Common use of Software Terms Clause in Contracts

Software Terms. Certain SaaS Services or Email Hosting Services may require Client to install data capture or other software. Such software may be sublicensed to Client by Smarsh (“Software”) or Client may be required to license the software directly from a third party. Smarsh (including its licensors) retains all rights in and to the Software not expressly granted to Client in this Section. If Software is provided to Client by Smarsh, Smarsh grants Client the limited, non-exclusive, non-sublicensable right to download, execute and install the applicable Software onto Client’s end user’s computer, laptop or mobile device (as applicable) for which Client has purchased a Unit, plus one copy for backup or archival purposes. Client will not alter, disable or work around any usage control mechanism within the Software or rent, lease, sell, sublicense, distribute, reproduce, create derivatives of, edit, disassemble or reverse engineer the Software, or remove any proprietary notice from the Software. Client will not use the Software to provide services to third parties. Client is responsible for the supervision, management and control of the use of the Software, and for the provision and proper maintenance of the hardware and supporting software (such as operating-system updates and virus-protection software). The Software may contain automated tracking features. Client will not hinder, impede, alter or prevent the automated tracking features. Smarsh will deliver the Software to Client in a good and workmanlike manner and according to generally accepted industry standards (“Software Performance Warranty”). The foregoing warranty will expire 30 days following ▇▇▇▇▇▇’▇ delivery of the Software. In the event of a breach of the Software Performance Warranty, Smarsh will repair the Software such that it meets the foregoing Software Performance Warranty or provide Client with a replacement. The foregoing represents Client’s sole and exclusive remedy for any damage, loss or claim arising out of the Software. Smarsh makes no other representation or warranty with respect to the Software. The Software is provided “AS IS.” Smarsh expressly disclaims liability for (a) changes or modifications made to the Software by anyone other than Smarsh; or (b) any changes, modifications, combinations with other software applications or equipment, conditions or issues on or arising from Client’s systems, servers, networks, or the Internet which affects the use or operation of the Software. The warranty contained in this Section, and the obligation to provide support, do not apply to any software which is not provided by Smarsh or which is licensed to Client directly from the applicable software provider. Where Client licenses software directly from the licensor of such software, Client must contact the licensor support for any issues related to the software. Additional Software terms and conditions (“Software Terms”) may apply to the Software purchased by Client, which are available under the Software Terms located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/legal/. With respect to CellTrust archiving SaaS Services, Smarsh does not provide the CellTrust software. Smarsh provides an access credit to Client to download the CellTrust software. The CellTrust software is provided by CellTrust under the terms of the CellTrust license agreement and this Agreement does not apply to such Software. The CellTrust license agreement is available for reference under the Software Terms. In the case of a conflict between the Software Terms and this Agreement, the Software Terms will apply.

Software Terms. Certain SaaS Services or Email Hosting Services may require Client to install data capture or other software. Such software may be sublicensed to Client by Smarsh (“Software”) or Client may be required to license the software directly from a third party. Smarsh (including its licensors) retains all rights in and to the Software not expressly granted to Client in this Section. If Software is provided to Client by Smarsh, Smarsh grants Client the limited, non-exclusive, non-sublicensable right to download, execute and install the applicable Software onto Client’s end user’s computer, laptop or mobile device (as applicable) for which Client has purchased a Unit, plus one copy for backup or archival purposes. Client will not alter, disable or work around any usage control mechanism within the Software or rent, lease, sell, sublicense, distribute, reproduce, create derivatives of, edit, disassemble or reverse engineer the Software, or remove any proprietary notice from the Software. Client will not use the Software to provide services to third parties. Client is responsible for the supervision, management and control of the use of the Software, and for the provision and proper maintenance of the hardware and supporting software (such as operating-system updates and virus-protection software). The Software may contain automated tracking features. Client will not hinder, impede, alter or prevent the automated tracking features. Smarsh will deliver the Software to Client in a good and workmanlike manner and according to generally accepted industry standards (“Software Performance Warranty”). The foregoing warranty will expire 30 days following ▇▇▇▇▇▇’▇ delivery of the Software. In the event of a breach of the Software Performance Warranty, Smarsh will repair the Software such that it meets the foregoing Software Performance Warranty or provide Client with a replacement. The foregoing represents Client’s sole and exclusive remedy for any damage, loss or claim arising claimarising out of the Software. Smarsh makes Smarshmakes no other representation otherrepresentation or warranty with respect warrantywithrespect to the Software. The Software is provided “AS ISprovided“ASIS.” Smarsh expressly disclaims liability for (a) changes or modifications made to the Software by anyone other than Smarsh; or (b) any changes, modifications, combinations with other software applications or equipment, conditions or issues on or arising from Client’s systems, servers, networks, or the Internet which affects the whichaffectsthe use or operation of the Software. The warranty contained warrantycontained in this Section, and the obligation to provide support, do not apply to any software which softwarewhich is not provided notprovided by Smarsh or which orwhich is licensed to Client directly from the applicable software providerClientdirectlyfromtheapplicablesoftwareprovider. Where Client licenses software Clientlicensessoftware directly from the licensor of such software, Client must contact the licensor support for any issues related to the software. Additional Software terms and conditions (“Software Terms”) may apply to the Software purchased by Client, which are available under the Software Terms located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/legal/. With respect to CellTrust archiving SaaS Services, Smarsh does not provide the CellTrust software. Smarsh provides an access credit accesscredit to Client to download the CellTrust softwaredownloadthe CellTrustsoftware. The CellTrust software CellTrustsoftware is provided by CellTrust under the terms theterms of the CellTrust license CellTrustlicense agreement and this Agreement does not apply to such Software. The CellTrust license agreement is available for reference under the Software Terms. In the case of a conflict between the Software Terms and this Agreement, the Software Terms will apply.