Trial Agreement

TRIAL AGREEMENT FOR HCL APPSCAN STANDARD

HCL Technologies Limited, 806 Siddharth, 96 Nehru Place, New Delhi-110019 (“HCL”)

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN “ACCEPT” BUTTON, OR OTHERWISE USING THE PROGRAM, YOU (“LICENSEE”) AGREE TO THE TERMS OF THIS TRIAL AGREEMENT (“AGREEMENT”). THIS AGREEMENT GOVERNS LICENSEE’S TRIAL (“TRIAL”) OF HCL APPSCAN STANDARD PROGRAM (“APPSCAN STANDARD”). LICENSEE IS THE LEGAL ENTITY ORDERING, ACCESSING, OR USING THE TRIAL AND BY ORDERING, ACCESSING, OR USING THE TRIAL, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN “ACCEPT” BUTTON, OR USE THE PROGRAM; AND PROMPTLY RETURN THE UNUSED MEDIA, DOCUMENTATION, AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM IT WAS OBTAINED. IF THE PROGRAM WAS DOWNLOADED, DESTROY ALL COPIES OF THE APPSCAN STANDARD.

1. HCL AppScan Standard Trial

This Trial is made available by HCL for a limited period to enable Licensee to evaluate the functionality and technology of AppScan Standard. Licensee is authorized to use AppScan Standard during a specified trial period (“Trial Period”) for the purpose of evaluating its functionality and technology. HCL hereby grants Licensee a non-exclusive, non-transferable, limited, and revocable license, without the right to sublicense, to use the AppScan Standard during the Trial Period. AppScan Standard may only provide a limited set of features and function, therefore use in a production environment or for commercial purposes is not supported under this Agreement and any such use is solely at Licensee's own risk. Nothing herein shall be construed as a grant by HCL of any other license or rights relating to the AppScan Standard and is not intended to replace any standard HCL license agreement for production use. Title and ownership to the AppScan Standard will at all times remain with HCL.

Licensee may only participate in a Trial for AppScan Standard one time. The generally available AppScan Standard may be ordered at any time. If Licensee wishes to continue with AppScan Standard upon expiration of the Trial Period, Licensee will need to submit an order for the generally available AppScan Standard offering. HCL is under no obligation to offer migration capabilities or services.

By participating in the Trial, Licensee acknowledges that HCL may contact Licensee related to the Trial experience.

Generally, there are no charges for the Trial, unless otherwise specified by HCL or a third-party service provider. If any authority imposes a custom, duty, tax (including withholding tax), levy or fee for the import or export, transfer, access or use of AppScan Standard or third-party service, then Licensee is responsible to pay any such amount imposed.

2. Technical Support

Technical support for AppScan Standard is not available during the Trial Period.

3. AppScan Standard Additional Terms

3.1 Data Use

With respect to the AppScan Standard provided to Licensee hereunder, Licensee agrees not to provide any personal data or information, including but not limited to any health, payment card or other sensitive personal information that imposes specific data security obligations for the processing of such data, unless it is a supported feature in HCL’s documentation for the AppScan Standard. If Licensee provides or shares any personal data to or with HCL as in connection with the AppScan Standard, then Licensee represents that (i) it is duly authorized to provide personal data to HCL and it does so lawfully in compliance with relevant legislation, (ii) HCL and any entity within the HCL group of companies or its subcontractors can use such data for the purposes of performing its obligations, and (iii) HCL may disclose such data to any HCL entity and its subcontractors for this purpose and may transfer such data to countries outside of the country of origin, which may include countries that are not deemed adequate under applicable data protection laws. For more information on HCL’s data transfer policies and procedures, please review HCL’s Privacy Policy, available at: https://www.hcltech.com/privacy-statement or contact HCL before sharing or providing any personal data. HCL may collect, modify, and analyze meta data and/or operations data that does not contain any of Licensee’s data, such as system log files and transaction counts that relate to system utilization and performance statistics, all as deemed necessary by HCL. HCL may delete Licensee’s data from the AppScan Standard for any reason and at any time without notice

3.2 No Warranties

LICENSEE AGREES THAT DURING THE TRIAL PERIOD APPSCAN STANDARD IS PROVIDED “AS-IS” AND HCL MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO APPSCAN STANDARD, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS, OR SUITABILITY FOR A PARTICULAR PURPOSE AND TITLE AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. IN NO EVENT WILL HCL BE LIABLE TO LICENSEE OR TO ANY OTHER PARTY FOR ANY DAMAGES, LOSS OR LIABILITY, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGE, LOSS OR LIABILITY, TIME, MONEY, OR GOODWILL WHICH MAY ARISE DIRECTLY OR INDIRECTLY FROM OR RELATED TO LICENSEE'S OR ANY OTHER PERSON’S USE OF APPSCAN STANDARD WHETHER IN CONTRACT, TORT, FOR BREACH OF STATUTORY DUTY, OR OTHERWISE TO THE EXTENT PERMITTED BY LAW. ALL MATERIALS PROVIDED BY HCL HEREUNDER ARE PROVIDED “AS IS” AND HCL PROVIDES NO SERVICE LEVEL AGREEMENTS OR WARRANTIES OF ANY NATURE. ANY DATA ENTERED OR CONFIGURATIONS OF APPSCAN STANDARD DURING THE TRIAL PERIOD MAY NOT BE AVAILABLE AFTER THE TRIAL PERIOD.

3.3 Governing Law

IF LICENSEE IS LOCATED WITHIN THE U.S., THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO (I) ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD APPLY THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION TO THE PARTIES’ RIGHTS OR DUTIES; (II) THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS; OR (III) OTHER INTERNATIONAL LAWS. FURTHERMORE, EACH PARTY (I) HEREBY IRREVOCABLY AGREES TO SUBMIT TO THE JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF CALIFORNIA FOR ALL DISPUTES AND LITIGATION ARISING UNDER OR RELATING TO THIS AGREEMENT AND (II) WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. FOR COMPANIES LOCATED OUTSIDE THE US, BOTH PARTIES AGREE TO THE APPLICATION OF THE LAWS OF THE COUNTRY IN WHICH LICENSEE OBTAINED THE APPSCAN STANDARD TO GOVERN, INTERPRET, AND ENFORCE ALL OF LICENSEE’S AND HCL’S RESPECTIVE RIGHTS, DUTIES, AND OBLIGATIONS ARISING FROM, OR RELATING IN ANY MANNER TO, THE SUBJECT MATTER OF THIS AGREEMENT, WITHOUT REFERENCE TO (I) ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD APPLY THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION TO THE PARTIES’ RIGHTS OR DUTIES; (II) THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS; OR (III) OTHER INTERNATIONAL LAWS. FURTHERMORE, ALL RIGHTS, DUTIES, AND OBLIGATIONS ARISING FROM, OR RELATING IN ANY MANNER TO, THE SUBJECT MATTER OF THIS AGREEMENT, ARE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE COUNTRY IN WHICH LICENSEE OBTAINED THE APPSCAN STANDARD.

3.4. Limitation of Claims

UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER OR LIMITATION: (I) NEITHER PARTY WILL BRING A LEGAL ACTION, REGARDLESS OF FORM, FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION AROSE; AND (II) UPON THE EXPIRATION OF SUCH TIME LIMIT, ANY SUCH CLAIM AND ALL RESPECTIVE RIGHTS RELATED TO THE CLAIM LAPSE.

3.5. Confidentiality

Licensee acknowledges that the AppScan Standard constitutes confidential and proprietary property of HCL. HCL shall have a royalty free, worldwide, irrevocable, perpetual license to use and incorporate into the AppScan Standard any suggestions, enhancement requests, or other feedback provided by Licensee relating to the AppScan Standard without restriction. Licensee shall keep strictly confidential all materials and information provided by HCL.

3.6. Restrictions

Licensee may not copy or disclose any HCL intellectual property to any third party or use the same for any purpose other than the evaluation of the AppScan Standard. Licensee shall not (a) modify, reverse compile, reverse engineer, reverse assemble, benchmark or perform competitive analysis on all or any portion of the AppScan Standard except solely to the extent permitted under applicable law without the possibility of contractual waiver, (b) except as specified in a Transaction Document, distribute, disclose, market, rent, lease, assign, sublicense or transfer the AppScan Standard to third parties, or (c) transfer the AppScan Standard to a different computer, location or site without the prior written consent of HCL.

3.7 Export/Import

Licensee acknowledges that the AppScan Standard is subject to control under export and import laws, (including control under U.S. law- for instance, under the Export Administration Regulations (15 CFR 730-774)) and agrees to comply with all applicable import and export laws and regulations and further agrees that the AppScan Standard will not be exported, re-exported or transferred in violation of the applicable export and import laws or used for any purpose connected with chemical, biological or nuclear weapons or missile applications. This Agreement may not be assigned or transferred to any third party either directly or by operation of law without HCL’s prior written consent.