SOFTWARE LICENSE AGREEMENT JREBEL(R) AND JREBEL(R) ENTERPRISE (AUGUST 7, 2025)

PLEASE READ THE FOLLOWING LICENSE AGREEMENT BEFORE INSTALLING AND USING THIS SOFTWARE PROGRAM ASSOCIATED WITH THIS SOFTWARE LICENSE AGREEMENT.  CLICKING ON THE "ACCEPT" OR "YES" BUTTON IN RESPONSE TO THE ELECTRONIC SOFTWARE LICENSE AGREEMENT (THIS "AGREEMENT") INQUIRY AS TO ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, OR BY INSTALLING OR DOWNLOADING THE LICENSED SOFTWARE, INDICATES ACCEPTANCE OF, AND AGREEMENT TO, AND LEGALLY BINDS, YOU, AND YOUR EMPLOYER, AS APPLICABLE (COLLECTIVELY THE "LICENSEE"), AND PERFORCE SOFTWARE OÜ, A COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF ESTONIA ("PERFORCE"), TO THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ANY TERMS, CONDITIONS, AND RESTRICTIONS CONTAINED IN ANY ORDER RELATING TO THE LICENSED SOFTWARE).  IF THE LICENSEE DOES NOT ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT THEN DO NOT DOWNLOAD, INSTALL, ACCESS, OR OTHERWISE USE, THE LICENSED SOFTWARE.  THE RIGHT TO USE THE LICENSED SOFTWARE IS CONDITIONAL UPON ACCEPTANCE OF THIS AGREEMENT, UNLESS THE LICENSEE HAS ENTERED INTO A WRITTEN AND DULY SIGNED LICENSE AGREEMENT WITH PERFORCE, IN WHICH CASE SUCH SIGNED LICENSE AGREEMENT WILL GOVERN THE LICENSEE'S USE OF THE LICENSED SOFTWARE.

1.	DEFINITIONS
1.1.	"Affiliate" means a natural person or entity that directly or indirectly controls or is controlled by or is under common control with a Party.  For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party whether through the ownership of voting securities, by contract, or otherwise.
1.2.	"Authorized User(s)" shall mean an employee or third-party agent of Licensee who is assigned a unique and fixed user account to consume one license to use the Licensed Software licensed under this Agreement on a single server, or on multiple servers, regardless of whether such individual is actively using the Licensed Software at any given time.  
1.3.	"Confidential Information" means all information disclosed by one party or any of its affiliates to the other party under this Agreement that is marked as confidential or the confidential nature of which is evident to a reasonable person.
1.4.	"IP Rights" means intellectual property rights, such as (i) patents, pending patent applications, designs, trademarks, and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow, and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions, and renewals in relation to any such rights.
1.5.	"License Certificate" - means evidence of a license provided by Perforce to Licensee in electronic form, including an email from Perforce that includes a License Key that is intended to grant or extend the License to Use the Licensed Software.
1.6.	"License Key" - means a unique key-code generated by Perforce that enables an Authorized User to use Licensed Software by unlocking the copy protection mechanism.
1.7.	"Licensed Software" means (i) the software program distributed by Perforce or its distributors, resellers, or other authorized business partners, under the name JRebel(R) and/or JRebel(R) Enterprise, as produced by Perforce, (ii) the then-current printed or digital user manual(s), instructions, on- line help files, and technical documentation for such software program(s) made available by Perforce (collectively, the "Documentation"), (iii) any related explanatory materials in printed, electronic, or online form, and (iv) all upgrades, updates, and modified or subsequent versions of the JRebel software program released by Perforce during the term that the Licensee has an active entitlement to such software program.
1.8.	"Order" means an order form or similar ordering document that (i) incorporates the terms of this Agreement and sets forth the Licensed Software ordered by Licensee and any associated fees, and (ii) has been agreed by manual or electronic signature of Licensee.
1.9.	"Rebel License Manager" means the Perforce license manager service located at https://licenses.jrebel.com/#/login, or such other website as designated by Perforce from time to time. 
1.10.	"Seat" means a license and right to unlock and use the Licensed Software via the Rebel License Manager for a single Authorized User on terms and conditions set forth by the corresponding License uploaded to the Rebel License Manager.
1.11.	"Software Support" means technical support and maintenance services for the Licensed Software licensed under this Agreement as described in Perforce's then-current Software Support policy available on Perforce's website at https://portal.perforce.com/s/topic/0TO5Y00000ByxvpWAB/rebel, and any new releases to the Licensed Software for which Licensee is paying the Licensed Software Support fee. 
2.	ORDERS
2.1.	Orders.  The parties may enter into one or more Orders for the Licensed Software under this Agreement.  Each Order is binding on the parties and is governed by the terms of this Agreement. 
2.2.	Payment.  Licensee will pay the fees set forth in the applicable Order within thirty (30) days of the invoice date unless otherwise agreed in writing by the parties.  Unless specified otherwise in the applicable Order, fees related to Licensed Software and Software Support are invoiced in advance.  If Licensee fails to pay any amounts due under this Agreement by the due date, Perforce will have the right to charge interest at a rate equal to the lesser of 1.5% per month, or the maximum rate permitted by applicable law, until Licensee pays all amounts due.
2.3.	Automatic Renewal of License.  Each license granted hereunder is granted for the initial time period specified in the License Certificate or in an Order (the "Initial Term") and, except as otherwise specified in writing in the applicable Order, the license term will renew at the expiration of its Initial Term for an identical time period equal to the Initial Term (each a "Renewal Term"), and again for an identical period at the end of each such Renewal Term; provided, however, that, Licensee will have the option to terminate any renewal before the commencement of the next Renewal Term (the "Renewal Date") by providing written notice to Perforce no less than sixty (60) days prior to such Renewal Date.  For any Renewal Term, Perforce reserves the right to increase the fees charged for the Software that were charged in the prior expiring, Initial Term or Renewal, Term (which such increase will not take into account any transaction incentives included on a prior expiring term).   
2.4.	Tax.  All amounts invoiced by Perforce are exclusive of taxes, duties, and any other charges ("Tax").  Licensee will pay or refund Perforce for any applicable Tax imposed by any government authority for Licensee's use or receipt of the Licensed Software.  If Licensee is exempt from value-added or sales tax, or similar taxes, then Licensee must provide a valid, timely, and executed exemption certificate, direct pay permit, or other such government-approved documentation.  If Licensee is required by law to deduct or withhold Tax, Licensee will increase the amount it pays to Perforce so that Perforce still receives the amount originally invoiced.  Licensee will promptly provide all tax receipts confirming it has paid Tax or has withheld Tax.
3.	INTELLECTUAL PROPERTY RIGHTS
3.1.	Ownership.  The Licensed Software is the property of Perforce.  Title and copyrights to the Licensed Software, in whole or in part, and all copies thereof, and all modifications, enhancements, derivatives, and other alterations of the Licensed Software, regardless of who made them, if any, are, and will remain, the sole and exclusive property of Perforce.  The Licensed Software is intellectual property protected by copyright laws and international treaty provisions.  The structure, organization, and code embodied in the Licensed Software constitute the valuable and confidential trade secrets of Perforce and its suppliers and are protected by intellectual property laws and treaties.  
3.2.	Third Party and Open Source Software.  The Licensed Software may contain third-party technology, including open source software ("Third-Party Technology").  Third-Party Technology may be licensed by third parties under separate terms ("Third-Party Terms").  The Third-Party terms are specified in the Documentation and control solely with respect to Third-Party Technology.  If Third-Party Terms require Perforce to furnish Third-Party Technology in source code form, Perforce will provide it upon written request and payment of any shipping charges.
4.	GRANT OF LICENSE; RESTRICTIONS; OBLIGATIONS
4.1.	License Grant.  In consideration of Licensee's payment of the applicable license fees, and subject to the terms and conditions of this Agreement, Perforce hereby grants the Licensee a non-exclusive, non-sublicensable, non-assignable, time-limited license for its Authorized Users to: (a) install and use the Licensed Software ordered by Licensee in accordance with the Documentation for Licensee's own direct internal business purposes, and subject to any limitation on use specified in this Agreement; (b) install and use the Documentation solely in conjunction with and in support of Licensee's licensed use of the Licensed Software; and (c) make the number of exact copies of the Licensed Software as required for archival and back-up purposes, and a reasonable number of copies of the Documentation to support the licensed number of users, provided that each copy of the Licensed Software and the Documentation retains all copyright and other proprietary notices included in the original copy provided by Perforce to the Licensee.  Perforce hereby reserves all rights in and to the Licensed Software that are not specifically granted by this Agreement.
4.2.	License Restrictions.  Except as expressly provided in Section 4.1 above, Licensee will not, either directly or indirectly, cause, instruct, direct, or permit any other party to: (a) reverse engineer, translate, disassemble, decompile, sell, rent, lease, manufacture, adapt, create derivative works from, or otherwise modify or distribute the Licensed Software or the Documentation, or any part thereof; (b) attempt to discover the source code of the Licensed Software, nor permit any third party to do so; (c) copy, in whole or in part, the Licensed Software or the Documentation; (d) delete any copyright, trademark, patent, or other notices of proprietary rights of Perforce or other parties as they appear anywhere in or on the Licensed Software or Documentation; or (e) tamper with, or attempt to tamper with, or circumvent or disable, or attempt to circumvent or disable, any License Key, token, or other limiting function delivered with the Licensed Software, or otherwise attempt to gain access to functionality or capacity that is not validly licensed by Licensee.  Licensee will not remove or otherwise alter any proprietary notices or labels from the Licensed Software, Documentation, or any portion thereof.  
4.3.	Restrictions on License Use.  The Licensed Software licensed under the terms of this Agreement will be licensed under the Hosted License licensing subtype as further described below. 
4.3.1.	Under the hosted license subtype (the "Hosted License"), the Authorized Users of the Licensee to whom the Seats have been assigned via the with the restriction that the number of Authorized Users using Seats cannot exceed the number of Seats specified in the License Certificate held by the Licensor, or as set forth in the Order.
4.3.2.	The Authorized User of a Hosted License is required to provide the Authorized User's email address that was issued by the Licensee in order to purchase the Seat.
4.3.3.	The Seat of a Hosted License is intended to be used by a single Authorized User during the term of the Authorized User's employment or engagement with the Licensee, or the duration of Authorized User's assignment to a specified development project.  Seats can be reassigned only at a frequency of once per month, and the Licensed Software may include measures to ensure such frequency. 
4.3.4.	The number of devices on which a Hosted License's Seat can be used by the Authorized User will be limited by the number of devices that the Licensed Software will allow to be associated with the Authorized User's email address.
4.3.5.	Licensee acknowledges that, for a Hosted License, the License Key cannot be used directly to unlock the Licensed Software.  Instead, Licensee must access the Rebel License Manager and use the tokens authenticated by Perforce to unlock the Licensed Software for the Authorized Users.
4.4.	Obligations of Licensee.  
4.4.1.	Security.  Licensee is responsible for the security of Licensee's systems and data, including the Licensed Software on Licensee's systems.  Licensee will take commercially reasonable steps to exclude malware, viruses, spyware, and trojan horses.
4.4.2.	Third-Party Claims.  Licensee acknowledges that Perforce does not control Licensee's processes or the creation, validation, sale, or use of Licensee's products.  Perforce will not be liable for any claim or demand made against Licensee by any third party, except for Perforce's obligations to indemnify Licensee against infringement claims as expressly set forth herein.
4.4.3.	Responsibility for Authorized Users.  Licensee is liable for a breach of this Agreement incurred by any Authorized User of the Licensed Software.  If a Licensee Affiliate accesses or uses the Licensed Software, with, or without Licensee's knowledge or authorization, Perforce may enforce its rights directly against that Licensee Affiliate.
4.4.4.	Compliance with Laws; Export Control.  Licensee agrees to comply fully with all applicable laws, statutes, regulations, rules, ordinances, codes, and standards relating to any export controls and economic sanctions laws of the United States or abroad.  Accordingly, any use, transshipment, or diversion of the Software contrary to applicable export control laws or sanctions laws is prohibited.   
4.5.	Software Support.  Software Support will be available during the period of validity of the license term specified in Licensee's License Certificate or in the Order.
4.6.	Federal Government End Use Provisions.  Perforce may provide the Software for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Software include only those rights customarily provided to the public as defined in this License Agreement.  This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), and the Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).  If a government agency has a need for rights not conveyed under these terms, it must negotiate with Perforce to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights.  
4.7.	Verification.  Upon providing Licensee with ten (10) days' advance written notice, Perforce may review Licensee's use of the Licensed Software to verify Licensee's compliance with the terms of this Agreement.  Any such verification process will be: (a) restricted in scope, documentation, manner, and duration to that which is reasonably necessary to achieve its purpose; and (b) conducted during regular business hours at Licensee's facilities if a remote verification process is not possible.  Perforce will not unreasonably interfere with Licensee's business activities during such verification process.  Licensee will be liable for promptly remedying any underpayments revealed during the audit at the then-current price per Authorized User.
5.	WARRANTIES AND DISCLAIMERS
5.1.	Defects.  Perforce warrants that, for a period of ninety (90) days following the date the Licensed Software is initially made available to Licensee under an Order, it will provide the material features and functions described in the Documentation.  The foregoing warranty excludes (i) Licensed Software provided at no charge, (ii) Licensed Software that is designated as retired or not generally supported as of the date of the Order, and (iii) deliveries governed by the Software Support terms.  Perforce's entire liability and Licensee's exclusive remedy for a breach of this warranty will be, at Perforce's option, to correct or work around errors, or replace the defective Licensed Software, or refund the unused license fees paid for the defective Licensed Software returned by Licensee.
5.2.	Disclaimer.  PERFORCE MAKES NO WARRANTIES EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT.  REPRESENTATIONS ABOUT SOFTWARE, FUNCTIONALITY, OR SERVICES IN ANY COMMUNICATION WITH LICENSEE CONSTITUTE TECHNICAL INFORMATION, NOT A WARRANTY OR GUARANTEE.  PERFORCE DISCLAIMS ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  PERFORCE DOES NOT WARRANT THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
6.	LIMITATION OF LIABILITY AND INDEMNIFICATION
6.1.	Limitation of Liability.  THE ENTIRE, COLLECTIVE LIABILITY OF PERFORCE, PERFORCE'S AFFILIATES, PERFORCE'S LICENSORS, AND THEIR REPRESENTATIVES, FOR ALL CLAIMS AND DAMAGES RELATED IN ANY WAY TO THIS AGREEMENT, IN THE AGGREGATE AND REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT PAID TO PERFORCE FOR THE SOFTWARE LICENSE, HARDWARE, OR SERVICE THAT GAVE RISE TO THE CLAIM.  THE FOREGOING LIMITATION DOES NOT APPLY TO PERFORCE'S INDEMNITY OBLIGATION IN SECTION 6.2.  IN NO EVENT WILL PERFORCE, PERFORCE'S AFFILIATES, PERFORCE'S LICENSORS, OR THEIR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF PRODUCTION, INTERRUPTION OF OPERATIONS, OR LOST DATA OR PROFITS, EVEN IF SUCH DAMAGES WERE FORESEEABLE.  FOR LICENSED SOFTWARE PROVIDED AT NO CHARGE, PERFORCE, PERFORCE'S AFFILIATES, PERFORCE'S LICENSORS, AND THEIR REPRESENTATIVES, SHALL HAVE NO LIABILITY WHATSOEVER.  LICENSEE MAY NOT MAKE A CLAIM UNDER THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE EVENT GIVING RISE TO THE CLAIM IS OR SHOULD HAVE BEEN DISCOVERED BY LICENSEE.
6.2.	Intellectual Property Infringement Indemnity
6.2.1.	Infringement Claim Indemnity.  Perforce will indemnify and defend, at its expense, any action brought against Licensee to the extent that it is based on a claim that the Licensed Software infringes any copyright, any trade secret, or a patent or trademark issued or registered by the United States, or a member of the European Patent Organization, and will pay all damages finally awarded against Licensee by a court of competent jurisdiction or agreed in a settlement, provided that Licensee gives Perforce (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance related to the claim, and (iii) sole authority to defend or settle the claim.  Perforce will not admit liability or incur obligations on Licensee's behalf without Licensee's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
6.2.2.	Injunction.  If a permanent injunction is obtained against Licensee's use of the Licensed Software, Perforce will obtain for Licensee the right to continue using the Licensed Software, or will replace or modify the Licensed Software to become non-infringing.  If such remedies are not reasonably available, Perforce will refund the unused fees paid for the enjoined Licensed Software for the remainder of the license term, and accept the return of the Licensed Software.  Perforce may, in its sole discretion, provide the remedies specified in this Section 6.2.2 to mitigate infringement prior to the issuance of an injunction.
6.2.3.	Exclusions.  Notwithstanding anything to the contrary herein, Perforce will not have any liability or obligations to Licensee to the extent that an infringement claim arises out of: (i) the use of a prior version of the Licensed Software to the extent that a current version is non-infringing; (ii) the failure to use a correction, patch, or new version of the Licensed Software offered by Perforce that performs substantially the same functions; (iii) the use of the Licensed Software in combination with software, equipment, data, or products not provided by Perforce; (iv) the use of the Licensed Software provided at no charge; (v) the use of the Licensed Software that is designated as retired or not generally supported as of the date of the Order; (vi) any adjustment, modification, or configuration of the Licensed Software not made by, or authorized by, Perforce; or (vii) the failure to follow the reasonable instructions, assistance, or specifications provided by Licensee.
6.2.4.	Sole and Exclusive Remedy.  This Section 6.2 sets forth the sole and exclusive liability of Perforce to Licensee for infringement of third-party intellectual property rights.
7.	TERMINATION
7.1.	Termination.  Licenses for a limited term terminate upon expiration of the term.  Perforce may immediately terminate this Agreement or any license for the Licensed Software granted to Licensee upon written notice to Licensee: (i) for reasonable cause, including, without limitation, Licensee's unauthorized installation or use of Perforce's software; (ii) Licensee filing or being filed in bankruptcy, Licensee ceasing to do business, or any breach of Sections 2.2, 3, 7, or 8 of this Agreement; (ii) in order to comply with the law or requests of governmental entities; or (iv) for any other breach that remains uncured after thirty (30) days' written notice thereof.
7.2.	Effect of Termination.  Upon termination of this Agreement, the licenses granted hereunder automatically terminate.  Upon termination of any license, Licensee will immediately remove and destroy all copies of Software, Documentation, and other Perforce Confidential Information, and certify such removal and destruction in writing to Perforce.  No refund or credit will be given as a result of termination under this Section 7, except if due to a breach by Perforce.  Termination of this Agreement or of the licenses granted hereunder will not relieve Licensee of its obligation to pay the total fees set forth in any Order, which such fees will become due and payable immediately upon termination.  Sections 2.2, 2.4, 4.2, 5.1, 6.2, 8, and 9 survive termination of this Agreement.
8.	CONFIDENTIALITY AND DATA PROTECTION.  
8.1.	Confidential Information.  Perforce's Confidential Information includes the terms of this Agreement, the Licensed Software, Perforce IP Rights, and any information Licensee derives from benchmarking the Software.  The receiving party will (i) not disclose Confidential Information, except on a need-to-know basis to its employees, affiliates' employees, consultants, contractors, and financial, tax and legal advisors; and with respect to the use of the Licensed Software solely as authorized by the agreed license terms, or except as otherwise authorized by the disclosing party or this Agreement; (ii) use and copy Confidential Information only as required to exercise rights or perform obligations under this Agreement, and (iii) protect Confidential Information from unauthorized use or disclosure by using the same means it uses to protect its own confidential information of similar nature, but in any event not less than reasonable means.  The receiving party (i) will ensure that all its recipients of Confidential Information are bound by confidentiality obligations and use restrictions at least as restrictive as those herein, and (ii) will be liable for compliance with this Section 8 by each of its recipients.  
8.2.	Exclusions.  The foregoing confidentiality obligations will not apply to any Confidential Information that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (ii) becomes available to the receiving party from a source other than the disclosing party, provided that the receiving party has no reason to believe that such source is itself bound by a legal, contractual, or fiduciary obligation of confidentiality; (iii) was in the receiving party's possession without an obligation of confidentiality prior to receipt from the disclosing party; (iv) is independently developed by the receiving party without the use of, or reference to, the disclosing party's Confidential Information; or (v) is required to be disclosed by a governmental agency or law, so long as the receiving party promptly provides the disclosing party with written notice of the required disclosure, to the extent such notice is permitted by law, and cooperates with the disclosing party to limit the scope of such disclosure.
8.3.	Data Protection.  When Perforce processes personal data on Licensee's behalf in connection with the Licensed Software, the terms set out at https://www.perforce.com/privacy-policy are incorporated herein by reference and shall apply to the use of the Licensed Software.  Licensee will indemnify and hold harmless Perforce, its Affiliates and their representatives from any claims, damages, fines, and costs (including attorney's fees and expenses) relating in any way to Licensee's noncompliance with applicable data protection laws.
9.	GENERAL TERMS
9.1.	Assignment.  Neither party may assign this Agreement, in whole or in part, without the express written consent of the other party.  With respect to the Licensee, an assignment of this Agreement will be deemed to have occurred if Licensee is party to a merger, restructuring, reorganization, sale, or transfer of all or substantially all of a Licensee's assets, or a divestiture or sale of a business unit or division of the Licensee that makes use of the Licensed Software Used under this Agreement.  An assignment or transfer not conforming to the provisions of this Section 9.1 shall be null and void.
9.2.	Applicable Law and Competent Court.  The Licensee can choose the venue for disputes arising from this Agreement from among the following possibilities: (a) courts of state of Delaware, USA;(b) courts of England; or (c) courts of Estonia.  If the Licensee is the claimant in the dispute, Licensee will notify Perforce in written form or by e-mail about Licensee's choice of venue together with first notification of Licensee's claim or within thirty (30) days after it.  If the Licensee is defendant in the dispute, Licensee will notify Perforce in written form or by e-mail about Licensee's choice of venue within thirty (30) days of Perforce's notification of the claim.  If the Licensee does not use Licensee's right for venue selection, the default venue with exclusive jurisdiction for dispute resolution will be the courts of Estonia.  After the venue has been selected by the Licensee, the courts of selected venue will have the exclusive jurisdiction over hearing and determining any suit, action, or proceedings and/or to settle any disputes arising out of or in any way relating to this Agreement or its formation or validity and for the purpose of enforcement of any judgment against defendant's property or assets.
9.3.	Use of Name and Logo.  Neither party shall disclose the existence of this Agreement, its terms, or conditions, the occurrence of discussions under this Agreement, or the business relationship considered by the parties hereunder, unless agreed in writing by the other party.  Neither party shall issue publicity or general marketing communications concerning the other party without the other party's prior written approval.
9.4.	Gathering of Usage Statistics.  Licensee acknowledges and agrees that the Licensed Software may contain a feature that reports anonymized usage statistics, diagnostics information, and usage meta-information of the Licensed Software back to Perforce.  The Licensee may opt out of the gathering of usage statistics by turning off this feature in the Licensed Software settings.
9.5.	Entire Agreement.  This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, and understandings with respect thereto.  This Agreement may only be amended by a written document duly executed by the parties.  Notwithstanding the aforesaid, if Licensee issues a Licensee purchase order, or any other Licensee generated documentation, and the terms and conditions conflict with this Agreement, the terms and conditions contained in this Agreement, and any Order, will control.  
9.6.	Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
9.7.	No Waiver.  No waiver of any provision or condition herein shall be valid unless in writing and signed by you and an authorized representative of Perforce provided that no waiver of any breach of any provisions of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach.  Perforce's failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.
9.8.	Alteration of Services.  Perforce can at any time alter prices, features, specifications, capabilities, functions, release dates, general availability, or other characteristics of the Licensed Software.  This will not affect the Licensee in Licensee's usage of the version of the Licensed Software the Licensee is using at the moment of these alterations, during the period of validity of the license term specified in Licensee's License Certificate or in Licensee's Order.
9.9.	Alteration of Terms.  Perforce reserves the right to change the terms of this Agreement from time to time by making the new revision of the Agreement available on Perforce's website and including it in the future releases of the Licensed Software.  By updating the Licensed Software to a newer version that includes the new revision of this Agreement, the Licensee agrees to the new revision of this Agreement.  By purchasing or otherwise receiving and accepting a new License Certificate, a new license term, or otherwise extending the period of use of the Licensed Software, the Licensee agrees to the latest revision of this Agreement available at that moment on Perforce's website.
10.	EVALUATION LICENSE.   
10.1.	Evaluation License.  The terms of this Section 10 solely apply to installations of the Licensed Software in a non-production environment for a limited time period under the terms and conditions of this Agreement, during which an Authorized User may evaluate the Licensed Software for use in support of Licensee's internal business operations (such Software, the "Evaluation Software").  The terms of Sections 4.1, 4.3, 4.5, 5, 6, and 7 shall not apply to the parties' rights and obligations with respect to Evaluation Software. 
10.2.	Rights and Restrictions.  Perforce grants Licensee a non-exclusive, non-transferable license to (i) install the Evaluation Software on Licensee's internal server in the country to which such Evaluation Software is delivered, and (ii) Use the Evaluation Software for the sole purpose of internally evaluating the Licensed Software, for a period agreed to in writing between Licensee and Perforce, or the period specified in the applicable License Certificate or in the Order delivered to Licensee for the Evaluation Software and any extensions thereto (the "Trial Period").  Licensee may not make use of the Evaluation Software, for any commercial or production purposes.  Perforce may provide Licensee with limited installation support for the Evaluation Software during the Trial Period.  Upon the expiration of the Trial Period, the license granted above shall terminate, and Licensee shall uninstall and cease use of the Evaluation Software.  Perforce may also include a "time bomb" within the Evaluation Software that shall prevent use of the Evaluation Software after the Trial Period has expired.  Notwithstanding the Trial Period, this Agreement shall terminate immediately upon notice from Perforce if Licensee fails to comply with any provision of this Agreement.
10.3.	Exclusion of Warranties.  ALL EVALUATION SOFTWARE AND SOFTWARE SUPPORT SERVICES THAT ARE PROVIDED BY PERFORCE ARE PROVIDED "AS IS."  NO WARRANTIES OR COMMITMENTS, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE EVALUATION SOFTWARE OR SOFTWARE SUPPORT SERVICES SUPPLIED BY PERFORCE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, TITLE, SATISFACTORY QUALITY AND NON-INFRINGEMENT.  THE SOLE REMEDY OF LICENSEE FOR ANY ASSERTED DEFECT, ERROR, OR OTHER SHORTCOMING IN THE EVALUATION SOFTWARE IS THAT LICENSEE MAY REQUEST SOFTWARE SUPPORT SERVICES FOR EVALUATION SOFTWARE.
