License Agreement for SAS Technology PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT"). BY ACCEPTING THIS AGREEMENT AND/OR USING THE SAS IP, AS DEFINED BELOW, YOU, ON BEHALF OF CUSTOMER, AS DEFINED BELOW, ARE AGREEING TO THESE TERMS AND SAS INSTITUTE INC. (“SAS”) WILL AUTHORIZE YOU TO DOWNLOAD THE SAS IP. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT OR ATTEMPT TO DOWNLOAD THE SAS IP. 1. DEFINITIONS. 1.1. “API” means any application programming interface provided or made available by SAS to Customer. 1.2.“Customer” means the individual, company or institution that has licensed software from SAS under a separate software license agreement (“Software License Agreement”) with which a Customer Application (as defined below) will interconnect. 1.3. “Customer Application” means an application developed by Customer which incorporates or makes use of any SAS IP. 1.4.“Documentation” means any documentation or materials provided or made available by SAS to Customer under this Agreement, including documentation and materials describing an API or SDK. 1.5.“SAS Product” means any of SAS’ software, services or subscription products licensed to Customer under a Software License Agreement. 1.6. “SAS IP” means the APIs, SDKs, Documentation, and any other intellectual property made available by SAS under or in connection with this Agreement. 1.7. “Redistributable Code” means any sample software in object code format provided or made available by SAS to Customer under this Agreement. 1.8. “Sample Code” means any sample software in source code format provided or made available by SAS to Customer under this Agreement. 1.9.“SDK” or “Software Development Kits” means the contents in the SAS developer portal (developer.sas.com) or any file or other media provided or made available by SAS to Customer under this Agreement, including the API, Documentation, Redistributable Code, and Sample Code. 2. LICENSE AND RESTRICTIONS. 2.1.Subject to Customer’s compliance with this Agreement, SAS grants to Customer a non-exclusive, nontransferable, limited license to: i) internally use the APIs or SDKs in accordance with the Documentation solely to develop and test the Customer Applications that are capable of interconnection with SAS Product(s); ii) reproduce and internally modify the Sample Code solely as a component of the Customer Application; iii) reproduce the Redistributable Code solely as a component of the Customer Application; iv) distribute the Sample Code and Redistributable Code only in object code format (unless object code format is not technically feasible) solely as a component of the Customer Application. In no event shall the API be exposed to any third party, including, but not limited to users of the Customer Application. 2.2. SAS and its third party licensors own all right, title and interest in all SAS IP and all intellectual property embodied therein. All rights in and to the SAS IP not expressly granted to Customer in this Agreement are reserved by SAS. Customer acknowledges that nothing in this Agreement gives Customer the right to use any trademark, trade name or service mark of SAS, or any third party from whom SAS has acquired license rights. 2.3. This is a limited license. Customer shall not, and shall not allow any other person or entity to: i) remove or alter any copyright notices or other proprietary legends contained in any SAS IP or related documentation; ii) disassemble, decompile, or reverse engineer any SAS IP; iii) modify, translate, or create any derivative work of any SAS IP except as expressly licensed herein; iv) disclose any portion of the SAS IP to any person except to Customer’s employees and contractors who are required to use such SAS IP in order for Customer to develop and distribute the Customer Application as expressly licensed; or v) use any SAS IP in violation of any law or regulation. Customer shall not use, or allow any other person or entity to use, any SAS IP: i) to extract or derive information from any SAS Product to any product or service other than the Customer Application; ii) for the purpose of investigating, supporting, threatening or filing any intellectual property infringement claim against SAS or its affiliates; or iii) for the purpose of developing or using an offering or product directly or indirectly competing with a SAS Product. Customer’s failure to comply with the prohibitions contained in this Subsection 2.3 constitutes a breach of this Agreement with respect to the SAS IP at issue. Due to the nature of the property that is the subject of this Agreement, SAS shall have the right to seek equitable relief to enforce any right arising hereunder or to prevent or cure any breach of any obligation undertaken, without in any way prejudicing any available legal relief. Such equitable relief may include, but is not limited to, the seeking of a temporary or permanent injunction, restraining order or order for specific performance, and may be sought in any appropriate court, with or without prior notice, depending on the circumstances. It is expressly agreed that the obligations of this paragraph survive any termination of this Agreement. Customer shall promptly notify SAS of any known or suspected use of any SAS IP in breach of this Agreement. 2.4.Customer shall not make any representation or any express or implied warranty to third parties (including, without limitation, to any end users) on behalf of SAS. 2.5. In the event Customer uses the SAS IP in conjunction with any Open Source Programs, Customer must ensure that such use does not (a) grant, or purport to grant, any rights to SAS’ intellectual property rights in the SAS IP; (b) in any way restrict, or purport to restrict, SAS’ abilities to protect its intellectual property rights in the SAS IP; or (c) create, or purport to create, any obligations by SAS with respect to the SAS IP. By way of example and not of limitation, Customer may not develop a software application which contains code from the SAS IP and Open Source Programs, including but not limited to libraries, if the Open Source Program license requires any modifications or combinations to be made freely available. “Open Source Programs” refers generally to software programs which are available for use, modification and distribution without charge. 2.6. It is the sole responsibility of the Customer to maintain the privacy of Customer’s data. 2.7. If Customer provides any feedback to SAS concerning any SAS IP or SAS Product (including potential improvements), Customer hereby grants to SAS a non-exclusive, royalty free, perpetual right to use such feedback at SAS’ discretion. 3. TERM AND TERMINATION. 3.1. All terms and conditions of this Agreement shall remain in full force and effect and apply in perpetuity, unless the Customer’s license to use the SAS IP is terminated in accordance with this Section or Customer’s license to the SAS Product with which the Customer Applicaton interconnects is terminated or expires. 3.2. Either party may terminate this Agreement upon thirty (30) calendar days written notice to the other party. 3.3. SAS may terminate this Agreement and Customer's license to all SAS IP immediately (a) if Customer breaches any provision of this Agreement; or (b) if Customer asserts any claim of intellectual property infringement against SAS. In such event, SAS will notify Customer that Customer is not licensed to access and/or use the SAS IP. 3.4. Upon termination, Customer’s right to use and possess any SAS IP shall immediately cease and Customer shall return or destroy all copies thereof. Customer shall provide written certification signed by an officer of Customer that all copies of the SAS IP have been returned or destroyed and that Customer has retained no copies. Termination does not affect any end user’s rights to continue to use the Customer Application distributed prior to the effective date of termination, provided, and only so long as, Customer maintains a valid license to the SAS Product with which the Customer Applicaton interconnects. 3.5. Notwithstanding termination, all terms and conditions of Sections 1, 2, and 5-10 shall survive in perpetuity. Termination of this Agreement and Customer’s right to access, use and/or possess any SAS IP shall not limit the remedies otherwise available to either party, including injunctive relief. 4. DELIVERY, SUPPORT. 4.1.SAS will make available for download a copy of those portions of the SAS IP which SAS, using reasonable discretion, deems necessary for Customer to develop the Customer Application. SAS may, in its sole discretion, provide replacements, updates, or modifications, for any portion of the SAS IP during the term of this Agreement (“Updated IP”). Customer will ensure that, prior to commercially releasing any version of any Customer Application, that version of the Customer Application will be fully compatible with the most recent Updated IP, if any. 4.2.If requested by Customer, SAS may provide support for use of the SAS IP for developing Customer Applications as set forth in an separate professional services agreement to be executed by the Customer. All such support is subject to SAS’ standard professional services terms and fees. SAS will have no other support or service obligations except as set forth in such professional services agreement. 5. CONFIDENTIALITY. 5.1. The term “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. The SAS IP is the Confidential Information of SAS. Confidential Information does not include any information that the receiving party can show: i) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; ii) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; iii) is acquired by the receiving party from another source without restriction as to use or disclosure; or iv) is or becomes part of the public domain through no fault or action of the receiving party. 5.2.During and after the term of this Agreement, each party will: i) use the other party’s Confidential Information solely for the purpose for which it is provided (in Customer’s case, solely for the purpose of developing the Customer Applications); ii) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 5; and iii) protect the other party’s Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. 5.3. If either party is required by law to disclose the Confidential Information or the terms of this Agreement, the disclosing party will use reasonable commercial efforts to give prompt written notice of such requirement before such disclosure (to the extent not prohibited by law) and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure. 5.4.Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other all Confidential Information that they may have in their possession or control. 5.5.The obligations in this Section 5 are in addition to, and supplement, each party’s obligations of confidentiality under any nondisclosure or other agreement between the parties containing nondisclosure obligations. 6. WARRANTY DISCLAIMER. SAS AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING AS A RESULT OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAS AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THE SAS IP WILL RESULT IN COMPLIANCE, FULFILLMENT OR CONFORMITY WITH THE LAWS, RULES, REGULATIONS, REQUIREMENTS OR GUIDELINES OF ANY GOVERNMENTAL AGENCY. SAS’ LICENSORS PROVIDE THEIR SOFTWARE “AS IS.” THE SAS IP AND ALL INTELLECTUAL PROPERTY MADE AVAILABLE BY SAS OR ITS LICENSORS UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. 7. SAS INDEMNIFICATION. 7.1. SAS will indemnify, defend and hold Customer harmless, at SAS’s expense, from and against any action brought or allegation made against Customer to the extent that it is based upon a claim that any SAS IP, as provided by SAS and used within the scope of this Agreement, infringes any copyright, trade secret, U.S. patent or other third party proprietary right, and will pay all costs, damages and reasonable attorneys' fees attributable to such claim that are finally awarded against Customer. SAS’s obligations hereunder are contingent on: i) Customer notifying SAS in writing promptly after Customer becomes aware of a claim or the possibility thereof; ii) Customer granting SAS sole control of the settlement, compromise, negotiation, and defense of the claim; and iii) Customer providing good faith cooperation and reasonably requested information for the defense of the claim. 7.2. The foregoing indemnity shall not apply to any claim that arises from: i) modifications to the SAS IP made by anyone other than SAS; ii) Customer’s use of any SAS IP in conjunction with any application, including but not limited to the Customer Application, or system where use with such application or system gave rise to the claim; iii) any use of the SAS IP with software or systems other than a Customer Application; iv) use of other than the most current, unaltered Updated IP if such claim would have been avoided by the use of such Updated IP; and (v) compliance by SAS with designs, plans or specifications furnished by or on behalf of Customer where such compliance gave rise to the infringement claim. 7.3. SAS shall not be liable for any settlement made by Customer, without SAS’s advance written approval, or for any award from any action in which SAS was not granted control of the defense. The obligations contained in this Section 7 will survive termination of this Agreement. This Section states SAS’ entire liability and Customer’s exclusive remedy for any claim of infringement of intellectual property of any kind. 8. CUSTOMER INDEMNIFICATION. Customer will indemnify and defend SAS against, and hold SAS harmless from, any and all liabilities, claims, costs, expenses or damages of any nature (including reasonable attorney fees and expenses of litigation) to the extent arising out of or relating to disputes or legal actions brought by an unrelated third party concerning the Customer Application. The obligations contained in the preceding sentence will survive termination of this Agreement. This Section does not apply to any cost or damage attributable to to a claim for which SAS has an obligation to indemnify Customer as set forth in Section 7. 9. LIMITATION OF LIABILITY. 9.1. NEITHER CUSTOMER, SAS, NOR SAS’ LICENSORS ARE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR RELIANCE DAMAGES (ARISING IN TORT, CONTRACT OR OTHERWISE), EVEN IF THEY HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER SAS NOR SAS’ LICENSORS ARE LIABLE FOR ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY RELATING TO USE OF THE SAS IP, EXCEPT AS SET FORTH IN SECTION 7. SAS’ LICENSORS ARE NOT LIABLE FOR DIRECT DAMAGES (ARISING IN TORT, CONTRACT OR OTHERWISE) AND DISCLAIM ANY LIABILITY CONNECTED WITH USE OF THE SAS IP. THE PARTIES MAKE THESE EXCLUSIONS IN CONSIDERATION OF THE FEES PAID AND LICENSES GRANTED UNDER THIS AGREEMENT. 9.2. THE TOTAL AMOUNT COMPANY MAY RECOVER FOR ALL CLAIMS RELATING TO THIS AGREEMENT IS LIMITED IN THE AGGREGATE TO ONE HUNDRED DOLLARS ($100.00). 9.3. To the extent that any applicable law limits or does not allow limitations of liability or exclusions for incidental or consequential damages, the provisions of this Section shall apply to the maximum extent permitted by applicable law. 9.4. This Section does not apply to the indemnification obligations in Sections 7 and 8, breach of the confidentiality obligatons in Section 5 or to either party’s violation of the other’s intellectual property rights. 10. GOVERNING LAW; EXPORT AND IMPORT RESTRICTIONS. 10.1. Governing Law. Both parties agree to the application of the laws of the State of North Carolina to govern, interpret, and enforce all of Customer’s and SAS’ respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. The parties expressly agree to exclude from this Agreement the United Nations Convention on Contracts for the International Sale of Goods. 10.2. EXPORT/IMPORT RESTRICTIONS. SAS hereby notifies Customer that the SAS IP is of United States of America (“United States”) origin and United States export laws and regulations apply to the SAS IP. Both SAS and Customer agree to comply with these and other applicable export and import laws and regulations. Customer’s compliance obligations include ensuring (a) that there is no access, download, export, re-export, import, or distribution of the SAS IP or any underlying information, technology or data except in full compliance with all laws and regulations of the United States and in full compliance with any other applicable laws and regulations; and (b) compliance with restrictions of countries other than the United States related to exports and imports. United States export classification information for SAS software can be found at SAS’ Export Compliance website located at http://support.sas.com/adminservices/export.html. By accepting the Agreement and using and/or, if authorized, downloading the SAS IP, Customer agrees to the foregoing and represents and warrants that (i) neither Customer nor any User, as defined in the Software License Agreement, is a party to whom the United States prohibits access to the SAS IP; (ii) neither Customer nor any User is located in, under control of, or a national or resident of any country to which export of the SAS IP is restricted by laws of the United States or other applicable laws and regulations, including E:1 countries (currently Cuba, Iran, North Korea, Syria, and Sudan); (iii) neither Customer nor any User will use the SAS IP in activities directly or indirectly related to the proliferation of weapons of mass destruction; (iv) neither Customer nor any User will share access to the SAS IP with a party identified in this paragraph; and (v) neither Customer nor any User shall further export the SAS IP without a license or other authorization from the United States. 11. GENERAL. 11.1. Severability. If a court of competent jurisdiction finds any part of this Agreement unenforceable, that part shall be excluded, but the remainder of this Agreement shall remain in full force and effect. 11.2. No Waiver. Failure to require compliance with a part of this Agreement is not a waiver of that part. Nothing in this Agreement waives any remedy SAS may have under this Agreement at law, in equity, or otherwise. 11.3. Non-assignment. Customer may not assign this Agreement or any of its rights or obligations hereunder whether voluntarily or involuntarily, and whether by means of merger, consolidation, sale of assets, dissolution, operation of law, or by any other manner, without SAS’ written permission, which permission will not be unreasonably withheld. Any purported assignment in violation of this Section 11.3 is void and constitutes a material breach of this Agreement. 11.4. Audit. Upon fifteen (15) business days’ notice to Customer, SAS will have the right to conduct an on- site audit during Customer’s normal business hours to verify compliance with the terms and conditions of this Agreement. Customer shall cooperate with SAS by: (a) making applicable records available; (b) providing copies of the records requested; and (c) directing all agents to cooperate. If the audit reveals that Customer owes additional license fees, Customer shall pay the amounts owed and SAS’ reasonable expenses in conducting the audit. 11.5. Injunctive Relief. Breach of SAS' or SAS’ Licensors’ intellectual property rights will lead to damages not adequately remedied by an award of money; therefore, SAS may protect those intellectual property rights through temporary restraining orders or injunctions, without the obligation of posting bond. 11.6. English Language. The parties acknowledge that they have agreed that this Agreement and all notices and documents relating hereto shall be drawn up in the English language and that nothing herein shall be construed against the drafter of this Agreement based solely on the choice of language. 12. COMPLETE AGREEMENT; MODIFICATIONS. This Agreement is the parties' complete and exclusive statement relating to their subject matter. No modifications to this Agreement will be accepted. Additional or conflicting terms on current or future Customer or third party purchasing documents are expressly objected to and rejected. The individual accepting this Agreement by clicking “I agree” represents that he or she has authority to bind Customer to this Agreement. SAS and all other SAS Institute Inc. product or service names are registered trademarks or trademarks of SAS Institute Inc. in the USA and other countries. ® indicates USA registration. Other brand and product names are trademarks of their respective companies. LGL4446/07May19