SCAN USER AGREEMENT

Version 2018.1

The Software is the proprietary information of Black Duck Software, Inc. (“We”, “Us”, “Our”) or Our suppliers who retain exclusive title to their intellectual property rights therein. Your rights to use the Software are limited to those expressly granted below and We reserve all rights not expressly granted in this Agreement. Nothing in this Agreement shall be deemed to confer any third party rights or benefits.

The terms and conditions set forth in this Agreement contain all terms and conditions applicable to Your use of the Software. A “Registered Project Acknowledgement” is a document from Us which references this Agreement and identifies the Software and the respective rights being licensed hereunder, including the Registered Product Use (License Type, quantity, subscription period) and the identity of Your Registered Project. “Registered Project Use” means Your use of the Software for the purpose of developing, analyzing, building and testing open source programming code being developed as part of Your Registered Project. “Documentation” means the user documentation, in written, electronic or other format, which describes Our Software and its operation and which We make generally available to Our users. “License Type” means the usage rights licensed under the applicable Registered Project. License Types offered by Us from time to time can be found at http://www.coverity.com/html/licensetype.html. “Registered Project” means the Scan member project registered with and approved by Us at scan.coverity.com. “Service” means the service provided by Us in conjunction with the Software at scan.coverity.com and/or other web pages designated by Us for use with respect to Your Registered Project. “Software” means, where applicable, the specific products and Documentation provided by Us in conjunction with the Service at scan.coverity.com and used in conjunction with a Registered Project.

Subject to Your (a) receipt of Our Registered Project Acknowledgement and (b) compliance with the terms and conditions of this Agreement, You will be entitled to use the Software and the results of analysis from the use of the Software on the applicable Registered Project. We hereby grant You a nonexclusive, non-transferable license to use the Software and the results of analysis from Your use of the Software to the extent permitted by Your compliance with these terms, solely for internal Registered Project Use by You. We will provide You with electronic access to the results of analysis provided by use of the Software on Your Registered Product and access will be deemed to occur upon the Software being available for Your use in conjunction with Your Registered Project.

Except as permitted elsewhere in the Agreement, the rights granted to You are conditional upon Your compliance with the following obligations: You will not copy the Software (including the Documentation or Services provided in conjunction with the Software), in whole or in part, except as expressly authorized in this Agreement and the Registered Project Acknowledgement; You will not transfer, assign, lease, lend or rent, the Software (including the Documentation or Services provided in conjunction with the Software), use the Software to provide service bureau, time-sharing or other services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement; You will not disassemble, decompile, reverse engineer, modify or create derivative works of the Software (including the Documentation or Services provided in conjunction with the Software) nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law; You will not allow access or use of the Software by, and will not display the Software’s user interfaces to anyone without Our prior express written consent; You will not disclose to any third party any comparison of the results of operation of the Software, except as expressly permitted by this Agreement; You will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing in the Software as delivered by Us; You will use the Software only in accordance with this Agreement and the applicable Registered Project Acknowledgement; and You will not use the Software to store or transmit any malicious code, interfere with or disrupt the integrity of the Software, or attempt to gain unauthorized access to the Software or its related systems or networks.

Your use of and access to the Software may be monitored and regulated through a license management tool (a “License Manager”). The License Manager will report such data (collectively, “Use and Compliance Data”) to Us. You will not use the Software in a manner that circumvents or interferes with the operation of the License Manager or any other technological measure that controls access to the Software.

The Software may contain open source or community source software (“Open Source Software”) provided under separate license terms (the “Open Source License Terms”). The applicable Open Source License Terms are provided to You upon request. Your use of the Open Source Software in conjunction with the Software in a manner consistent with the terms of this Agreement is permitted, however, You may have broader rights under the applicable Open Source License Terms and nothing in this Agreement is intended to impose further restrictions on Your use of the Open Source Software.

You may choose to, but are not required to, provide suggestions, data, feedback and other information to Us regarding possible improvements in the operation, functionality or use of the Software. You hereby grant to Us, without charge, the right to use, copy, modify and create derivative works of any such suggestions, data, feedback and information for the purpose of (i) improving the operation, functionality or use of Our existing and future product and service offerings and commercializing such offerings; and (ii) publishing statistics about software quality of the Registered Project. All data obtained from the License Manager shall be deemed Feedback.

We agree to provide You those authorization keys and/or passwords which are necessary to permit You to gain access to the Software which has been properly licensed to You in accordance with this Agreement and the applicable Registered Project Acknowledgement. Notwithstanding anything to the contrary in this Agreement or any Registered Project Acknowledgement, You hereby acknowledge that You shall have no right or license to any software made available to You for any service or software which has not been properly licensed to You pursuant to this Agreement, that any such service or software has been included therein solely as a matter of convenience, and that You further agree not to attempt to gain access to, or permit any third party to attempt to gain access to, such software.

“Confidential Information” means: (a) The Software, in byte code or source code form; (b) any authorization keys and passwords delivered in order to operate the Software; (c) Documentation, Our product road maps and development plans; (d) any results of operation from use of the Software; (e) functionality of Our system when accessing the Software; and (f) any of Our business, technical or training information. Confidential Information does not include information that: (a) is or becomes generally known or available to the public through no act or omission by You; (b) is rightfully known by You prior to receiving such information from Us and without restriction as to use or disclosure; (c) is independently developed by You without use of Our Confidential Information and without breach of this Agreement; or (d) is rightfully received by You from a third party without restriction on use or disclosure. The existence of this Agreement and the nature of the business relationship between the parties are not considered Confidential Information. You will not use Our Confidential Information except as necessary to exercise the rights granted under this Agreement and You will not disclose such Confidential Information to any person or entity. Without limiting the generality of the foregoing, You agree that You will not post the images of the Software or the results of the analysis provided by the use of the Software. The foregoing obligations will not restrict You from disclosing Our Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that You give Us reasonable notice to contest such order or requirement. You acknowledge that violations of the covenants and obligations of this Agreement may cause Us irreparable injury for which an adequate remedy at law may not be available. Therefore, We shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.

We do not warrant that the Software will meet Your requirements, that the operation of the Software will be error-free or uninterrupted, that the Software will be made available to You for any guaranteed uptimes, or that the Software will discover all errors and vulnerabilities that may reside in the Registered Project or any associated code bases. The Software is being provided to You "AS IS." WE DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. Notwithstanding anything to the contrary, this Agreement does not limit liability due to death or personal injury caused by gross negligence, or liability due to fraudulent misrepresentations or willful conduct, or liability arising from breaches of confidentiality obligations or license grants or conditions hereunder. SUBJECT TO THE FOREGOING SENTENCE, IN NO EVENT WILL WE, OR OUR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You may have other rights under applicable mandatory local laws. This Agreement does not change Your rights under applicable mandatory local laws if such laws do not permit it to do so. Our cumulative liability to You for all claims of any kind resulting from Our performance or breach of this Agreement or the Software furnished hereunder shall not exceed $100. We would not be able to provide the Software without the limitations set forth herein.

Either party will have the right to terminate this Agreement and any license granted thereunder at any time on receipt of notice from the other party. Termination of this Agreement under this section terminates all Registered Project Acknowledgements and rights granted to You to the Software. Upon termination or expiration of this Agreement or a Registered Project, all Software licenses and rights to use the Software and Confidential Information that are granted thereunder shall terminate. Upon termination of this Agreement, You will promptly return to Us or destroy the applicable Software and Confidential Information and all copies and portions thereof, in all forms and types of media, including any results of operation from use of the Software.

All terms and conditions of this Agreement which by their nature and intent that intended to survive termination of this Agreement will survive the termination or expiration of this Agreement or of any Registered Project.

You agree that We may use Your name and logo (in a form approved by You) and Registered Product information to identify You and such project as a participant of Our Scan Program on Our website or in Our marketing or publicity materials or in any filings made in connection with state or federal securities laws. You agree that the Software is subject to the export control laws and regulations of the United States, including but not limited to the Export Administration Regulations (“EAR”), and sanctions regulations of the U.S. Department of the Treasury, Office of Foreign Assets Control and that You will comply with these laws and regulations. Without limiting the foregoing, if any of the Software governed by this Agreement, or the direct product of the Software (each, a “Controlled Product”), is subject to the national security controls as identified on the Commerce Control List (the “Controlled Products”), You will not, without a U.S. Bureau of Industry and Security license or license exception, export, re-export, or transfer a Controlled Product, either directly or indirectly, to any national of any country identified in Country Groups D:1 or E:1 as defined in the EARs. In addition, the Software may not be exported, re-exported, or transferred to (a) any person or entity listed on the “Entity List”, “Denied Persons List” or the list of “Specifically Designated Nationals and Blocked Persons" as such lists are maintained by the U.S. Government, or (b) an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (i) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (ii) the design, development, production, or use of missiles or support of missiles projects; and (iii) the design, development, production, or use of chemical or biological weapons. You will, at Black Duck’ request, demonstrate compliance with all such applicable export laws, restrictions, and regulations. You may not assign this Agreement, in whole or in part, by operation of law or otherwise. Any attempt to assign this Agreement without such consent will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of laws known as conflicts of law. Both parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this agreement will be without prejudice to its other remedies under this Agreement or otherwise. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, natural disasters or governmental action. In addition to the Use and Compliance Data collected by the License Manager, You will monitor and track access to and use of the Service and the Software. At Our written request, You will furnish Us with a certification signed by Your authorized party providing user or access information that identifies whether the Software is being used in accordance with the terms of this Agreement. Upon at least thirty (30) days prior written notice, We may engage, at Our expense, an independent auditor to audit Your use of the Software to ensure that You are in compliance with the terms of this Agreement. All notices required or permitted under this Agreement will be in writing. Notices will be effective upon delivery if delivered in person and upon mailing if delivered by courier service, overnight delivery services or by a form of certified or express mail. Notices affecting this Agreement as a whole will be sent to the address You provided Us upon acceptance of this Agreement, if any, or to such other address of a party as such party may identify in writing; notices related to a particular transaction will be sent to the primary corporate addresses set forth in the Registered Project acknowledgement or to such other address as You or Us may notify the other party in writing. This Agreement, including all Registered Project acknowledgements referencing this Agreement, constitute the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of this Agreement will be effective only if in writing and signed by You and an authorized representative of Us. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. The word “including” when used in this Agreement will mean including without limitation of the generality of any description, definition, term or phrase preceding that word.

You shall comply with Our terms of use policy (“TOU”), incorporated herein by reference and accessible at [NEW URL]. We may update its TOU from time to time, and such changes shall be incorporated herein by reference automatically.

The Software is “Commercial Computer Software” as defined under FAR 252.227-7014. If You are subject to the Defense Federal Acquisition Resolutions (DFAR), the license to use Our Commercial Computer Software and associated documentation are sold pursuant to Our standard commercial license pursuant to DFARS 227.7202-1.Commercial Products. For all other government customers, use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in subparagraph (b)(2) of Commercial Computer Software License 48 CFR 52.227-19, as applicable. The use of the Software is provided for ultimate end use by the federal government with federal government rights being limited to those rights customarily provided to the public as defined in this Agreement. The use of the Software is provided in accordance with FAR 12.211 (Technical Data) and, for use of the Software provided to Department of Defense customers, DFAR 252.227-7015 (Technical Data – Commercial Items). No additional rights are granted to any federal government customers than those set forth in this Agreement and any applicable Registered Project acknowledgement.

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. An originally executed version of this Agreement or any Exhibit or attachment, that is delivered by one party to the other party, as evidence of signature, by facsimile, or by electronic mail after having been scanned as an image file (including, Adobe PDF, TIF, etc.) shall, for all purposes hereof, be deemed an original signature and neither party shall have the right to object to the manner in which the Agreement was executed as a defense to the enforcement of the Agreement. The English language version of this Agreement shall prevail over any translations of this Agreement. You agree that the Uniform Computer Information Transaction Act or any version thereof, adopted by any state, in any form (" UCITA"), shall not apply to this Agreement. To the extent that UCITA is applicable, the parties agree to opt out of the applicability of UCITA pursuant to the opt-out provision(s) contained therein.

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