain the right for You to continue using the Software, or repair it, replace it or terminate this Agreement, including any licenses granted herein. The foregoing states Rogue Wave's entire obligation to You for indemnification of any other party's infringement claims.

6. Term and Termination. This Agreement shall take effect as of the date of Your acceptance of this Agreement and shall continue in effect thereafter until terminated by either party. If You fail to comply with any material term or condition herein, Rogue Wave may, at its option, without prejudice to any other rights, terminate this Agreement and/or any license(s) granted herein (including all perpetual Development and Application Run-Time licenses) if such default remains uncorrected thirty (30) days after notice is sent to Licensee. Following termination, You must return or destroy, as requested by Rogue Wave, all copies of the Software and Documentation in Your possession (whether modified or unmodified). You agree to certify Your compliance with such requirement upon Rogue Wave's request. Sections 1, 5, 7, 9, 10, and 12, and this survival clause, shall survive termination of this Agreement. Unless terminated by Rogue Wave for Licensee's material breach in accordance with this Section 8, the Development and Application Run-Time licenses granted pursuant to Section 2 and 3 of this Agreement shall survive any termination of this Agreement.

7. Confidentiality. You agree to maintain in confidence the confidential information of Rogue Wave, including any source code to any Rogue Wave software programs to which You have access. You further agree not to disclose such Rogue Wave confidential information to anyone other than Your employees or contractors who have a need to know or obtain access to such information in order to support Your authorized use of the Software who are bound, by a written agreement, to protect such information against any other use or disclosure.

8. Ownership. The Software and Documentation is copyrighted by Rogue Wave Software, Inc., and is licensed, not sold. Rogue Wave retains sole and exclusive ownership of all right, title, and interest in and to the Software and Documentation, and all copies thereof, subject only to the licenses expressly granted to You herein. This Agreement does not provide You with title or ownership of the Software and Documentation, but only a revocable license of limited use. Except as provided herein You may not rent, lease, loan, duplicate, distribute, publish, transfer, sublicense, or make the Software or Documentation available in any form to others. You may not reverse engineer, decompile, or disassemble the Software. You agree to reproduce any Rogue Wave proprietary and copyright notices concerning the Software on all copies of the Application that include Rogue Wave's copyrighted works as authorized by this Agreement.

9. Compliance Verification. You must have a commercially-reasonable process in place to track the usage of the Software in order to ensure that the appropriate license fees have been paid under this Agreement. You will, upon Rogue Waves request, certify in writing Your usage of the Software. In the event You fail to provide such certification within thirty (30) days of Rogue Waves request, or, if Rogue Wave reasonably believes that a certification provided by You is inaccurate, You will permit Rogue Wave, or a mutually-approved independent representative, to enter Your premises, during regular business hours, to verify Your compliance with the terms of this Agreement. Notwithstanding any license management mechanisms used or not used by the Software, You are responsible for ensuring that the Software is not used by Users or on computing devices in excess of those for which You have paid the applicable fees.

10. Support. Rogue Wave or its authorized resellers shall provide M&S on the Software at the level and for the period for which Licensee has paid the applicable fees. M&S services provided by Rogue Wave are provided in accordance with Rogue Waves standard maintenance and support and obsolescence policies, which are subject to change. M&S is limited to platforms listed on Rogue Waves current product support matrix, which is also subject to change. Licensee is responsible for ensuring that its development and deployment environment is on the current product support matrix. Off-matrix support is available from Rogue Wave for an additional fee. At the end of the initial maintenance and support term, M&S will automatically renew for successive terms of one (1) year subject to Licensees acceptance of Rogue Waves or its authorized resellers then-current fees, unless notice of non-renewal is given by either party no less than thirty (30) days before expiration of the term. Licensee will be deemed to have accepted Rogue Waves or its authorized resellers then-current fees for any successive term unless Licensee gives notice to Rogue Wave or its authorized reseller (as applicable) of its rejection of any increase in fees no later than thirty (30) days after Licensee receives notice thereof.

11. Customer Reference. Licensee agrees to serve as a reference for the Software. Rogue Wave may, but shall not be obligated to, use, copy and publish Licensee's name and logo used according to Licensee's style guidelines, and a company description based on information that is publicly available or contained in Licensee's marketing materials, in marketing and promotional materials related to the Software (e.g., in media announcements, print and electronic media, web site media, and electronic communications with customers, prospects, partners, and media representatives) and to identify Licensee as a user of and reference for the Software, subject to Licensee's prior review and approval, which shall not be unreasonably withheld or delayed.

1. Severability. If any term or provision of the Agreement is found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, the Agreement will remain in full force and effect, and in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

2. Governing Law/Forum Selection. The Agreement and the parties rights and obligations hereunder shall be solely and exclusively construed, interpreted and enforced under and in accordance with the laws of the State of Colorado, United States of America, without any reference to conflicts of law principles. The parties agree that the U.N. Convention on the International Sale of Goods shall not apply to the Agreement. Any and all disputes between the parties shall be brought and resolved solely and exclusively in the state or federal courts located in the State of Colorado, United States of America. Both parties hereby irrevocably consent to the jurisdiction of such courts and service of process in connection therewith. Any judgment rendered by such courts may be entered and enforced by any court having jurisdiction over the party against which an award is entered or its assets. Both parties hereby irrevocably waive any objections to the jurisdiction of such courts based on any ground, including without limitation improper venue or forum non conveniens.

3. No Joint Venture. Nothing contained in the Agreement will be construed so as to make the parties partners or joint venturers or to permit either party to bind the other party to any agreement or purport to act on behalf of the other party in any respect.

4. Waiver and Modifications. Failure by either party to enforce any rights under this Agreement will not be construed as a waiver of such rights, and a waiver by either party of a default hereunder in one or more instances will not be construed as constituting a continuing waiver or as a waiver in other instances. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement of the modification is sought.

5. Import/Export Law. Licensee may not import, use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained.

6. Taxes. License fees and Maintenance and Support fees are exclusive of, and Licensee will pay, all shipping charges and all taxes, duties and other charges or fees imposed by governmental authorities arising out of the Agreement or the use of the Software by Licensee and its Licensed Developer(s). In addition, if any Software will be delivered to points outside of the United States, all export duties, import duties, tariffs, value added taxes, licenses and other similar taxes, duties and fees will be paid by Licensee. If Licensee is required by the laws of any jurisdiction to deduct or withhold from any payment to Rogue Wave any income taxes which may be levied against Rogue Wave, then Licensees payment shall be increased to an amount equal to the pre-tax payment due divided by a factor equal to one minus the applicable foreign tax rate. The tax shall then be applied to and deducted from the increased payment.

7. U.S. Government Rights. The Software is a commercial item as that term is defined at 48 C.F.R. 2.101, consisting of commercial computer software and commercial computer software documentation as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth in this Agreement. The software licensed to civilian agencies is licensed with Restricted Rights pursuant to FAR 52.227-19.

8. English Language. The parties hereto have expressly required that the present Agreement be drawn up in the English language. / Les parties aux pr‚sentes, ont express‚ment exig‚ que la pr‚sente Convention soient r‚edig‚es en langue anglaise.

13. Evaluation License. If You obtained the software for evaluation purposes, subject to the terms of this Agreement, Rogue Wave grants You a nonexclusive license to install and use the software on computers owned or operated by You and which are subject to Your control, for purposes of testing and evaluation. Provided You include all Rogue Wave copyright, trademark, and government notices in each copy of the software, You may make a reasonable number of copies of the software to accomplish the foregoing. You may not: (i) duplicate, distribute, publish, transfer, sublicense, or make software available in any form to others; or (ii) assign, sublicense or transfer any license granted herein. You may not export software to another country. Rogue Wave retains sole and exclusive ownership of all right, title, and interest in and to the software and associated materials, and all copies thereof including changes made by You. The term of the evaluation license is THIRTY (30) days, unless terminated as provided herein. Rogue Wave may, at its option at any time, in addition to other available remedies, with or without cause, terminate this license. Upon termination or expiration of the evaluation license You are required to return or destroy, as requested by Rogue Wave, all copies of the software in your possession and all other materials pertaining to the Software, including all copies thereof. You agree to certify your compliance with such requirement upon Rogue Wave's request. Software provided under an evaluation license is provided AS IS with NO WARRANTY. ROGUE WAVE MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY. ROGUE WAVE SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ROGUE WAVE BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER UNDER THE EVALUATION LICENSE, INCLUDING BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Copyright 2017, Rogue Wave Software, Inc. All Rights Reserved.

Protected by copyright and licenses restricting use, copying, distribution and decompilation. Rogue Wave and PV-WAVE are registered trademarks of Rogue Wave Software, Inc. in the United States and other countries.