ROCKET END USER LICENSE AGREEMENT

IMPORTANT - THIS IS A LEGAL AGREEMENT BETWEEN YOU, ON BEHALF OF YOUR
ORGANIZATION ("LICENSEE" OR "CUSTOMER") AND ROCKET SOFTWARE, INC. OR
ITS SUBSIDIARY ("ROCKET") THAT CREATES FULLY ENFORCEABLE OBLIGATIONS
SUBJECT TO THESE TERMS. BY CLICKING AN "I ACCEPT" BUTTON OR DOWNLOADING
THE SOFTWARE, YOU AGREE TO THIS END USER LICENSE AGREEMENT ("EULA" or
"Agreement") AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS EULA
ON BEHALF OF YOUR ORGANIZATION. This EULA governs the Rocket proprietary
software ("Software") that Rocket, or a Rocket authorized distributor
("Distributor"), provides with the EULA, and related Rocket user manuals
and training materials ("Documentation"), including all revisions and
updates that replace or supplement the Software or Documentation. These terms
govern your use of the Software and Documentation except to the extent that it
is subject to conflicting terms in a written license agreement Licensee has
executed with Rocket or its Distributor.

1. LICENSE/USE
a. Rocket grants to the Customer to whom the Software is first delivered a
non-exclusive, non-transferable right to use ("License") the Software and
Documentation for which Customer has paid the required License fees, solely for
Customer's internal business operations, within the country to which the
Software is first provided ("Territory"), according to the Documentation
and the EULA. Software is Licensed, not sold, for the time period, number and
type of users, transactions, copies, seats, sessions, ports, IP addresses,
central processing unit cycles, instructions per second or other quantity or
measure specified in an order document and license key with Rocket or
Distributor ("Measured License"). Customer may make one copy of the
Software for non-production backup purposes. If you are not the original
Customer to which Rocket or Distributor delivered the Software, or do not have
an executed order document with Rocket or Distributor for the Software, you may
not use the Software or Documentation. Your actual use will not decrease (but
may increase) the scope of the License granted and the Software fees you owe.
b. You will not: (i) rent, lease, or sublicense the Software, or use the
Software as a service bureau or for hosting as an application service provider;
(ii) permit any third party to access or use the Software or Documentation;
(iii) transfer or use the Software or Documentation outside the Territory; (iv)
use the Software except as specified in the Documentation; (v) translate, modify
or make derivative works of the Software or Documentation; (vi) reverse
engineer, decompile or disassemble the Software, except to the extent this
restriction is superseded by local law, after you have disclosed your intended
activity in writing to Rocket; (vii) use the Software in excess of the Measured
License that Customer purchased; (viii) use the Software in production if
provided under a testing, evaluation, development or other non-production
License; (ix) alter the Software's copyright or other intellectual property
rights notices; or (x) infringe or misappropriate Rocket's or its
licensors' Intellectual Property.
c. Rocket may provide the Software for evaluation, demonstration or other
limited time use ("Restricted Use"). The terms of this EULA apply to any
Software for Restricted Use. In addition, evaluation is limited to 10 calendar
days from the first day Customer has access to the Software ("Restricted Use
Period"). Rocket may, at its option, extend the Restricted Use Period. Prior
to the end of the Restricted Use Period, Customer must purchase a License for
continued use or the Restricted Use Period terminates and Customer must cease
using the Software. A Restricted Use License is not for production use.

2. VERIFICATION AND AUDIT.
a. Upon Rocket's request, but not more frequently than annually for the same
Software without reasonable cause, Customer shall furnish Rocket with a signed
statement (the "Verification Statement") verifying that the Software is
being used pursuant to the provisions of this Agreement.  Customer agrees to
provide the Verification Statement within fifteen (15) days of Rocket's
written request. Customer's Verification Statement shall include all relevant
details of Customer's installation and/or usage of the Software including but
not limited to (i) the location, model, and serial number of any and all
equipment on which the Software is currently or previously installed and/or
used, (ii) the total number of users, and where applicable the total number of
concurrent users, who had access to the Software in the prior year—inclusive
of the name of, geographical location of, and period of available access for
each user, and (iii) for any Software that is subject to capacity, sub-capacity,
or session restrictions, the peak and average usage of MIPS/ MSUs/CPCs
(sometimes referred to as "CPUs")/ sessions or other applicable licensing
metric in the prior year, as appropriate to the Software in scope of the review.
Should Rocket have questions about the information provided in, or missing from,
the Verification Statement, Customer agrees to cooperate with Rocket, including
by providing additional information to Rocket, to complete Rocket's full
understanding of the Software installation and/or use.  For Software licensed
for mainframe systems, Customer shall provide copies of the Sub Capacity
Reporting Tool ("SCRT"), Resource Management Facility ("RMF")
Partition Data Report, and/or other such system reports as Rocket requests
covering the previous year of mainframe usage.  For Software licensed by
sessions, if requested by Rocket Customer shall provide copies of applicable log
files.
b. In addition to or in place of the Verification Statement, at Rocket's
option, Rocket may audit Customer's installation and/or use of the Software
upon ten (10) days written notice but not more frequently than annually for the
same Software without reasonable cause (the "Audit").  Audit procedures
shall be determined by Rocket based on the Software in scope of such a review.
Audits may be conducted remotely with Customer's cooperation, on site at
Customer's office(s), or a combination of both.  Customer shall provide
reasonable and timely access to the historical records, computer systems, and
Customer employees needed to assess Customer's compliance with this
Agreement.  Unless agreed otherwise between Rocket and Customer, Audit
procedures shall be conducted during normal business hours and in a manner to
not unduly disrupt Customer's business.  At Rocket's option, Rocket or a
third-party auditing firm operating under a non-disclosure agreement with both
Rocket and the Customer, may conduct the Audit.  Rocket shall bear its costs to
conduct an Audit, inclusive of fees payable to a third-party, provided, however,
that Customer shall reimburse Rocket for all expenses related to the Audit
should the Audit reveal underpayment of licenses and/or Maintenance fees in
excess of five percent (5%) of the total fees previously paid to Rocket over the
course of this Agreement.
c. Should the Verification Statement or Audit reveal an underpayment and/or
non-payment of fees by Customer to Rocket, Customer shall pay the following fees
to Rocket within fifteen (15) days of written notification from Rocket (the
"Resolution Date"): (i) new license fees for the difference between the
Customer's licensed deployment and the Customer's actual deployment, which
shall be calculated based on Rocket's then-current list price (with no
discounts applied) for the Licensed Product(s) (the "New License Fees"),
(ii) incremental Maintenance fees calculated at twenty percent (20%), or as
otherwise stated in the applicable Product Schedule, of the New License Fees for
the period from the first date of installation of the license(s) in question
through one year subsequent to the Resolution Date (the "Incremental
Maintenance Fees"), (iii) interest on both the New License Fees and
Incremental Maintenance Fees at the rate of one and one half percent (1.5%) per
month for the period since first installation of the Licensed Product(s) in
question through the Resolution Date, and (iv) any applicable tax(es) on the
foregoing fees.

3. TERMINATION
a. Customer's License will terminate (i) immediately without notice if
Customer infringes or misappropriates Rocket's intellectual property in the
Software or Documentation or fails to comply with this Agreement; or (ii) as
specified in the Warranty terms.
b. Customer may terminate this Agreement upon thirty (30) days' notice to
Rocket. Upon termination, any rights Customer had to use the Software will
terminate.
c. Upon termination Customer will immediately return or destroy the Software
and, upon Rocket's request, provide written certification of destruction.

4. LIMITED WARRANTY
a. Rocket warrants that the Software will perform substantially according to
Rocket's current published technical specifications, when used according to
the Documentation, for 90 days from the date Rocket delivers the Software to
Customer or your Distributor ("Warranty"). Customer or Distributor must
provide a written claim to Rocket within the Warranty period. Rocket will repair
or replace Software not conforming to the Warranty, or, at its option, refund
the part of the fees paid to Rocket (if any) for the Software, and the Software
License terminates. Replacement Software is warranted for the remainder of the
original Warranty period. THIS WARRANTY IS ROCKET'S SOLE LIABILITY AND
CUSTOMER'S EXCLUSIVE REMEDY FOR A SOFTWARE CLAIM, ROCKET'S BREACH OF THE
AGREEMENT OR ANY OTHER LIABILITY RELATING TO THE SOFTWARE. Except for a refund
elected by Rocket, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT
LIMITED TO CONSEQUENTIAL DAMAGES if the Software does not conform under
Rocket's limited Warranty, to the maximum extent allowed by law, even if any
remedy fails of its essential purpose. NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY, ROCKET PROVIDES SOFTWARE FOR RESTRICTED USE ON AN "AS IS" BASIS,
WITHOUT SUPPORT, WARRANTY OR INDEMNITY OF ANY KIND. ROCKET IS NOT LIABLE FOR ANY
LOSS OR DAMAGES, DIRECT OR INDIRECT, RESULTING FROM USE OR ATTEMPTED USE OF
RESTRICTED USE SOFTWARE DURING AND AFTER THE RESTRICTED USE PERIOD.
b. Warranty does not cover problems caused by: (i) misuse, alteration,
enhancements, neglect, accident, unauthorized repair or installation, or acts or
omissions of any party other than Rocket, including virus or hacker attacks;
(ii) Customer's hardware, software, networks, systems, content, application
programming, servers, materials, scripts, data, or files; (iii) Customer not
using Software according to Rocket's current Documentation; (iv) Customer
configuration changes; (v) Customer's failure to comply with Rocket's
security and upgrade policies; or (vi) circumstances beyond Rocket's
reasonable control.
c. ROCKET AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND
GUARANTEES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, FOR DOCUMENTATION AND SOFTWARE,
THEIR USE, SUFFICIENCY, RELIABILITY, TIMELINESS, QUALITY, SECURITY, SUITABILITY,
TRUTH, COMPLETENESS OR ACCURACY, WHETHER STATUTORY, EXPRESS, IMPLIED, ORAL,
WRITTEN OR OTHERWISE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR THAT
SOFTWARE FUNCTIONS WILL BE UNINTERRUPTED, ERROR FREE, OR OPERATE IN COMBINATION
WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; THAT RESULTS WILL MEET
CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; ERRORS OR DEFECTS WILL BE CORRECTED;
OR THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

5. LIMITATION OF LIABILITY
a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROCKET AND ITS LICENSORS WILL NOT BE
LIABLE TO ANY PARTY FOR: (i) CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR
INCIDENTAL DAMAGES; (ii) INTERRUPTION OF BUSINESS OR OPERATIONS, COST OF COVER,
GOODWILL, TOLL FRAUD, OR LOSS OF DATA, CONFIDENTIAL INFORMATION, PROFITS,
REVENUE, OR PRIVACY; (iii) FAILURE TO MEET ANY DUTY INCLUDING GOOD FAITH OR
REASONABLE CARE; (iv) OTHER LOSS RELATED TO USE OF OR INABILITY TO USE THE
SOFTWARE, CONTENT THROUGH THE SOFTWARE, OR ARISING OUT OF THIS AGREEMENT; (v)
FAULT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT
OR BREACH OF WARRANTY OF ROCKET OR ITS LICENSORS; AND EVEN IF ROCKET OR ITS
LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. The entire liability of Rocket and its licensors under this EULA and your
exclusive remedy (including repair or replacement elected by Rocket for the
Limited Warranty) is limited to the actual damages you incur up to the amount
paid to Rocket for the Software. ROCKET'S FAILURE TO EXERCISE A RIGHT OR
REMEDY IS NOT A WAIVER.

6. INTELLECTUAL PROPERTY OWNERSHIP
"Intellectual Property" means all intellectual property, including
inventions, patents, copyrights, trademarks, service marks, trade names, trade
secrets, know-how, moral rights, licenses, and any other intangible proprietary
or property rights, whether or not patentable or otherwise subject to legally
enforceable restrictions or protections against unauthorized third party usage
or whether arising by statute or common law. Rocket or its licensors own and
retain all right, title and interest to and in all Intellectual Property in the
Software and Documentation, developments, research data, designs, layout,
models, formulae, documents, drawings, plans, specifications and other Rocket
information, proprietary materials and all derivative works. To the extent that
any right, title or interest in or to any Rocket Intellectual Property may not
automatically vest in Rocket by operation of law, Customer irrevocably
transfers, assigns and conveys all right, title, and interest therein to Rocket.
At Rocket's request and expense Customer will promptly take any action and
execute any documents necessary to vest full title in Rocket or its licensors.

7. CONFIDENTIALITY
a. "Confidential Information" means any material, data or information, in
any form or media, that is proprietary or confidential to Rocket and is marked
as confidential, or not marked but by its nature or treatment by Rocket should
reasonably be considered to be confidential. Confidential Information includes
the EULA, Documentation and Software, Rocket's Intellectual Property,
specifications, manuals, product roadmaps, financial data, pricing, and results
of benchmark tests. Confidential Information does not include information that
is: (i) publicly available without breach of the EULA; (ii) reasonably shown to
Rocket's satisfaction to have been known by Customer prior to disclosure by
Rocket; (iii) independently developed by Customer prior to Rocket's
disclosure without breach of the EULA or reference to any Rocket Confidential
Information; or (iv) obtained by Customer from a third party without
confidentiality obligation. Software is not deemed to be placed in the public
domain by Rocket. Customer will promptly notify Rocket if it is compelled by a
court or legal process to disclose Confidential Information and will take any
reasonable action requested by Rocket to maintain the confidentiality of the
Confidential Information.
b. Customer will use best efforts to prevent disclosure to Rocket of any
personally identifiable information (PII) regarding Customer's employees or
customers. Customer is solely responsible for complying with any requirements
regarding PII disclosed to Rocket. Customer will use Rocket's Confidential
Information solely to perform its obligations under the EULA. Customer will take
commercially reasonable steps to safeguard Rocket's Confidential Information,
including no less than the steps taken to protect its own Confidential
Information. Customer will not disclose Rocket's Confidential Information except
to its employees bound by written confidentiality obligations no less
restrictive than this provision. Customer must promptly notify Rocket in writing
of unauthorized use or disclosure of Confidential Information. Customer, at its
expense, must take all reasonable actions to recover Confidential Information
and prevent further unauthorized use or disclosure, including action for seizure
and injunctive relief. If Customer fails to do so in a timely manner, Rocket may
do so at Customer's expense, and Customer will reasonably cooperate.

8. U.S. GOVERNMENT USERS
The Software and Documentation include "Commercial Computer Software" and
"Commercial Computer Software Documentation." In accordance with Section
12.212 of the Federal Acquisition Regulations (FAR) and Sections 227.7202-1
through 227.7202-4 of the Defense Federal Acquisition Regulation Supplement
(DFARS), any use, duplication or disclosure of the Software or Documentation by
the U.S. Government or any of its agencies will be governed by and subject to
the EULA. Use of the Software or Documentation is the U.S. Government's
agreement that the Software or Documentation includes "commercial computer
software" and "commercial computer software documentation" and acceptance of the
rights and restrictions in the EULA. If for any reason the Software or
Documentation is not considered commercial or the EULA is otherwise deemed not
to apply, the Software or Documentation will be deemed to be provided with
"Restricted Rights" as defined in FAR 52.227-14(a) and FAR 52.227-14(g)(4)
(Alt III), or DFARS 252.227-7014(a)(15) and DFARS 252.227-7014(b)(3), as
applicable.

9. MISCELLANEOUS
a. Maintenance Support Service. Rocket will not provide any maintenance support
services under this EULA. This EULA does not give you any rights to updates or
upgrades to the Software or to any extensions or enhancements to the Software
developed by Rocket at any time in the future. Rocket may offer support services
separately. Any supplemental software code or related materials that Rocket
provides to you as part of maintenance support services are considered to be
part of the Software and are subject to the EULA.
b. Assignment. Customer may not assign this License or its obligations, rights
or remedies, in whole or in part, without Rocket's prior written consent in
its sole discretion.
c. Compliance with Laws; Export. Customer must comply with U.S., foreign, and
international laws and regulations. Customer agrees: (i) that the export,
re-export, transfer, re-transfer, sale, supply, access to, or use of the
Software to or in a country other than the country in which the Software was
first provided to Customer, or to, by, or for a different end user or end use,
may require a U.S. or other government license or authorization; and (ii) not
to, directly or indirectly, export, re-export, transfer, re-transfer, sell,
supply, or allow access to or use of the Software to, in, by, or for sanctioned,
embargoed, or prohibited countries, persons, or end uses under U.S. or other law
(collectively, "Prohibited Use"). Customer is responsible for screening
for Prohibited Use and obtaining any required license or other authorization and
shall indemnify Rocket for any violation by Customer of any export control
and/or economic sanctions laws and regulations. Rocket may terminate the EULA
and Licenses immediately if Rocket determines, in its sole discretion, that
Customer has breached or intends to breach any of the terms in this clause.
d. Choice of Law; Jurisdiction; Venue:
North and South America. For customers located in North or South America, the
following terms apply:
Governing Law; Jurisdiction and Venue. Massachusetts laws govern the Agreement
excluding conflict of law principles that would apply the law of any other
jurisdiction. Each party waives the right to jury trial for a claim in law or
equity. The United Nations Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transaction Act, as adopted, do not
apply. The parties submit to the exclusive jurisdiction of the federal and state
courts located in Boston, Massachusetts.
UK, IE, Middle East, Africa, Russia, and India. For customers located in the
Republic of Ireland, the United Kingdom, British Crown Dependencies, British
Overseas Territories, Middle East, Africa, Russia, and India the following terms
apply:
Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of
England and Wales and the parties submit to the exclusive jurisdiction and venue
of courts located in England.
Germany, Austria, and Switzerland ("DACH"). For customers located in DACH,
the following terms apply:
Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of
Germany and the parties submit to the exclusive jurisdiction and venue of courts
located in Germany.
Clarification on Liability Cap under Section 10 (Limitation of Liability). THE
PARTIES AGREE THAT THE LIABILITY CAP IN SECTION 10 APPLIES FOR SLIGHTLY
NEGLIGENT INFRINGEMENT OF A MATERIAL CONTRACTUAL OBLIGATION, WHOSE FULFILLMENT
IS ESSENTIAL IN ACCOMPLISHING THE CONTRACT AND ON WHOSE FULFILLMENT THE OTHER
PARTY CAN REGULARLY DEPEND ("CARDINAL DUTY"/ "KARDINALPFLICHT"). THE
PARTIES SPECIFICALLY AGREE THAT THE TYPICAL FORESEEABLE DAMAGE AND BREACHES OF A
CARDINAL DUTY WILL NOT EXCEED IN AGGREGATE THE LIABILITY CAP SET OUT IN SECTION 10.
Additional Exceptions on Liability under Section 10. NONE OF THE LIMITATIONS IN
SECTION 10 EXCLUDES EITHER PARTY'S LIABILITY FOR DAMAGES DIRECTLY RESULTING
FROM: (I) INTENT; (II) GROSS NEGLIGENCE; (III) CULPABLE INJURY TO LIFE, BODY AND
HEALTH; (IV) IN CASE OF A BREACH OF GUARANTEE, WHICH MUST BE EXPLICITLY NAMED A
"GUARANTEE"; OR (V) MANDATORY LIABILITIES UNDER THE PRODUCT LIABILITY ACT.
Netherlands and Rest of Europe. For customers located in the Netherlands and
European countries not covered by other region-specific terms above, the
following terms apply:
Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of
the Netherlands and the parties submit to the exclusive jurisdiction and venue
of court located in Rotterdam. Any court proceedings will be conducted in
English, to the extent available.
Additional Exceptions on Liability under Section 10(Limitation on Liability).
NONE OF THE LIMITATIONS IN SECTION 10 EXCLUDES EITHER PARTY'S LIABILITY FOR
INTENT OR GROSS NEGLIGENCE (OPZET OF BEWUSTE ROEKELOOSHEID) OF THAT PARTY OR ITS
MANAGERIAL STAFF.
Australia, New Zealand and Asia Pacific. For customers located in Australia and
New Zealand and Asia Pacific the following terms apply:
Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of
Australia and New South Wales and the parties submit to the exclusive
jurisdiction and venue of courts located in Sydney
e. Waiver. Each party waives the right to jury trial for any legal action, in
law or equity. The United Nations Convention on Contracts for the International
Sale of Goods and the Uniform Computer Information Transaction Act, as adopted,
do not apply.
f. EULA Terms. If any EULA term is illegal, invalid, or unenforceable, the other
EULA terms remain in full force and effect. Any EULA term that by its nature is
intended to survive the EULA expiration or termination will survive. The EULA
may be superseded by an agreement executed by both parties.
g. Distributors. If you are a Distributor using Software or Documentation for
your own internal use and not for further distribution, you agree to this EULA
as an end user according to the references to "Customer" in these terms.
Distributors are not authorized to make on behalf of Rocket, and Rocket is not
bound by, any representation or warranty made by a Distributor, and Distributor
is not authorized as an agent for Rocket.
h. The parties agree that this Agreement is between Licensee and Rocket only and
third-party marketplaces are not a party to the Agreement. Rocket is solely
responsible for the Licensed Application and the content thereof. Any terms of
this Agreement which are in conflict with the third-party marketplace terms of
service shall not apply.

10. EXCLUDED COMPONENTS
The provisions of this paragraph do not apply to the extent they are held to be
invalid or unenforceable under the law that governs this EULA. Notwithstanding
any of the terms in the EULA or any other agreement Licensee may have with
Rocket:
(a) the third-party providers of certain components to Rocket (the "Suppliers")
provide the components ("Excluded Components") WITHOUT WARRANTIES OF ANY
KIND and, such Suppliers DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND
CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE,
NON-INFRINGEMENT OR INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE
EXCLUDED COMPONENTS;
(b) the Suppliers shall not be liable for any direct, indirect, incidental,
special, exemplary, punitive or consequential damages, including but not limited
to lost data, lost savings, and lost profits, with respect to the Excluded
Components; and,
(c) neither Rocket nor the Suppliers shall be liable to Licensee for any claims
arising directly or indirectly from or related to the Excluded Components.
(d) Notices with respect to the Excluded Components, including instructions for
obtaining source code (as applicable) for certain Excluded Components, may be
found in the NOTICES or README file included in the Software.
(e) Licensee use of the Excluded Components is governed by the terms of the EULA
and not by any terms that may be contained in the NOTICES section. Future
Software updates may contain additional Excluded Components. Such additional
Excluded Components, and related notices and information, if any, will be listed
in the NOTICES file that accompanies the Software update.
