This Master Subscription Agreement ('Agreement') is between Rockmetric and the individual or entity that has downloaded or otherwise procured the Software Subscription. This agreement also applies to Free Trials and Pilots as described below.

Definitions

1. 'Agreement' means this Master Subscription Agreement.

2. 'Affiliate' means, with respect to a party, any legal entity (such as a corporation, partnership, or other legal entity) that controls, is controlled by, or is under common control with such party. For purposes of this definition, 'control' means the legal power to direct or cause direction of the general management of the corporation, partnership, or other legal entity. Affiliates are 'Your Affiliates' and Affiliates of Rockmetric are 'Rockmetric Affiliates.'

3. 'Customer' means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

4. 'Purchased Services' means Software and/or Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

5. 'Proof of Concept' or 'PoC' means Rockmetric services or functionality that may be made available to Customer to try at its option with or without charge which is clearly designated as beta, pilot, limited release, non-production, evaluation, or by a similar description.

6. 'Free Services' means Software and/or Services that Rockmetric makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.

7. 'Documentation' means the then-current, published installation and operating instructions, user manuals, and help files made available by Rockmetric to you intended for use in connection with the Software.

8. 'Effective Date' means the date of your first Order Form or the initial delivery date of the Software (whichever is earlier).

9. 'Intellectual Property Rights' or 'IPR' means all intellectual property or other proprietary rights worldwide, including patent, trademark, service mark, copyright, trade secret, know-how, moral right, and any other intellectual and intangible property rights, including all continuations, continuations in part, applications, renewals, and extensions of any of the foregoing, whether registered or unregistered.

10. 'Law' means all applicable laws, rules, statutes, decrees, decisions, orders, regulations, judgments, codes, and requirements of any government authority (federal, state, local, or international) having jurisdiction.

11. 'License Term' means the period of authorized use of the Software as set forth in an Order Form.

12. 'Order Form' means an ordering document signed by you and Rockmetric or an Authorized Partner that specifies: (a) Software licenses purchased, their prices, and their License Term;(b) The tier and/or scope of Technical Support and Maintenance purchased (if any) for the Software(c) the scope and price of Professional Services purchased (if any).

13. 'Professional Services' means consulting, implementation, configuration, integration, or training services provided by Rockmetric or its authorized service providers.

14. 'Software' means any computer code provided by Rockmetric to you under this Agreement pursuant to an Order Form.

15. 'SOW' means a statement of work that describes the scope of Professional Services signed by you and Rockmetric or an Authorized Partner.

16. 'Support' means technical support and maintenance for the Software, as set forth in the Support Guide.

17. 'Support Guide' means the Rockmetric Support and Maintenance Program Guide

18. 'Customer Data' means all data of any kind or nature that is loaded on the Software by or on your behalf

19. 'Error' means a reproducible failure of the Software to perform any material function set forth in the Documentation.

20. 'Software' means the Rockmetric software product(s) provided in connection with this Agreement in object code form (or as otherwise specified in any related Ordering Document), as more fully described in the Documentation. 'Software' shall also include any Support and Maintenance Services releases provided to you under this Agreement. Unless otherwise noted, the Software and Documentationare referred to collectively herein as 'Software'. All undefined names of Software products have the meanings given to them in the Documentation.

21. 'Solution Data' means aggregated and quantitative usage metrics and other data derived from Customer’s use of the Software. Solution Data excludes Customer Data.

22. 'Single Point of Contact' or 'SPOC'' means a qualified individual designated by Customer for the purpose of receiving Support.

23. 'Update' means a patch or hotfix of an Upgrade that: (a) provides maintenance updates only, Error corrections, or bug fixes; or (b) introduces limited new functionality or enhancements.

24. 'Upgrade' means a release of the Software that includes new functionality, extensions, features, or significant enhancements.