Lenovo Switch Center License Agreement

International Program License Agreement

Part 1 - General Terms

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN “ACCEPT” BUTTON, OR
OTHERWISE USING THE PROGRAM, LICENSEE, ON BEHALF OF ITSELF AND ITS ASSIGNEES AND
SUCCESSORS IN TITLE, AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING
THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL
AUTHORITY TO BIND LICENSEE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS,

● DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN “ACCEPT” BUTTON, OR USE THE
PROGRAM; AND

● PROMPTLY RETURN THE UNUSED MEDIA, DOCUMENTATION, AND PROOF OF ENTITLEMENT TO
THE PARTY FROM WHOM IT WAS OBTAINED FOR A REFUND OF THE AMOUNT PAID. IF THE
PROGRAM WAS DOWNLOADED, DESTROY ALL COPIES OF THE PROGRAM.

1. Definitions

“Authorized Use” – the specified level at which Licensee is authorized to execute or run the Program.
That level may be measured by number of users, millions of service units ("MSUs"), Processor Value
Units ("PVUs"), or other level of use specified by Lenovo.

“Lenovo” – Lenovo PC HK Limited or one of its affiliates.

“License Information” (“LI”) – a document that provides information and any additional terms specific to
a Program. The Program’s LI is available at http://www.lenovo.com/sla. The LI can also be found in the
Program’s directory, by the use of a system command, or as a booklet included with the Program.

“Program” – the following, including the original and all whole or partial copies: 1) machine-readable
instructions and data, 2) components, files, and modules, 3) audio-visual content (such as images, text,
recordings, or pictures), and 4) related licensed materials (such as keys and documentation).

“Proof of Entitlement” (“PoE”) – evidence of Licensee’s Authorized Use. The PoE is also evidence of
Licensee’s eligibility for warranty, future update prices, if any, and potential special or promotional
opportunities. If Lenovo does not provide Licensee with a PoE, then Lenovo may accept as the PoE the
original paid sales receipt or other sales record from the party (either Lenovo or its reseller) from whom
Licensee obtained the Program, provided that it specifies the Program name and Authorized Use
obtained.

“Warranty Period” – one year, starting on the date the original Licensee is granted the license.

2. Agreement Structure

This Agreement includes Part 1 - General Terms, Part 2 - Country-unique Terms (if any), the LI, and
the PoE and is the complete agreement between Licensee and Lenovo regarding the use of the Program.
It replaces any prior oral or written communications between Licensee and Lenovo concerning Licensee’s
use of the Program. The terms of Part 2 may replace or modify those of Part 1. To the extent of any
conflict, the LI prevails over both Parts.

3. License Grant

The Program is owned by Lenovo or a Lenovo supplier, and is copyrighted and licensed, not sold.

Lenovo grants Licensee a nonexclusive license to 1) use the Program up to the Authorized Use specified
in the PoE, 2) make and install copies to support such Authorized Use, and 3) make a backup copy, all
provided that

a. Licensee has lawfully obtained the Program and complies with the terms of this Agreement;

b. the backup copy does not execute unless the backed-up Program cannot execute;

c. Licensee reproduces all copyright notices and other legends of ownership on each copy, or partial

copy, of the Program;

d. Licensee ensures that anyone who uses the Program (accessed either locally or remotely) 1) does

so only on Licensee’s behalf and 2) complies with the terms of this Agreement;

e. Licensee does not 1) use, copy, modify, or distribute the Program except as expressly permitted in

this Agreement; 2) reverse assemble, reverse compile, otherwise translate, or reverse engineer the

Program, except as expressly permitted by law without the possibility of contractual waiver; 3) use
any of the Program's components, files, modules, audio-visual content, or related licensed materials
separately from that Program; or 4) sublicense, rent, or lease the Program; and

f. if Licensee obtains this Program as a Supporting Program, Licensee uses this Program only to

support the Principal Program and subject to any limitations in the license to the Principal Program,
or, if Licensee obtains this Program as a Principal Program, Licensee uses all Supporting Programs
only to support this Program, and subject to any limitations in this Agreement. For purposes of this
Item “f,” a “Supporting Program” is a Program that is part of another Lenovo Program (“Principal
Program”) and identified as a Supporting Program in the Principal Program’s LI. (To obtain a
separate license to a Supporting Program without these restrictions, Licensee should contact the
party from whom Licensee obtained the Supporting Program.)

This license applies to each copy of the Program that Licensee makes.

3.1 Trade-ups, Updates, Fixes, and Patches

3.1.1 Trade-ups

If the Program is replaced by a trade-up Program, the replaced Program’s license is promptly terminated.

3.1.2 Updates, Fixes, and Patches

When Licensee receives an update, fix, or patch to a Program, Licensee accepts any additional or
different terms that are applicable to such update, fix, or patch that are specified in its LI. If no additional
or different terms are provided, then the update, fix, or patch is subject solely to this Agreement. If the
Program is replaced by an update, Licensee agrees to promptly discontinue use of the replaced Program.

3.2 Fixed Term Licenses

If Lenovo licenses the Program for a fixed term, Licensee’s license is terminated at the end of the fixed
term, unless Licensee and Lenovo agree to renew it.

3.3 Term and Termination

This Agreement is effective until terminated.

Lenovo may terminate Licensee’s license if Licensee fails to comply with the terms of this Agreement.

If the license is terminated for any reason by either party, Licensee agrees to promptly discontinue use of
and destroy all of Licensee’s copies of the Program and the PoE. Any terms of this Agreement that by
their nature extend beyond termination of this Agreement remain in effect until fulfilled, and apply to both
parties’ respective successors and assignees.

4. Charges

Charges are based on Authorized Use obtained, which is specified in the PoE. Lenovo does not give
credits or refunds for charges already due or paid, except as specified elsewhere in this Agreement.

If Licensee wishes to increase its Authorized Use, Licensee must notify Lenovo or an authorized Lenovo
reseller in advance and pay any applicable charges.

5. Taxes

If any authority imposes on the Program a duty, tax, levy, or fee, excluding those based on Lenovo’s net
income, then Licensee agrees to pay that amount, as specified in an invoice, or supply exemption
documentation. Licensee is responsible for any personal property taxes for the Program from the date
that Licensee obtains it. If any authority imposes a customs duty, tax, levy, or fee for the import into or
the export, transfer, access, or use of the Program outside the country in which the original Licensee was
granted the license, then Licensee agrees that it is responsible for, and will pay, any amount imposed.

6. Money-back Guarantee

If Licensee is dissatisfied with the Program for any reason and is the original Licensee, Licensee may
terminate the license and obtain a refund of the amount Licensee paid for the Program, provided that
Licensee returns the Program and PoE to the party (either Lenovo or its reseller) from whom Licensee
obtained it within 30 days of the date the PoE was issued to Licensee. If the license is for a fixed term
that is subject to renewal, then Licensee may obtain a refund only if the Program and its PoE are returned
within the first 30 days of the initial term. If Licensee downloaded the Program, Licensee should contact
the party from whom Licensee obtained it for instructions on how to obtain the refund.

7. Program Transfer

Licensee may transfer the Program and all of Licensee’s license rights and obligations to another party
only if that party agrees to the terms of this Agreement. If the license is terminated for any reason by
either party, Licensee is prohibited from transferring the Program to another party. Licensee may not
transfer a portion of 1) the Program or 2) the Program’s Authorized Use. When Licensee transfers the
Program, Licensee must also transfer a hard copy of this Agreement, including the LI and PoE.
Immediately after the transfer, Licensee’s license terminates.

8. Warranty and Exclusions

8.1 Limited Warranty

Lenovo warrants that the Program, when used in its specified operating environment, will conform to its
specifications. The Program's specifications, and specified operating environment information, can be
found in documentation accompanying the Program (such as a read-me file) or other information
published by Lenovo (such as an announcement letter). Licensee agrees that such documentation and
other Program content may be supplied only in the English language, unless otherwise required by local
law without the possibility of contractual waiver or limitation.

The warranty applies only to the unmodified portion of the Program. Lenovo does not warrant
uninterrupted or error-free operation of the Program, or that Lenovo will correct all Program defects.
Licensee is responsible for the results obtained from the use of the Program.

During the Warranty Period, Lenovo provides Licensee with access to Lenovo databases containing
information on known Program defects, defect corrections, restrictions, and bypasses at no additional
charge. Consult the Software Support Handbook for further information at http://www.support.lenovo.com.

If the Program does not function as warranted during the Warranty Period and the problem cannot be
resolved with information available in the Lenovo databases, Licensee may return the Program and its
PoE to the party (either Lenovo or its reseller) from whom Licensee obtained it and receive a refund of the
amount Licensee paid. After returning the Program, Licensee’s license terminates. If Licensee
downloaded the Program, Licensee should contact the party from whom Licensee obtained it for
instructions on how to obtain the refund.

8.2 Exclusions

THESE WARRANTIES ARE LICENSEE’S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY OR CONDITION OF NON­INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO
LICENSEE. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE
WARRANTY PERIOD. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS,
SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

THESE WARRANTIES GIVE LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY ALSO HAVE
OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

THE WARRANTIES IN THIS SECTION 8 (WARRANTY AND EXCLUSIONS) ARE PROVIDED SOLELY
BY LENOVO. THE DISCLAIMERS IN THIS SUBSECTION 8.2 (EXCLUSIONS), HOWEVER, ALSO
APPLY TO LENOVO’S SUPPLIERS OF THIRD PARTY CODE. THOSE SUPPLIERS PROVIDE SUCH
CODE WITHOUT WARRANTIES OR CONDITION OF ANY KIND. THIS PARAGRAPH DOES NOT
NULLIFY LENOVO’S WARRANTY OBLIGATIONS UNDER THIS AGREEMENT.

9. Licensee Data and Databases

To assist Licensee in isolating the cause of a problem with the Program, Lenovo may request that
Licensee 1) allow Lenovo to remotely access Licensee's system or 2) send Licensee information or
system data to Lenovo. However, Lenovo is not obligated to provide such assistance unless Lenovo and
Licensee enter a separate written agreement under which Lenovo agrees to provide to Licensee that type
of technical support, which is beyond Lenovo’s warranty obligations in this Agreement. In any event,
Lenovo uses information about errors and problems to improve its products and services, and assist with
its provision of related support offerings. For these purposes, Lenovo may use Lenovo entities and

subcontractors (including in one or more countries other than the one in which Licensee is located), and
Licensee authorizes Lenovo to do so.

Licensee remains responsible for 1) any data and the content of any database Licensee makes available
to Lenovo, 2) the selection and implementation of procedures and controls regarding access, security,
encryption, use, and transmission of data (including any personally-identifiable data), and 3) backup and
recovery of any database and any stored data. Licensee will not send or provide Lenovo access to any
personally-identifiable information, whether in data or any other form, and will be responsible for
reasonable costs and other amounts that Lenovo may incur relating to any such information mistakenly
provided to Lenovo or the loss or disclosure of such information by Lenovo, including those arising out of
any third party claims.

10. Limitation of Liability

The limitations and exclusions in this Section 10 (Limitation of Liability) apply to the full extent they are not
prohibited by applicable law without the possibility of contractual waiver.

10.1 Items for Which Lenovo May Be Liable

Circumstances may arise where, because of a default on Lenovo’s part or other liability, Licensee is
entitled to recover damages from Lenovo. Regardless of the basis on which Licensee is entitled to claim
damages from Lenovo (including fundamental breach, negligence, misrepresentation, or other contract or
tort claim), Lenovo’s entire liability for all claims in the aggregate arising from or related to each Program
or otherwise arising under this Agreement will not exceed the amount of any 1) damages for bodily injury
(including death) and damage to real property and tangible personal property and 2) other actual direct
damages up to the charges (if the Program is subject to fixed term charges, up to twelve months‘
charges) Licensee paid for the Program that is the subject of the claim.

This limit also applies to any of Lenovo’s Program developers and suppliers. It is the maximum for which
Lenovo and its Program developers and suppliers are collectively responsible.

10.2 Items for Which Lenovo Is Not Liable

UNDER NO CIRCUMSTANCES IS LENOVO, ITS PROGRAM DEVELOPERS OR SUPPLIERS LIABLE
FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:

a. LOSS OF, OR DAMAGE TO, DATA;

b. SPECIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC

CONSEQUENTIAL DAMAGES; OR

c. LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.

10.3 Suppliers and Program Developers

The collective liabilities of Lenovo and its suppliers and Program developers are subject to the limitations
of liability described in this Agreement. Such parties disclaim all liability for consequential or other indirect
damages. Such parties are an intended beneficiary of these limitations and disclaimers and the limitations
of liability for Lenovo and its suppliers and Program developers are not cumulative.

11. Compliance Verification

For purposes of this Section 11 (Compliance Verification), "IPLA Program Terms" means this Agreement
and applicable amendments and transaction documents and policies provided by Lenovo, including but
not limited to any policies concerning backup, sub-capacity pricing, and migration.

The rights and obligations set forth in this Section 11 remain in effect during the period the Program is
licensed to Licensee, and for two years thereafter.

11.1 Verification Process

Licensee agrees to create, retain (for a period of three years following the quarterly period to which the
records relate), and provide to Lenovo and its auditors accurate written records, system tool outputs, and
other system information sufficient to provide auditable verification that Licensee’s use of all Programs is
in compliance with the IPLA Program Terms, including, without limitation, all of Lenovo’s applicable
licensing and pricing qualification terms. Licensee is responsible for 1) ensuring that it does not exceed
its Authorized Use, and 2) remaining in compliance with IPLA Program Terms.

Upon reasonable notice, Lenovo may verify Licensee’s compliance with IPLA Program Terms at all sites
and for all environments in which Licensee uses (for any purpose) Programs subject to IPLA Program

Terms. Such verification will be conducted in a manner that reasonably minimizes disruption to
Licensee’s business, and may be conducted on Licensee’s premises, during normal business hours.
Lenovo may use an independent auditor to assist with such verification, provided Lenovo has a written
confidentiality agreement in place with such auditor.

11.2 Resolution

Lenovo will notify Licensee in writing if any such verification indicates that Licensee has used any
Program in excess of its Authorized Use or is otherwise not in compliance with the IPLA Program Terms.
Licensee agrees to promptly pay directly to Lenovo the charges that Lenovo specifies in an invoice for 1)
any such excess use, 2) support for such excess use for the lesser of the duration of such excess use or
two years, and 3) any additional charges and other liabilities determined as a result of such verification.

12. Third Party Notices

The Program may include third party code that Lenovo, not the third party, licenses to Licensee under this
Agreement. Notices, if any, for the third party code ("Third Party Notices") are included for Licensee’s
information only. These notices can be found in the Program’s NOTICES file(s). Information on how to
obtain source code for certain third party code can be found in the Third Party Notices. If in the Third
Party Notices Lenovo identifies third party code as “Modifiable Third Party Code,” Lenovo authorizes
Licensee to 1) modify the Modifiable Third Party Code and 2) reverse engineer the Program modules that
directly interface with the Modifiable Third Party Code provided that it is only for the purpose of debugging
Licensee's modifications to such third party code. Lenovo's service and support obligations, if any, apply
only to the unmodified Program.

13. General

a. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited

by contract.

b. For Programs Lenovo provides to Licensee in tangible form, Lenovo fulfills its shipping and delivery

obligations upon the delivery of such Programs to the Lenovo-designated carrier, unless otherwise
agreed to in writing by Licensee and Lenovo.

c. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of

this Agreement remain in full force and effect.

d. Licensee agrees to comply with all applicable export and import laws and regulations, including U.S.

embargo and sanctions regulations and prohibitions on export for certain end uses or to certain
users.

e. Licensee authorizes Lenovo PC HK Limited and its affiliates (and their successors and assigns,

contractors and Lenovo Business Partners) to store and use Licensee’s business contact
information wherever they do business, in connection with Lenovo products and services, or in
furtherance of Lenovo’s business relationship with Licensee.

f. Each party will allow the other reasonable opportunity to comply before it claims that the other has

not met its obligations under this Agreement. The parties will attempt in good faith to resolve all
disputes, disagreements, or claims between the parties relating to this Agreement.

g. Unless otherwise required by applicable law without the possibility of contractual waiver or

limitation: 1) neither party will bring a legal action, regardless of form, for any claim arising out of or
related to this Agreement more than two years after the cause of action arose; and 2) upon the
expiration of such time limit, any such claim and all respective rights related to the claim lapse.

h. Neither Licensee nor Lenovo is responsible for failure to fulfill any obligations due to causes beyond

its control.

i. No right or cause of action for any third party is created by this Agreement, except as permitted

under Subsection 10.3 (Suppliers and Program Developers) for purposes of giving Lenovo’s
suppliers and Program developers the benefit of the limitation on liability, nor is Lenovo responsible
for any third party claims against Licensee, except as permitted in Subsection 10.1 (Items for Which
Lenovo May Be Liable) above for bodily injury (including death) or damage to real or tangible
personal property for which Lenovo is legally liable to that third party.

j. In entering into this Agreement, neither party is relying on any representation not specified in this

Agreement, including but not limited to any representation concerning: 1) the performance or
function of the Program, other than as expressly warranted in Section 8 (Warranty and Exclusions)

above; 2) the experiences or recommendations of other parties; or 3) any results or savings that
Licensee may achieve.

k. Lenovo has signed agreements with certain organizations (called "Lenovo Business Partners") to

promote, market, and support certain Programs. Lenovo Business Partners remain independent
and separate from Lenovo. Lenovo is not responsible for the actions or statements of Lenovo
Business Partners or obligations they have to Licensee.

l. The license and intellectual property indemnification terms of Licensee’s other agreements with

Lenovo (such as the Lenovo Customer Agreement) do not apply to Program licenses granted under
this Agreement.

14. Geographic Scope and Governing Law

14.1 Governing Law

Both parties agree to the application of the laws of the country in which Licensee obtained the Program
license to govern, interpret, and enforce all of Licensee’s and Lenovo’s 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 United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Jurisdiction

All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the
Program license.