Netwrix Corporation End User License Agreement

Updated June 1, 2024

PLEASE READ THIS AGREEMENT CAREFULLY. YOU MUST REVIEW AND EITHER ACCEPT OR REJECT THE TERMS OF THIS EULA BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. BY CLICKING THE “I ACCEPT” BUTTON, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS EULA, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND THE ENTITY ON WHOSE BEHALF THE SOFTWARE IS USED (FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER). IF LICENSEE DOWNLOADS THE SOFTWARE AS AN UPGRADE TO AN EXISTING SOFTWARE PRODUCT FROM NETWRIX, LICENSEE AGREES THAT THE TERMS OF THIS AGREEMENT WILL APPLY TO SUCH SOFTWARE PRODUCT, AS UPGRADED AND THAT THESE SHALL BE THE ONLY TERMS AND CONDITIONS APPLICABLE TO SUCH UPGRADED SOFTWARE. NETWRIX MAY UPDATE THE TERMS OF THIS AGREEMENT AT ANY TIME IN ITS SOLE DISCRETION. NETWRIX WILL NOTIFY LICENSEE OF ANY SUCH UPDATES AND LICENSEE’S CONTINUED USE OF THE SOFTWARE AFTER SUCH NOTICE WILL CONSTITUTE LICENSEE’S AGREEMENT TO THE UPDATED TERMS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK THE “I ACCEPT” BUTTON, DOWNLOAD, INSTALL OR USE THE SOFTWARE.

This end user license agreement (the "Agreement") is made by and between Netwrix Corporation, ("Netwrix"), a Delaware corporation, and the entity on whose behalf the Software is used ("Licensee”) (each a “Party” and together the “Parties”). This Agreement, together with any documents incorporated herein by reference, sets forth all terms and conditions applicable to use of the Software by Licensee.

DEFINITIONS. All capitalized terms used herein shall have the definitions attributed to them in this section or elsewhere in this Agreement.

• “Affiliate” means an entity controlled by, under common control with, or controlling a Party, with “control” meaning an ownership interest greater than fifty percent.
• “Software” means the Netwrix proprietary licensed computer software program(s) downloaded and/or installed, pursuant to this Agreement, and the Documentation. The term Software includes Trial Software, Subscription Software, and Perpetual Software.
• “Beta Software” means a version of Software prior to a generally available commercial release which Netwrix makes available to Licensee for purposes of Netwrix’s development and testing in advance of a generally available commercial release.
• “Trial Software” means Software downloaded for temporary evaluation purposes. The term “Trial Software” includes Beta Software.
• “Subscription Software” means Software licensed with time limits, other than Trial Software, pursuant to an Order.
• “Perpetual Software” means Software licensed with no time limits pursuant to an Order.
• “Documentation” means the technical documentation provided with the Software or otherwise made available to Licensee by Netwrix at helpcenter.netwrix.com, excluding links to any information or data at a different URL.
• “Services” means the Netwrix proprietary services provided remotely in relation to the Software pursuant to an Order. The term “Services” includes Maintenance Services, JumpStart Services, and Professional Services.
• “Maintenance Services” means any remote maintenance and support services provided to Licensee pursuant to an Order including evaluation support and standard support.
• “JumpStart Services” means remote implementation assistance services provided to Licensee pursuant to an Order.
• “Professional Services” means any remote services, other than Maintenance Services and JumpStart Services, provided to Licensee pursuant to an Order including, without limitation, deployment, customizations, integrations, and taxonomy development.
• “Quote” means any quote issued by Netwrix for Software or Services.
• “Order” means any order for Software or Services, including a signed Quote or other document in accordance with a Quote, or as otherwise indicated in this Agreement.

SECTION 1. SOFTWARE.

1.1 Software.

1.2 Restrictions. Licensee may not: (a) modify the Software or any portion thereof in any manner; (b) reverse engineer, decompile, disassemble, modify, adapt, rent, lease, loan or create derivative works based upon the Software or any part thereof; (c) use the Software as a managed service provider, application service provider, software as a service basis, or in any commercial time share arrangement, or in any other activity intended to directly produce revenue without the prior written consent of Netwrix; (d) resell the Software licensed hereunder or use the Software to provide consulting or training services to third parties; (e) assign the Software to a third party for use in managing Licensee's environment without the prior written consent of Netwrix; or (f) install, use, or run the Software in any third party facility, or to enable others to do so (provided that, Licensee may install, use, or run the Software in a third party data center on servers (physical or virtual) that it owns, leases, or otherwise controls). Licensee represents and warrants to Netwrix that Licensee shall not, and shall not permit any other person to: (x) use the Software for purposes of (i) benchmarking or competitive analysis of the Software, (ii) developing, using or providing a competing software product or service, or (iii) any other purpose that is to Netwrix’s detriment or commercial disadvantage; (y) copy the Software in whole or in part; and (z) use the Software in violation of any law, regulation or rule.

1.3 U.S. Government Users. The Software is a “commercial item”, as that term is defined at 48 C.F.R. 2.101), consisting of “commercial computer software” and “commercial computer software documentation”, as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (or an equivalent provision, e.g., in supplements of various U.S. government agencies, as applicable), all U.S. Government users acquire the Software with only those rights set forth herein. The manufacturer is Netwrix Corporation, 6160 Warren Parkway, Suite 100, Frisco, TX 75034.

1.4 Export Law Assurances. Licensee shall not export or re-export, or allow the export or re-export of the Software or any copy, portion or direct product of the foregoing, in violation of any export laws, restrictions, national security controls or regulations of the United States or other applicable foreign agency or authority.

1.5 Locking Mechanism. Trial Software and Subscription Software include a locking mechanism that automatically will prevent Licensee's use of such Software following the expiration of the applicable license term. Licensee may not disrupt, disable or interfere with the locking mechanism, and may not use such Software following the expiration of the applicable license term unless Licensee purchases a license, in the event of Trial Software, or a renewal license, in the event of Subscription Software, from Netwrix.

1.6 Reservation of Rights. Netwrix reserves all rights, implied or otherwise, which are not expressly granted to Licensee hereunder. The Software is licensed only, not sold, and Netwrix retains all ownership of and all rights, title and interest in and to the Software including, without limitation, all intellectual property rights, excluding only any third-party components incorporated therein.

1.7 Third Party Components. The Software is distributed with certain third-party components licensed to Netwrix pursuant to open source licenses (“Third-Party Licenses”), which require Netwrix to include certain provisions in any distribution thereof. Such Third-Party Licenses are available at https://www.netwrix.com/eula_third_party.html. The Third-Party Licenses only apply to the third-party component with which they’re associated and do not apply to the proprietary portions of the Software owned by Netwrix.

1.8 Usage Verification. Where applicable, Licensee acknowledges that the Software includes a phone home capability that will periodically connect to the Internet and transmit license usage data to Netwrix for purposes of verifying Licensee’s compliance with this Agreement. The information collected by Netwrix may include the license key, the application(s) being audited with the Software, and the number of users/objects being audited with the Software (the “Phone Home Data”). If the Software does not include a phone home capability or Licensee disables the phone home capability, then Licensee shall, upon Netwrix’s request (which request may not be more frequently than annually), certify Licensee's usage of the Software and permit Netwrix to review Licensee's use of the Software for compliance with this Agreement. Any reviews shall be scheduled at least five (5) business days in advance, shall be conducted during normal business hours at Licensee's facilities, and shall not unreasonably interfere with Licensee's business activities. If Licensee's use of the Software is found to be greater than authorized by the applicable Order(s) (an “Overage”), such Overage will be deemed an Order for all licenses used in excess of the authorized quantity and Licensee will be invoiced for and agrees to pay for such additional licenses at the same per unit cost as the contracted quantity for the full Subscription Term or Maintenance Services Term, as applicable, in accordance with the terms of the Agreement.

1.9 Customer Experience Program. This Section 1.9 applies when the Software includes a customer experience program. Where applicable, Licensee agrees that, unless it opts-out during installation of the Software or changes its preferences in the Software settings after installation of the Software, in addition to any Phone Home Data collected by Netwrix as contemplated above, the Software will transmit user activity data and logs to Netwrix detailing statistical information about Licensee’s use of the Software and its functions, and aggregate usage data for the purposes of generating statistical metrics and analytics regarding use of the Software (collectively, “Usage Data”). Netwrix may use Usage Data to better understand the features and functionality Licensee’s users find useful for purposes of improving its products and services, and for its other internal business purposes. Netwrix will use such Usage Data as contemplated under this Agreement and otherwise in accordance with applicable law. If Licensee does not agree to such collection and use of Usage Data, Licensee can opt-out of the Netwrix Customer Experience Program during installation of the Software or by changing Licensee’s preferences in the Software settings after installation of the Software.

SECTION 2. SERVICES.

2.1 Maintenance Services.

2.2. Onboarding Services.

This Section 2.2 will only apply to the extent Onboarding Services are included in an Order.

2.3 JumpStart Services.

This Section 2.3 will only apply to the extent JumpStart Services are included in an Order.

2.4 Professional Services.

This Section 2.4 will only apply to the extent Professional Services are included in an Order.

2.5 Other Services. For the avoidance of doubt, the Parties will enter into a separate agreement for any services other than Maintenance Services, JumpStart Services, and Professional Services.

2.6 Intellectual Property. Licensee acknowledges that all right, title and interest in any intellectual property rights created as a part of the Maintenance Services, JumpStart Services, and Professional Services, including without limitation any Deliverables, shall be owned by Netwrix. Notwithstanding the foregoing, Licensee retains any right, title, and interest in any Licensee confidential information shared with Netwrix as part of the Maintenance Services, JumpStart Services, or Professional Services, as applicable.

SECTION 3. CONFIDENTIALITY AND PRIVACY.

3.1 Confidentiality. "Confidential Information" means information not generally available to the public disclosed by a Party (“Disclosing Party”) as a result of this Agreement, to which the other Party (“Receiving Party”) gains access to or knowledge of. Netwrix’s Confidential Information includes the Software (in source code and/or object code form) and test results regarding the functionality and performance of the Software (whether such tests are conducted by or on behalf of Netwrix or Licensee), trade secrets, know-how and any proprietary tools, proprietary knowledge or proprietary methodologies of Netwrix and/or its Affiliates. Licensee’s Confidential Information includes information marked “confidential” when disclosed by Licensee to Netwrix or other information disclosed by Licensee which a reasonable person would understand to be confidential under the circumstances of disclosure. The Receiving Party shall hold Confidential Information of the Disclosing Party in trust and confidence, and shall use commercially reasonable efforts to avoid use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement or as reasonably required for performance of its obligations under this Agreement. The obligations of either party under this Agreement will not apply to information that the Receiving Party can demonstrate, at the time of disclosure or when made available by Disclosing Party, (i) was already in its possession without restriction as to confidentiality, (ii) was already available to the public or after disclosure becomes available to the public through no breach of agreement by Receiving Party, or (iii) has been received from a third party without restriction on disclosure and without known breach of agreement. If Receiving Party is required to disclose Confidential Information of the Disclosing Party by law, regulation or order of a court of competent jurisdiction or other governmental authority, then the Receiving Party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the Disclosing Party, at the Disclosing Party’s cost and expense, in any effort made by the Disclosing Party to seek a protective order or other appropriate protection of its Confidential Information. In the event that such order or protection is not obtained, the Receiving Party may furnish only that portion of the Confidential Information which, on the written advice of the Receiving Party’s counsel, is legally required to be disclosed and, upon the Disclosing Party’s request, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

3.2 Advertising. Licensee agrees that, with Licensee’s prior written consent, Netwrix can publicly advertise that Licensee is a paying customer of Netwrix and the Software which Licensee is using. Advertising may include, without limitation, use of Licensee's name, logo, number of employees and other non-confidential information related to Licensee's use of Netwrix's products in connection with advertising via Internet, magazines, newspapers, TV, case studies, success stories, press releases, marketing materials, exhibits and other electronic and physical media.

3.3 Suggestions. To the extent Licensee provides or otherwise communicates any suggestions, enhancement requests, recommendations or otherwise provides feedback on the Software or Services (collectively, “Comments”), Licensee hereby grants Netwrix a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual, unrestricted license to use and/or incorporate the Comments and all underlying ideas contained in the Comments into the Software or Services (or other product or service offerings) and create any derivative works thereof.

3.4 Privacy. To the extent any personal information is collected by Netwrix in connection with this Agreement, Netwrix will only use such personal information in accordance with its Privacy Policy, available at www.netwrix.com/privacy.html or in accordance with a mutually agreed data processing agreement, which shall take precedence over the Privacy Policy.

SECTION 4. WARRANTIES.

4.1 "AS-IS" Warranty for Trial Software. LICENSEE AND NETWRIX AGREE THAT THE TRIAL SOFTWARE IS PROVIDED "AS IS" AND UNSUPPORTED, AND THAT NETWRIX MAKES NO WARRANTY AS TO THE TRIAL SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

4.2 Limited Software Warranty for Subscription Software and Perpetual Software. Netwrix warrants that for a period of thirty (30) days from the date Netwrix issues Licensee’s license keys for the Software: (i) the media provided by Netwrix, if any, on which the Software (excluding Trial Software) is recorded will be free from material defects in materials and workmanship under normal use, and (ii) the Software (excluding Trial Software), as provided by Netwrix, will substantially conform to the specifications in the Documentation applicable to such Software (collectively, the “Software Warranties”). Licensee must report in writing any breach of the Software Warranties to Netwrix during the warranty period, and Licensee's exclusive remedy, and Netwrix's sole obligation, for any such breach of warranty shall be for Netwrix to either replace defective media and to correct or provide a workaround for reproducible errors that cause a breach of the Software Warranties within a reasonable time considering the severity of the error and its effect on Licensee or, at Netwrix's option, refund the license fees paid for the nonconforming Software upon return of such Software to Netwrix and termination of the related license hereunder. The Software Warranties will not apply to the extent arising from: (a) modification of the Software; (b) use of the Software other than in accordance with the Documentation or in violation of this Agreement; (c) the combination of the Software with other elements not supplied by Netwrix; or (d) Licensee’s failure to apply an update made available by Netwrix as part of Maintenance Services or otherwise recommended by Netwrix, which would have resolved the breach of Software Warranties.

4.3 Limited Services Warranty for JumpStart Services and Professional Services. Netwrix warrants that it will perform the JumpStart Services and Professional Services: (i) in a professional, diligent, and technically correct manner; and (ii) in substantial conformance with the applicable services scope for JumpStart Services, set forth in this Agreement, or for Professional Services, set forth in the SOW (collectively, the “Services Warranties”). Licensee must report in writing any breach of the Services Warranties to Netwrix within thirty (30) days following the performance of nonconforming JumpStart Services or within ninety (90) days following the performance of nonconforming Professional Services, as applicable, and Licensee’s exclusive remedy, and Netwrix’s sole obligation, for any breach of the Services Warranties, shall be for Netwrix to re-perform the nonconforming portion of the JumpStart Services or Professional Services, as applicable, or, at Netwrix’s option, refund the fees paid for the nonconforming portion of the JumpStart Services or Professional Services, as applicable. Notwithstanding the foregoing, Netwrix shall have no obligation for breach of the Services Warranties to the extent arising out of Licensee’s modification of Deliverables or use of Deliverables in violation of this Agreement or the SOW.

4.4 Disclaimer of Other Warranties. THE LIMITED WARRANTIES AS DESCRIBED IN THIS SECTION 4 ARE THE ONLY WARRANTIES PROVIDED TO LICENSEE. NETWRIX AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE, ANY ACCOMPANYING WRITTEN MATERIALS, AND ANY SERVICES.

SECTION 5. REMEDIES.

5.1 Limitation of Remedies and Damages. IN NO EVENT WILL NETWRIX, ITS LICENSORS, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE TO LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND DATA AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF NETWRIX OR A NETWRIX REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NETWRIX'S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO NO GREATER THAN THE FEES PAID BY LICENSEE TO NETWRIX DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR THE SOFTWARE OR ANY SERVICES (EXCLUDING APPLICABLE TAXES AND PAYMENT FEES) THAT CAUSED THE DAMAGES. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN NETWRIX'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. LICENSEE AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY (EXCEPT WHERE PROHIBITED BY STATUTE OR LAW), ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE OR ANY SERVICES BROUGHT BY LICENSEE MUST BE FILED WITHIN NO LATER THAN SIX (6) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM WILL BE FOREVER BARRED.

5.2 Indemnification. Licensee agrees to indemnify and hold harmless Netwrix, its licensors and their respective officers, directors, affiliates, employees, principals, shareholders and agents from and against any and all claims, causes of action, demands, losses, damages, costs and expenses of any type (including attorney’s fees) arising out of or in connection with any breach of this Agreement by Licensee, or any wrongful or negligent act or omission by Licensee or its officers, employees or agents.

5.3 Injunctive Relief. Licensee hereby expressly agrees that a remedy at law for any breach or attempted breach of the provisions of this Agreement may be inadequate and Netwrix, in addition to any other rights or remedies, shall be entitled to seek injunctive and other equitable relief in the event of any such breach or attempted breach without having to: (i) post bond or other security to prevent a breach or continuing breach of this Agreement, or (ii) prove actual damages.

5.4 WAIVER OF JURY TRIAL. LICENSEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE SOFTWARE, THE SERVICES OR THIS AGREEMENT.

SECTION 6. GENERAL.

6.1 Partners. An Order may be submitted by Licensee or an authorized reseller or distributor of Netwrix (each a “Partner”). When an Order is submitted by a Partner, Licensee will have a separate agreement with the Partner regarding Licensee’s payment obligations to the Partner and the Partner will have a separate agreement with Netwrix regarding the Partner’s payment obligations to Netwrix.

6.2 Payment. Licensee or, when applicable, a Partner will pay Netwrix for the Software and Services in accordance with the applicable Order. Any late payments will accrue an administrative fee of one and one-half percent (1.5%) of the outstanding balance per month or the maximum rate permitted by law. In the event Netwrix engages a collection agency to collect any late payment, a collection fee of thirty percent (30%) of the outstanding balance plus any accrued administrative fees will be added.

6.3 Termination. This Agreement, an Order, or a SOW may be terminated: (a) by mutual agreement of Netwrix and Licensee; (b) by Licensee, upon thirty (30) days prior written notice to Netwrix; or (c) by Netwrix, if Licensee breaches this Agreement and fails to cure such breach to Netwrix's reasonable satisfaction within thirty (30) days following receipt of Netwrix's notice thereof. Upon any termination of this Agreement, Licensee shall immediately cease all use of the applicable Software, destroy all copies of the Software in Licensee’s possession and control, and certify in writing to Netwrix within thirty (30) days after termination that Licensee has destroyed such Software and all copies thereof. Termination of this Agreement shall not limit Netwrix from pursuing any remedies available to it, including injunctive relief, or relieve Licensee of its obligation to pay all fees that are identified in a Quote which Licensee has committed to with an Order or that have otherwise accrued or have become payable by Licensee under this Agreement, any Order, or any SOW.

6.4 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall survive any termination/expiration of the Agreement and remain in effect following such termination/expiration.

6.5 Assignment. Licensee may not assign or transfer its rights or obligations under this Agreement without prior written consent by Netwrix (which consent shall not be unreasonably withheld) and any purported assignment or transfer without Netwrix's written consent shall be null and void.

6.6 Interpretation. This Agreement is governed by the laws of the State of Delaware without regard to its conflicts of laws and Licensee irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by it will be brought and determined in the federal courts for the District of Delaware, or if there is no federal jurisdiction, by the state courts of Delaware, and Licensee hereby irrevocably agrees to submit to the exclusive jurisdiction of the aforesaid courts with regard to any such action or proceeding arising out of or relating to this Agreement or the Software. Notwithstanding the foregoing, if Licensee has a shipping address within the United Kingdom, the Republic of Ireland or another address within the European Union, this Agreement will be governed by and construed in accordance with the laws of England and Wales, without reference to the principles of conflicts of law, and the courts of England and Wales shall have exclusive jurisdiction to determine any dispute, legal action or proceeding arising out of or relating to this Agreement, including its subject matter and/or interpretation. The U.N. Convention of Contracts for the Sale of International Goods will not apply. Performance of any obligation required by a Party hereunder may be waived only by a written waiver signed by the other Party, which waiver shall be effective only with respect to the specific obligation described therein. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. Netwrix will not be liable for any delay or failure of performance, and no delay or failure of performance will constitute a default or give rise to any liability for damages if such delay or failure is caused by causes beyond Netwrix's control, including, without limitation, acts of God, war, terrorism, and civil disturbance.

6.7 Entire Agreement. This Agreement, including any Order and SOW hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties, whether written or oral, relating to the same subject matter. Any contrary or supplemental terms or conditions on any purchase order or other document issued by Licensee is for administrative convenience only and shall not be binding upon Netwrix, even if signed by Netwrix. Performance will not constitute acceptance by Netwrix of contrary or supplemental terms or conditions. Any amendment to this Agreement shall be binding upon the Parties only if such amendment references this Agreement and is executed by both Parties.

Exhibit A

Professional Services Addendum

The following Professional Services Addendum (“Addendum”) to the Netwrix Corporation End User License Agreement (“Agreement”) is only applicable to purchases of Jumpstart Services or Professional Services from Netwrix, as such terms are defined in the Agreement (each referred to herein as a “Project”).

1) Definitions. Capitalized terms used in this Addendum and not otherwise defined herein shall have the meaning given to such terms in the Agreement.

2) Process.

3) Completion of Project Deliverables.

This Section 3 applies only to Fixed Price Projects. Following the completion and delivery of the Project Deliverable(s), Netwrix will notify Customer in writing that the Project Deliverable(s) have been performed or created and delivered. Within ten (10) calendar days of the delivery of the Project Deliverable(s) to Customer (the “Completion Acknowledgement Period”), if Customer determines that the Project Deliverable(s) have not been completed in substantial conformance with their descriptions in the Project Document, it will so notify Netwrix in writing and describe each non-conformance (“Notice of Non-Conformance”). Upon Netwrix’s receipt of a Notice of Non-Conformance, Netwrix will re-perform or re-create the non-conforming Project Deliverables and a new Completion Acknowledgment Period will begin upon delivery of the revised Project Deliverables. If Customer does not provide a Notice of Non-Conformance by the end of the Completion Acknowledgement Period, the Project Deliverables will be deemed completed. Nothing in this Section 2(e) will affect Customer’s rights under Section 4.3 of the Agreement.

4) Estimated Time.

This Section 4 applies only to T&M Projects. An Order for a T&M Project will contain the Time that Netwrix has estimated in good faith to be required to perform the Activities described in the Project Document for the T&M Project (“Estimated Time”). Netwrix shall use commercially reasonable efforts to complete the Activities within the Estimated Time; however, Netwrix does not represent or warrant that it can or shall do so. Netwrix shall promptly notify Customer if it determines that more Time shall be required to complete the planned Activities and shall not perform Activities beyond the Time without an executed modification to the relevant Order or Project Document (which modification may be approved by Customer via email or otherwise). Following Customer’s email or other approval, Netwrix may reallocate the Time stated in the relevant Order or Project Document among the various resources stated in the fees table of the Project Document, provided such reallocation does not exceed the Estimated Time set forth therein. Activities shall use Prepaid Time, if any, before non-Prepaid Time.

5) Fees and Expenses.

6) Non-Restrictive Relationship

Notwithstanding anything to the contrary, Netwrix may provide the same or similar services to other customers and Customer may utilize other information technology service providers that are competitive with Netwrix.

7) Effect of Addendum

Nothing in this Addendum is intended to modify, alter, reduce or change the rights or obligations of the parties to the Agreement, except as expressly stated in this Addendum. In the event there is any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum shall control solely as to the subject matter of this Addendum. Unless specifically modified or amended by the terms of this Addendum, all the terms, conditions, liabilities and obligations of the Agreement shall be and remain applicable, in effect, valid, and enforceable between the Parties and applicable to this Addendum, all in accordance with the terms of the Agreement. This Addendum, the Agreement, and any Order or Project Document (as applicable) express the entire agreement with respect to the subject matter hereof.