IMPORTANT PLEASE - READ CAREFULLY: This EULA is a legal agreement between you (an individual, hereafter «User» or «You») and Gerber Technology, Inc. («Provider» or «We»), governing Your access and use of Gerber's YuniquePLM online Platform (defined below). By accessing and using the Platform and/or installing any associated Mobile Apps or other Software (each as defined below), You are agreeing to be bound by the terms of this EULA.

1. Access to the Platform. This EULA governs Your use of Gerber's YuniquePLM platform (whether accessed through an associated online web portal (the «Portal») or through a Gerber mobile application (a «Mobile App»)), including: (a) all associated software applications provided thereon or in connection therewith, including the Mobile Apps (collectively, the «Software»), (b) all information, data, images, photographs, animations, video, audio, music, text, media and other content provided thereon, and all copies and derivatives of the foregoing (collectively, the «Content»), and (c) all services provided on the Portal («Services») (collectively, the «Platform»).

2. Employer's Agreement. If You are being given access to the Platform as an employee or representative of Your employer or other principal («Employer»), then You and Your use of the Platform are at all times subject to the terms and conditions of any agreement between Provider and Your Employer relating to the Platform, including the applicable Master Customer Agreement («MCA») between Your Employer and Provider. You represent and warrant that You have been authorized by Your Employer to use the Platform on Your Employer's behalf. If at any time You cease to be employed by Your Employer, Your rights to use the Platform shall immediately and automatically terminate, and You shall cease all use of the Platform (including any portion thereof).

3. Ownership of Platform and License.

(a) The Platform, including the Portal, Content, Mobile Apps and other Software, and Services, are owned by Provider and/or its licensors, and are protected by copyright and other intellectual property laws and international treaties. Provider will at all times retain exclusive control over the Platform, and may from time to time, in its discretion, modify the content, functionality or components thereof, including to supplement, upgrade or eliminate certain content, functionality or components.

(b) Subject to the terms of this EULA, Provider grants to You a limited, personal, non-transferable and non-exclusive license to access and use the Platform (including the Portal, Content, Software (including any associated Mobile Apps) and Services) solely for Your own use in connection with Your employment with Employer. All rights not expressly granted to You hereunder are reserved to Provider. Solely with respect to user instructions and other electronic documents delivered to You through the Platform, You may make a reasonable number of copies solely for Your own use on behalf of Your Employer. Such copies may not be republished or distributed to any third party.

(c) The license granted in this EULA is not a sale of the Platform or any portion thereof, including the Portal, Content, Software and Services, or any copy of the foregoing.

4. Monitoring Your Use of the Platform.

(a) Provider regards software piracy as the crime it is, and we view offenders accordingly. We do not tolerate the piracy of any Provider software, and we pursue (both civilly and criminally) those who do so using all legal means available, including public and private surveillance resources. As part of these efforts, Provider reserves the right to embed a software security mechanism within the Platform and Software, and to install cookies or other software applets on Your computer or mobile device, to monitor usage of the Platform and Software to verify Your compliance with this license. Provider utilizes data monitoring and scouring technologies to obtain and transmit data on unauthorized users, and users of illegal copies of the Platform and Software (or any portion thereof). In addition, to facilitate Provider's provisions of the Platform and the further development and improvement thereof, Provider also may use tools, scripts, software, and utilities to monitor and collected date relating to Your usage of the Platform, and the hardware, computers, networks or mobile devices that You use to access the Platform «Activity Data»).

(b) Provider will not provide to any third party any of the information it gathers in connection with such monitoring that personally identifies You, except (i) as may be required by law or legal process, (ii) to enforce compliance with the access requirements described above or otherwise as permitted under Provider's Privacy Policy. You acknowledge that Provider may access, copy, host, store, analyze, make derivatives and/or transmit such Activity Data in connection with its provision of the Platform and operation, development and maintenance thereof, and as otherwise reasonably necessary to perform its obligations hereunder. You also agree that any derivative or transformed data that is derived by Provider in whole or part from any Activity Data, alone or in combination with data collected from other users, which is aggregated or anonymized and does not identify You, is the exclusive property of Provider, and nothing herein shall limit Provider's use or exploitation thereof. If You do not consent to the monitoring described in this Section 4, You should immediately cease all use of the Platform.

(c) If You are using an illegal copy of any of our Software (or any other portion of the Platform) and do not consent to the collection and transmission of such data (including to the United States), You must cease using the illegal version and contact Provider to obtain a legally licensed copy.

5. Mobile Apps

(a) If You have installed a Gerber Mobile App or other Software for use in accessing the Platform, use of such Software also is subject to this EULA. «Software» also includes any patches, updates or upgrades provided by Provider which replace and/or supplement the original Software. Subject to the terms of this EULA, Provider grants to You a limited, personal, non-transferable, non-exclusive and non-sublicensable license to use the Mobile App solely for Your own use in connection with Your employment with Employer, on a mobile device that You own or control. This license does not allow You to, and You shall not, use the Mobile App or access the Platform on any mobile device that You do not own or control. You may not make copies or derivative works from the Mobile Apps or other Software supplied by Provider, or distribute or make the Software over a network or allow it to be used simultaneously by multiple devices at the same time to access the Platform.

6. Use Restrictions.

(a) You are subject to any and all Acceptable Use Policies («AUP») related to and posted on the Platform, which may be amended from time to time by Provider. Such AUP are subject to, and incorporated in, this EULA.

(b) You agree that the Platform may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Platform. No portion of the Platform may be reproduced in any form or by any means. You agree not to (directly or indirectly): (i) remove any notice of proprietary rights from the Platform (including the Portal, Content and Software), (ii) reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of any part of the Platform (except to the limited extent applicable laws specifically prohibit such restriction), attempt to recreate or use the Platform (or any portion thereof ) for any competitive purpose, (iii) copy (except as expressly permitted under the license), modify, translate or otherwise create derivative works of any part of the Platform, including any data or other content thereon, or (iv) sell, resell, encumber, rent, lease, lend, time-share, distribute, transfer or otherwise use or exploit or make available the Platform (or any portion thereof), including any Content or Software thereon, to or for the benefit of any third party. You further agree not to use the Platform (or any portion thereof) in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Provider is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Platform (or any portion thereof). The Provider, and its licensors, reserve the right to change, suspend, remove or disable access to the Platform at any time without notice to You. If You breach any of the restrictions in this Section 6(b), You may be subject to prosecution and damages.

(c) You shall use the Platform in full compliance with all applicable laws and regulations, including all laws and regulations applying to privacy and personal information.

(d) The Platform may display, include or make available content, data, information, applications or materials from third parties («Third Party Materials») or provide links to certain third party web sites. By using the Platform, You acknowledge and agree that the Provider is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Provider does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You.

7. Login Credentials. You have been assigned a login ID, passwords and other credentials issued to access the Platform and/or Software («Credentials»). Provider may reasonably assume that any communication or other user activity made on the Platform using Your Credentials is being made or provided by You. You shall maintain the Credentials confidential and not permit any third party to use Your Credentials to access or use the Platform (or any portion thereof). Without limiting the foregoing, You are responsible to Provider for the use of the Platform (including the Content and all associated Software or Services) by any person with whom You have shared Your Credentials or who gains access to the Platform (or any portion thereof) as a result of Your failure to use reasonable security precautions, even if that use was not authorized by You.

8. Suspension of Services. We have the right to take appropriate action to address risks to the Platform, including any Content or Software thereon. Without limiting the foregoing, in the event of any material threat to the Platform or any portion thereof, We may immediately suspend Your right to access or use the Platform, any associated Platform or mobile application, or any portion of the foregoing, without prior notice to You, if: (a) We reasonably believe that the Platform or Software is being used in violation of the associated agreements or AUP, or applicable law; (b) in Our determination, Your use of the Platform or Software interferes with the normal operations of the Platform or other customers, or creates any threat to the security of the Platform or the content of any other customer; (c) We become aware of what We, in our sole discretion, deem a credible claim that the Platform (or any portion thereof) infringes upon the intellectual property rights of a third-party or (d) required to do so by law. We will not be liable for any claims or damages of any kind arising out of a suspension under this Section. We may maintain a suspension for as long as reasonably necessary to address material risks to the Platform or any customer content. Our right to suspend under this Section is in addition to Our right to terminate pursuant to Section 10 herein.

9. User Data.

(a) You represent that You have sufficient right under applicable law (including U.S. privacy law and any E.U. Privacy Directives) to transfer to transmit, store, copy, use and transfer to Provider any and all data or content that You submit to the Platform (collectively, «User Data»), including data related to Your Employer or its business, or any personally identifiable information («Personal Data»), sent to, from, or stored on the Platform using any Credentials, or otherwise provided by You to Provider as part of Our administration of the Platform. You grant Provider authorization to access, use, view, store, copy, and delete any such User Data as necessary to provide the Platform. You hereby irrevocably consent and agree to the access and processing, including from geographic localities not within the European Union, of any information sent to, from, or stored on the Platform or any device supplied by Provider or otherwise provided by Employer to Provider as part of its provision of the Platform and related services. You acknowledge that Provider may use third parties to assist in the operation and maintenance of the Platform and/or to provide related services and that this may result in such data being stored or processed on servers located in countries around the world.

(b) You will not upload to the Platform any content or data that is libelous or infringes the rights of any third party.

(c) Provider will process, store and use all Personal Data and other User Data in accordance with Provider's Privacy Policy, which is accessible on the applicable Platform, and subject to modification from time to time. You agree that User Data that You submit to the Platform, including any Personal Data, may be used by Provider in accordance with its Privacy Policy. If You do not so agree, You should immediately cease all use of the Platform.

10. Termination. Without prejudice to any other rights, Provider may terminate this EULA and Your right to access and use the Platform and/or Software: (a) if You fail to comply with the terms and conditions of this EULA, (b) You Employer notifies Provider that it has revoked Your Credentials or (c) You cease to be employed by Your Employer for any reason. In such event, You must destroy and delete all copies of the Software and all of its component parts that may be installed on Your hardware (including all Mobile Apps).

11. U.S. Government Rights. The Platform: (i) includes commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable which were developed exclusively at private expense by Gerber Technology, Inc., 24 Industrial Park Road West, Tolland, CT, 06084; (ii) is a Company trade secret for all purposes of the Freedom of Information Act; and (iii) is in all respects Company proprietary data and all rights are reserved under the copyright laws of the United States. The U.S. government's rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) and/or subject to the restrictions of DFARS 227.7202-1(a) and DFARS 227.7202-3(a) (June 2013), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (May 2014) and/or restricted rights provisions of FAR 52.227-14 (May 2014) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

12. DISCLAIMERS OF WARRANTIES; LIMITATIONS OF LIABILITY.

(a) THE PLATFORM, PORTAL, CONTENT AND SOFTWARE AND SERVICES ARE PROVIDED «AS IS» AND «AS AVAILABLE,» WITH ALL FAULTS AND PROVIDER HEREBY EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EXPRESS OR IMPLIED, ON THE PLATFORM, PORTAL, CONTENT, SOFTWARE, AND SERVICES FURNISHED IN CONNECTION THREWITH, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SUITABILITY, ACCURACY OF DATA OR SYSTEM INTEGRATION, INTEGRITY, UPTIME AND/OR AVAILABILITY, OR ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE IN THE TRADE. PROVIDER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF OR THAT THE FUNCTIONS CONTAINED IN THE PLATFORM, PORTAL, CONTENT, SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE SECURE, UNINTERRUPTED, FREE FROM BUGS, VIRUSES OR ERRORS OR OTHER PROGRAM LIMITATIONS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE AND ANY RELIANCE UPON THE PLATFORM, PORTAL, CONTENT, SOFTWARE OR SERVICES IS AT YOUR OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AUTHORIZED REPRESENTATIVES OF PROVIDER SHALL CREATE A WARRANTY.

(b) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, YOU AGREE THAT PROVIDER, ITS AFFILIATES, VENDORS AND LICENSORS, SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PERSONAL INJURY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OR DESTRUCTION OF DATA, BUSINESS INTERRUPTION, COSTS OF COVER, LOSS OF USE, LOSS OF GOODWILL OR ANY OTHER LOSS, OR FOR EXEMPLARY DAMAGES, WHETHER RESULTING FROM YOUR USE OR INABILITY TO USE THE PLATFORM, PORTAL, CONTENT, SOFTWARE OR SERVICES, OR FOR DAMAGES RESULTING FROM OR RELATING TO CLAIMS BROUGHT AGAINST YOU BY THIRD PARTIES OR OTHERWISE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PROVIDER BE LIABLE HEREUNDER FOR ANY DAMAGES IN ANY AMOUNT THIS GREATER THAT THE AMOUNT OF FEES PAID BY YOU TO PROVIDER HEREUNDER DURING THE THREE (3) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ANY LIABILITY FOR PRODUCT LIABILITY AS A CONSEQUENCE OF LOSS OR DAMAGE TO PROPERTY WHICH, IN VIEW OF ITS NATURE, IS NORMALLY INTENDED FOR COMMERCIAL USE. THESE LIMITATIONS OF PROVIDER'S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. ANY ACTION AGAINST PROVIDER MUST BE BROUGHT WITHTIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

13. INDEMNITY. Except for any third party claim that Your use of the Platform (or portion thereof) as permitted under this EULA and in standard Provider configuration without modifications, infringes any third-party patent or copyright, You shall indemnify and hold Provider harmless from and against any and all claims, actions or proceedings, and all associated losses, damages, liabilities, awards, fines, costs and expenses, including reasonable attorneys' fees, which Provider or its affiliates may suffer or be required to pay, which arise out of (a) Your use or operation of the Platform (or any portion thereof), (b) Your breach of this EULA, or (c) any death, or injury or person or property caused by You, in each case whether or not occasioned by Your negligence or misconduct.

14. EXPORT RESTRICTION. You represent and warrant that (i) the Platform, Portal, Content, Software, Services and all documentation related thereto will not be used in or transported to a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a «terrorist-supporting» country, and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. By using the Platform (or any portion thereof), You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Platform (or any portion thereof) for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

15. GENERAL PROVISIONS. If any provision of this EULA shall be found to be illegal or unenforceable, then, notwithstanding such illegality or un-enforceability, the EULA shall remain in full force and effect and such provision shall be deemed to be deleted. Furthermore, if possible to ascertain the intent of the Parties, there shall be added a substitute provision as similar in substance as legally possible and the remainder of the EULA shall not be affected. Any failure or delay by either Party in exercising any right or remedy will not constitute a waiver of such right or remedy. Any use of the term «including» in this EULA shall be read to mean «including, without limitation.» You may not assign or transfer the EULA, in whole or part, or any rights or obligations thereunder, without the prior written consent of Provider. In the event of any attempted assignment or transfer in violation of this Section, such purported assignment or transfer shall be void and without force or effect. Provider shall not be liable to You for any delay, failure or inability to perform its obligations under this EULA, or any losses arising in connection with the foregoing, due to any cause beyond its reasonable control, including, but not limited to, utility failures, equipment breakdowns, fires, storms, accidents, acts of God, acts of war, acts of terrorism, labor shortages, telecommunications or Internet failures, or any act or omission by You.

Should You have any questions concerning this EULA, or if You desire to contact Provider for any reason, please contact Provider at PLMSupport@GerberTechnology.com.