EULA

COLLAB grants to the Partner the right to sublicense - only in a hosting system - , the Licensed Software to an End User of the Territory and in such agreements Partner and End User shall comply, at a minimum and as applicable, that:

1. The server component of the Licensed Software will be used in multi End Users platforms owned by the Partner.
2. Licensed Software shall only be used: (A) in object code form; and (B) for the End User's own internal data processing purposes.
3. End User will (A) not use the Licensed Software or Documentation to create any software or documentation that is similar to any of the Licensed Software or Documentation, (B) not decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any Licensed Software, or use any similar means to discover the source code of the Licensed Software or to discover the trade secrets therein, or otherwise circumvent any technological measure that controls access to the Licensed Software; (C) not encumber, transfer, sublicense, rent, lease, time-share or use the Licensed Software in any service bureau arrangement; (D) not copy (except for archival purposes), distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any Licensed Software; and (E) not permit any third party to engage in any of the acts proscribed in clauses (A) through (D).
4. End User shall not obtain any right, title and interest in or to the Licensed Software, except as specifically authorized by this Agreement.
5. Without prejudice to COLLAB’s indemnity obligations provided herein, sole COLLAB’s responsibility to End Users arising out of or in connection with the use or performance of the Licensed Software are the obligations foreseen in the Maintenance Services indicated in Exhibit B, regardless of the form of any claim or action, or whether the damages are direct, indirect, incidental, special, punitive or consequential.
6. The warranty in respect of the Licensed Software, and COLLAB’s obligations to correct or replace any materially non-compliant Licensed Software, are not in excess of the warranty and disclaimers of warranty provided in this Agreement.
7. Upon any termination of the sublicense and the agreements, the End User will: (A) discontinue use of the Licensed Software; (B) return the Licensed Software, Documentation and all archival or other copies thereof to COLLAB and (C) have an officer of End User certify in writing that all such copies have been returned or destroyed, as the case may be, and that all use thereof has been discontinued.
8. End User shall not publish or otherwise disclose any results of evaluations or benchmark tests of the Licensed Software, except to COLLAB.
9. End User shall comply in all material respects with all relevant export control laws and regulations to assure that neither the Licensed Software and any direct, indirect or derivative product thereof, are not exported, directly or indirectly, in the applicable law;
10. Prohibit the use and disclosure of the COLLAB’s Proprietary Materials in a manner inconsistent with the provisions of this Agreement.

Alternatively or in addition to Sublicensing under an Hosting Program, Partner may sublicense the Licensed Software on a stand-alone basis with no hosting services according to the terms herein. Partner shall sublicense each End User of the Licensed Software through a End User License Agreement (the “End User License Agreement”), executed by and between Partner and the End User, which agreement shall specify, at a minimum, that:

1. The server component of the Licensed Software will be used only on a single Designated Computer Server or Cluster.
2. Licensed Software shall only be used: (A) in object code form; and (B) for the End User's own internal data processing purposes.
3. End User will (A) not use the Licensed Software or Documentation to create any software or documentation that is similar to any of the Licensed Software or Documentation, (B) not decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any Licensed Software, or use any similar means to discover the source code of the Licensed Software or to discover the trade secrets therein, or otherwise circumvent any technological measure that controls access to the Licensed Software; (C) not encumber, transfer, sublicense, rent, lease, time-share or use the Licensed Software in any service bureau arrangement; (D) not copy (except for archival purposes), distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any Licensed Software; and (E) not permit any third party to engage in any of the acts proscribed in clauses (A) through (D).
4. End User shall not obtain any right, title and interest in or to the Licensed Software, except as specifically authorized by this Agreement.
5. COLLAB shall have no liability for any damages to End Users arising out of or in connection with use or performance of the Licensed Software, regardless of the form of any claim or action, or whether the damages are direct, indirect, incidental, special, punitive or consequential.
6. The warranty in respect of the Licensed Software, and COLLAB’s obligations to correct or replace any materially non-compliant Licensed Software, are not in excess of the warranty and disclaimers of warranty provided in this Agreement.
7. Upon any termination of the Sublicense, the End User will: (A) discontinue use of the Licensed Software; (B) return the Licensed Software, Documentation and all archival or other copies thereof to COLLAB and (C) have an officer of End User certify in writing that all such copies have been returned or destroyed, as the case may be, and that all use thereof has been discontinued.
8. End User shall not publish or otherwise disclose any results of evaluations or benchmark tests of the Licensed Software, except to COLLAB.
9. End User shall comply in all material respects with all relevant export control laws and regulations to assure that neither the Licensed Software and any direct, indirect or derivative product thereof, are not exported, directly or indirectly, in the applicable law;
10. Prohibit the use and disclosure of the COLLAB’s Proprietary Materials in a manner consistent with the provisions of this Agreement.