PUPPET® CORE SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS PUPPET® CORE SOFTWARE LICENSE AGREEMENT (“AGREEMENT”)
CAREFULLY BEFORE ACCESSING, DOWNLOADING, OR OTHERWISE USING THE
APPLICABLE SOFTWARE PRODUCT (THE “SOFTWARE”) LICENSED BY PERFORCE
SOFTWARE, INC., A DELAWARE CORPORATION (“PERFORCE”). BY ACCEPTING THIS
AGREEMENT, COMPLETING THE REGISTRATION PROCESS, AND/OR INSTALLING OR
USING THE SOFTWARE, YOU AGREE ON BEHALF OF YOURSELF AND YOUR COMPANY (IF
APPLICABLE) TO THE TERMS BELOW. IF YOU DO NOT AGREE WITH THESE TERMS, OR
DO NOT HAVE THE AUTHORITY TO BIND YOUR COMPANY, YOU ARE NOT PERMITTED TO
INSTALL, REGISTER FOR, OR USE THE SOFTWARE. BY CLICKING THE “I ACCEPT”
BUTTON, OR BY DOWNLOADING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT
THIS AGREEMENT AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE
TO BE BOUND BY ITS TERMS. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF A
COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER
INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY. IF YOU DO NOT HAVE SUCH
AUTHORITY, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SOFTWARE. FOR
PURPOSES OF THIS AGREEMENT, ANY REFERENCE TO “CUSTOMER” OR “YOU” AND
“YOUR” REFER TO THE INDIVIDUAL OR COMPANY THAT IS THE CUSTOMER.

1.  DEFINED TERMS. For purposes hereof, the terms provided below, when
    used anywhere in the Agreement with initial capital letters, will
    have the respective meanings as set forth below:

  1.1.  “Affiliate” means any natural person, partnership, corporation,
        association, limited liability company, joint stock company,
        trust, joint venture, unincorporated organization, estate, labor
        union, or a government entity that, directly or indirectly,
        controls, is controlled by, or is under common control with
        another 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.  “Confidential Information” means, with respect to a party,
        including its Affiliates, information that pertains to such
        party’s (or its Affiliates’) business, including technical,
        marketing, financial, employee, planning, product roadmaps,
        performance results, pricing, prototype products and services,
        inventions, trade secrets, and other confidential or proprietary
        information.

 1.3.  “Node” means a Virtual Node, Physical Node, or other instance of
        the Software.

 1.4.  “Order” means a duly authorized quotation issued by Perforce to
        Customer that specifies the Software to be licensed and may
        include other terms and conditions governing such Software (such
        as the fees and the term of the license) and a purchase order,
        if applicable, issued by Customer to Puppet in response to and
        reflecting the information contained in the quotation (with no
        additional or different terms, unless such additional or
        different terms are expressly accepted by Puppet in writing).

 1.5.  “Physical Node” means a physical system that contains or
        executes all, or a portion of, the Software, which includes,
        without limitation, a server, laptop, blade, workstation, or
        other physical computing system, as applicable.

 1.6.  “Managed Nodes” are Nodes that are deployed by the Customer (or
        are deployed by an authorized third party at the direction of
        Customer and who is under contract with the Customer), and its
        Affiliates, and managed under the Customer’s and its Affiliates’
        Puppet® instance. For purposes of clarity, Managed Nodes
        include, without limitation: (i) any Node deployed using any
        version of the Puppet® Software, which includes, without
        limitation, Open Source Puppet®, Puppet® Core, Puppet®
        Enterprise, and Puppet® Enterprise Advanced Software; and (ii)
        any Node deployed by the Customer and its Affiliates under a
        Development License.

1.7.  "Virtual Node” means an instance of the Software executed, in
        whole or in part, on a virtual machine or in a container.

2.  GRANT OF LICENSE; RESTRICTIONS.

2.1.  License Grant. Subject to Customer’s compliance with the
        Agreement, and in consideration of Customer’s payment of the
        applicable license fees, Perforce grants to Customer a limited,
        non-sub licensable, non-exclusive, non-transferable, fully-paid,
        time-based license to: (a) install the Software ordered by
        Customer as set forth in the applicable Order in accordance with
        the documentation for the Software for Customer’s own direct
        internal business purposes, and subject to any limitation on use
        specified in the Agreement; (b) use the Software and apply the
        license configuration to the number of the Puppet® Core Managed
        Nodes that Customer has paid the applicable subscription license
        fees; (c) access and use the documentation for the Software
        solely in conjunction with and in support of Customer’s licensed
        use of the Software; and (d) make the number of exact copies of
        the Software as required for archival and back-up purposes, and
        a reasonable number of copies of the documentation for the
        Software to support the licensed use of the Software, provided
        that each copy of the Software and the documentation for the
        Software retains all copyright and other proprietary notices
        included in the original copy provided by Perforce to the
        Customer. Perforce, and Perforce’s Affiliates (which, for
        purposes of clarity, expressly includes, Puppet, Inc., a
        Delaware corporation (“Puppet”), hereby reserve all rights in
        and to the Software that are not specifically granted by the
        Agreement.

2.2.  Restrictions. The Software is licensed, not sold. Customer may
        not use the Software other than for Customer’s internal business
        purposes, and not for the purposes of any third party nor for
        any timesharing, rental, Internet, or application service
        provider, commercial hosting services, or service bureau basis.
        Customer shall not: (i) reverse engineer or otherwise attempt to
        discover the source code or human readable data or underlying
        ideas or algorithms of the Software; (ii) modify, translate, or
        otherwise made derivative works of the Software; (iii) apply a
        license configuration to more than one Puppet® Core Managed
        Node; (iv) apply a license configuration to more Puppet® Core
        Managed Nodes than those declared to Perforce at the time of the
        Order and for which the Customer has not paid to Perforce the
        appropriate subscription license fees; (v) tamper with, or
        attempt to tamper with, circumvent or disable, or attempt to
        circumvent or disable, any license or other limiting function
        delivered with the Software, or otherwise attempt to gain access
        to functionality or capacity that is not validly licensed by the
        Customer, or (vi) remove or otherwise alter any proprietary
        notices or labels from the Software or from the documentation
        for the Software, or from any portion thereof.

 2.3.  Intellectual Property Ownership. Puppet, a Perforce Affiliate,
        is the owner and holder of all of the intellectual property
        rights in and to the Software and related documentation. Except
        for the limited rights granted by Perforce to Customer in
        Section 2.1, Perforce and its Affiliates, including Puppet,
        retain all right, title, and interest in and to the Software,
        including all intellectual property rights, registered or
        unregistered, wherever in the world those rights may exist
        (collectively, the “Puppet IP Rights”), as well as title to all
        copies of the Software provided to Customer by Perforce, or
        copies made by the Customer itself. The Puppet IP Rights include
        graphics, user and visual interfaces, design, structure,
        selection, coordination, expression, “look and feel,”
        arrangement, trademark, logo, and other distinctive brand
        features of the Software (collectively, the “Puppet Marks”).
        This Agreement does not permit Customer to distribute any
        product or service using the Puppet Marks. Puppet and Perforce
        shall retain title to all copies of the Software provided to
        Customer, or made by Customer. There are no implied rights or
        licenses in the Agreement. Under the Agreement, Perforce is the
        contracting entity for completing the sale of the subscription
        licenses for the Software. All rights are expressly reserved by
        Perforce and its Affiliates, including Puppet.

 2.4.  Open-Source Components. The Software may include components,
        including, without limitation, programs, applications, tools,
        utilities, libraries, and other programming code) that are made
        available from third parties under a free or open source
        licensing model (the “Open-Source Components”). The Open-Source
        Components included in the Software are redistributed by
        Perforce under the terms of the applicable Open Source
        Components license for such Open Source Component. Your receipt
        of the Open Source Components will neither enlarge nor curtail
        your rights or obligations under the license applicable to such
        Open Source Component. Copies of the licenses for the
        Open-Source Components that are included with, or used in, the
        Software, if applicable, can be found in the documentation for
        the Software.

2.5.  Third Party Software. The Software may include components under
        license from third parties (the “Third Party Software”). The
        components and their applicable third-party license terms for
        the Software, if applicable, can be found in the documentation
        for the Software. Customer may not distribute any product or
        service using the Puppet Marks (defined in the Terms), including
        in connection with any Open Source Components or Third Party
        Software.

2.6.  Inspection. Customer acknowledges and agrees that it has a
        commercially reasonable process in place to track Customer’s use
        of the Software and any license configurations that are deployed
        on the Puppet® Core Managed Nodes in order to ensure that the
        appropriate license fees have been paid by Customer for such
        use. Customer shall exercise proper use of the Software and any
        license configurations according to the rights granted to the
        Customer and in accordance with the restrictions set forth in
        Section 2.2 of the Agreement. Notwithstanding the foregoing,
        during the term of the Agreement, upon Perforce’s written
        request, Customer agrees to provide Perforce with a written
        report signed by Customer’s authorized representative verifying
        the number of Puppet® Core Managed Nodes being applied or
        otherwise used by Customer with respect to the Software within
        five (5) business days of the date of the written request. If
        Perforce has a good faith reason to believe that Customer has
        incorrectly reported the number of Puppet® Core Managed Nodes
        using the Software, Perforce has the right to have its personnel
        inspect, but no more one (1) time in any twelve (12) month
        period, Customer’s use of the Software and any license
        configuration deployed on the Puppet® Core Managed Nodes,
        following this protocol: (1) identify all unique Software
        installations; (2) monitor Customer’s personnel’s login to each
        Software installation; and (3) obtain records of the Puppet®
        Core Managed Nodes assigned to each license. Any such inspection
        will take place remotely, if possible, or otherwise in person
        during normal business hours and upon not less than ten (10)
        business days’ advance written notice.

2.7.  	Usage Data. Unless Customer chooses to disable and opt-out of
        this functionality, Perforce may collect and may make use of
        certain information that is automatically generated by the
        Software regarding Customer’s use of the Software. Such
        information that is generated includes, without limitation, the
        browser and operating system types and versions used, installer
        commands, web interface clicks, mouse gestures, data relating to
        the submission of online forms (but not the content of the
        forms), IP addresses, and page views, URLs visited within the
        Software, error messages and related data about Software errors
        where Software is hosted by Perforce or its provider(s) or
        Customer or its provider(s) (“Usage Data”) and Customer consents
        to such collection and use per this section. Perforce may use
        and share the Usage Data with third parties to help Perforce
        improve the user experience and the Software. The Usage Data
        collected and used by Perforce is de-identified so that it does
        not reveal the name, role, contact details, or other real-world
        identifiers of Customer and of Customer's users.

2.8.  Affiliates. Notwithstanding anything to the contrary herein, the
        rights granted to Customer hereunder may be exercised by any of
        its Affiliates, provided that Customer shall remain responsible
        at all times for such Affiliates’ adherence to all applicable
        terms and conditions of this Agreement and shall be primarily
        liable for any breach of this Agreement by such Affiliate.

3.  FEES; PAYMENT.

 3.1.  Fees. Customer will not be charged a subscription license fee
        for the Software so long as the aggregate number of Managed
        Nodes does not exceed twenty-five (25). Each Managed Node in
        excess of twenty-five (25) requires the purchase of one
        subscription license for the applicable Software. In addition,
        if applicable, Customer will pay all other fees for professional
        services, if applicable, all as set forth in the corresponding
        Order. Unless otherwise stated in the Order, the default
        subscription term is twelve (12) months. Unless otherwise stated
        in the Order, the subscription term will automatically renew for
        subsequent twelve (12) month terms unless either party elects to
        not renew the subscription licenses upon providing thirty (30)
        days’ written notice prior to the end of the then-current term.

 3.2.  Payment. Customer agrees to pay Perforce all fees within
        thirty (30) days of the invoice date, unless otherwise set forth
        in an Order. All payments shall be made in currently available
        funds payable at the address set forth on Perforce’s invoice.
        All amounts payable shall be in the currency of the United
        States of America and specifically exclude (and Customer is
        responsible for) any and all applicable sales, use, and other
        taxes (other than taxes based on Perforce’s income). Any overdue
        amounts are subject to a late payment charge of the lower of
        1.5% per month and the highest interest rate permitted by
        applicable law. All fees are non-refundable, except as provided
        in Section 7 of the Agreement. The licenses granted herein are
        subject to Customer making all payments due and shall
        automatically terminate if Customer fails to make any payments
        when due, including installment payments, whether owed directly
        to Perforce or a reseller.

4.  SUPPORT, MAINTENANCE, AND CHANGES.

  4.1.  Support. The Software does not come with a standard support
        services package for the Software.

  4.2.  Maintenance. Periodic updates and patches to the Software will
        be made available to Customer through a Puppet-maintained
        repository, the location of which will be shared with you
        through your designated communication channel.

  4.3.  Modules and Customer Changes. Perforce, and the members of the
        Puppet Forge open source software community, makes available
        certain other modules (“Modules”) that may be used in connection
        with the Software, through the Puppet Forge™ web site, which is
        located at https://forge.puppet.com/ (the “Puppet Forge”).
        Perforce is not liable to support the Customer’s use or
        implementation of any Module or package, nor are such Modules or
        packages covered by the warranty terms of the Agreement.
        Furthermore, Perforce is not responsible for supporting, and is
        not liable under the Agreement in any way (including warranty)
        for, any changes made by Customer to the Software.

5.  WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY.

    5.1.  Warranties. Perforce, on behalf of itself and its Affiliates,
        represents and warrants that it has sufficient ownership or
        authority to grant to Customer the licenses granted under the
        Agreement. Each party represents and warrants that: (a) it has
        the full power and authority to enter into the Agreement and to
        carry out its obligations under the Agreement; and (b) it has
        complied, and will in the future comply, with all applicable
        laws in connection with the execution, delivery and performance
        of the Agreement.

    5.2.  Software Warranty. Perforce warrants to the Customer that the
        Software will perform in all material respects as specified in
        its accompanying documentation under normal use for a period of
        thirty (30) calendar days from initial receipt or access.
        Customer’s exclusive remedy for a breach of this limited
        warranty is to return any allegedly defective Software and
        Perforce, at its option, will replace it or refund any unused
        fees paid for the Software. This warranty applies to Third Party
        Software only to the extent its failure to operate causes the
        Software to fail to conform to this warranty.

    5.3.  Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5,
        PERFORCE DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS
        WITH RESPECT TO THE SOFTWARE (INCLUDING REPORTS, ANALYSIS OR
        CONTENT GENERATED BY THE SOFTWARE), SERVICES, AND/OR
        DELIVERABLES INCLUDING THE WARRANTIES OF FITNESS FOR A
        PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY,
        MERCHANTABILITY AND THOSE THAT MAY ARISE FROM ANY COURSE OF
        DEALING OR PERFORMANCE. THE SOFTWARE AND/OR DELIVERABLES EXCLUDE
        ANY NON-PERFORCE APPLICATIONS OR PLATFORMS AND ANY ACQUISITION
        OR USE OF THOSE APPLICATIONS OR PLATFORMS IS SOLELY THE
        RESPONSIBILITY OF CUSTOMER AND THE PROVIDER OF SUCH APPLICATIONS
        OR PLATFORMS. PERFORCE MAKES NO WARRANTY REGARDING THE
        INTEROPERABILITY OF THE SOFTWARE WITH (OR ANY CONTENT GENERATED
        FROM) ANY NON-PERFORCE APPLICATIONS OR PLATFORMS. PERFORCE DOES
        NOT WARRANT OR SUPPORT NON-PERFORCE APPLICATIONS OR PLATFORMS.

    5.4.  Limitation of Liability. EXCEPT AS STATED BELOW, EACH PARTY’S
        LIABILITY TO THE OTHER UNDER THE AGREEMENT IS LIMITED AS
        FOLLOWS: (A) NEITHER SHALL BE LIABLE FOR ANY INDIRECT,
        INCIDENTAL, PUNITIVE, CONSEQUENTIAL, RELIANCE, OR SPECIAL
        DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST
        PROFITS, LOST DATA OR LOST SAVINGS); AND (B) NEITHER SHALL BE
        LIABLE TO THE OTHER FOR ANY AMOUNTS IN EXCESS OF THE GREATER OF
        FIVE HUNDRED DOLLARS ($500) OR THE AMOUNTS PAID BY CUSTOMER TO
        PERFORCE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING
        RISE TO LIABILITY. THE LIMIT STATED IN (B) WILL NOT APPLY TO ANY
        UNPAID FEES OR EXPENSES OWED BY CUSTOMER TO PERFORCE OR THE
        UNLICENSED USE OF THE SOFTWARE, AND NEITHER LIMIT APPLIES TO ANY
        VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS OR BREACHES
        OF SECTION 7 (CONFIDENTIALITY). THESE LIMITS APPLY REGARDLESS OF
        THE FORM OF CLAIM (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THIS
        SECTION 5.4 IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
        SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF
        INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, SO THE
        ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH EVENT,
        LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY
        APPLICABLE LAW.

6.  CONFIDENTIALITY. Each party to the Agreement agrees to keep
    confidential and to use only for purposes of performing its
    obligations under the Agreement, any Confidential Information of the
    other party disclosed pursuant to the Agreement that is marked as
    confidential, is identified at the time of disclosure as
    confidential, or that would reasonably be considered confidential or
    proprietary in nature. The obligation of confidentiality shall not
    apply to information that is publicly available through authorized
    disclosure, or information that is required to be disclosed by law,
    government order, or request to be disclosed (provided that the
    receiving party shall give reasonable advance written notice to the
    other party prior to such disclosure and an opportunity, at the
    objecting party’s expense, to take legal steps to resist or narrow
    such request). Customer acknowledges and agrees that the Software,
    any documentation for the Software, and any Usage Data shall be
    deemed as Perforce’s Confidential Information. Each party's
    obligations of nondisclosure with regard to Confidential Information
    are effective as of the date such Confidential Information is first
    disclosed to the receiving party and will expire five (5) years
    thereafter; provided, however, with respect to any Confidential
    Information that constitutes a trade secret (as determined under
    applicable laws), such obligations of nondisclosure will survive the
    termination or expiration of the Agreement for as long as such
    Confidential Information remains subject to trade secret protection
    under applicable laws.

7.  TERM AND TERMINATION.

 7.1.  The Agreement will commence on the Effective Date and continue
        until terminated as set forth herein.

 7.2.  Either party may terminate the Agreement in the event that the
        other party breaches the terms, conditions, and/or obligations
        under the Agreement. Intent to terminate will be made by a
        written notice setting forth the details of the breach.
        Termination will become effective fifteen (15) days from the
        date that the written notification of intent to terminate was
        given unless the breaching party has corrected the breach prior
        to the end of such fifteen (15) day period. Either party will
        have the right to terminate the Agreement effective immediately,
        by written notice to the other party, if: (a) a petition of
        bankruptcy is granted against the other party; or (b) the other
        party makes an assignment for the benefit of creditors; or (c) a
        petition of bankruptcy is filed by or against the other party
        and if such petition is not dismissed by the bankruptcy court
        within sixty (60) days after its filing.

 7.3.  Upon termination of the Agreement for any reason the following terms
        shall apply: (a) all rights granted under the Agreement will immediately
        terminate and Customer must immediately stop all use of the Software;
        (b) Customer must return to Perforce or destroy all copies of the
        Software provided to or made by or on behalf of Customer, and will,
        within ten (10) days after the effective date of termination, provide
        Perforce with written certification that all such copies have been
        returned or destroyed; and (c) all provisions of the Agreement that
        expressly, by implication, or necessity, contemplates performance or
        observance subsequent to the termination of the Agreement will survive
        termination or expiration of the Agreement and will continue in full
        force and effect, including any outstanding payment obligations. Any
        termination shall be without prejudice to the rights and remedies of
        either party that may have accrued prior to such termination. For the
        avoidance of doubt, and except in the case of breach of the Agreement by
        Perforce, Customer shall not be entitled to a refund of any prepaid fees
        upon termination of the Agreement, and Perforce will not release
        Customer from its obligations to pay Perforce all fees that have accrued
        under the Agreement prior to its termination.

8.  GENERAL. The laws of the State of Delaware, U.S.A., govern the
    Agreement (without regard to Delaware conflict of laws rules and
    excluding the United Nations Convention on Contracts for the
    International Sale of Goods and the Uniform Computer Information
    Transactions Act). Any dispute, claim or controversy arising out of,
    connected with, or relating to this Agreement or any will be
    submitted to the sole and exclusive jurisdiction of a competent
    state or federal court located in the State of Delaware, and the
    parties irrevocably waive any objection to such exclusive
    jurisdiction. Customer agrees that any breach of Section 2 or other
    infringement or misappropriation of the Puppet IP Rights will result
    in immediate and irreparable damage to Perforce for which there is
    no adequate remedy at law. Customer and Perforce may only amend or
    modify the Agreement, or waive any right under the Agreement, in a
    writing that is signed by both parties and that expressly references
    the Agreement. No waiver of any breach of any provision of the
    Agreement shall constitute a waiver of any prior, concurrent or
    subsequent breach of the same or any other provisions. The
    Agreement, and any Orders entered into in connection herewith,
    constitute the entire agreement between the parties with respect to
    the Software and supersedes all prior and contemporaneous agreements
    or communications. No terms or conditions, including any pre-printed
    or boilerplate terms and conditions, stated in any Customer purchase
    order, or in any other Customer documentation, will be incorporated
    into or form any part of this Agreement, and all such terms or
    conditions will be null and void and of no force and effect.
