PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING, DOWNLOADING, ACCESSING,
OR USING THE SOFTWARE.

By clicking "Accept", downloading or installing the Software, accessing the Software through any
user account, or otherwise using the Software, you acknowledge that you have read, understood, and
agree to be bound by this License Agreement on behalf of the Client. If you do not agree to all of
the terms of this Agreement, you must click "Do Not Accept" and you may not install, access, or use
the Software.

You represent and warrant that you have the authority to bind the Client to this Agreement and that
all Users under your control will comply with its terms.

PYDIO CELLS ENTERPRISE DISTRIBUTION EULA
(Pydio is a trademark of Abstrium SAS, a Wire Company)

1. Scope of the agreement

This License agreement sets forth the terms and conditions under which Abstrium SAS, will provide
its Software to its Clients. Definitions of capitalised terms, where not immediately provided, are
defined in Appendix 1 and shall apply to the entire agreement.

2. License and Ownership

2.1 License Grant to Software.

Unless Client is obtaining an Evaluation License, Abstrium grants to Client during the subscription
period, a non-exclusive, non-transferable, non-sublicensable, license to use, copy, test and
configure (but not modify, decompile, create derivative works from, or alter in any way the
enterprise components of) the Software solely for Client's own internal use and limited to the
number of Users for one unique Instance designated in the Order Form unless as otherwise expressly
authorized by Abstrium in writing.

2.2 Modifications to Software.
Client is not permitted to modify, adapt, translate, create derivative works of, or otherwise alter
any proprietary or enterprise components of the Software. This restriction does not apply to
open-source components where such rights are granted under the applicable open-source license. Any
modifications made by Client to open-source components must comply with the applicable open-source
license. Under no circumstances shall Client acquire ownership or rights in any modifications to
proprietary components of the Software.

2.3 Restrictions on Software Licenses.

Client shall not analyze, decompile, or reverse engineer or cause a third party to analyze,
decompile or reverse engineer any source code of the Software for any purpose. Client shall not
distribute, sell, assign, sublicense, or otherwise transfer any right in the Software, unless such
activity is expressly permitted or required by law or has been expressly authorized by Abstrium in
writing. Client shall not permit any third party to access the Software except its authorised Users,
and shall ensure all Users comply with this Agreement. Client remains fully responsible for all User
acts and omissions. Client shall not use the Software (i) for unlawful activities, (ii) for
high-risk use cases such as critical infrastructure, life-support or aviation, or (iii) in violation
of export control laws.

3. Intellectual Property

3.1 Intellectual Property Rights.

The Software and each of its components are owned by Abstrium and, in some cases, by other
licensors and are protected under European copyright law and under other laws as applicable. For the
avoidance of doubt, all proprietary components of the Software, remain the exclusive property of
Abstrium or its licensors. Open-source components are licensed under their respective open-source
licenses.

3.2 Marks.

"Pydio" is a trademark of Abstrium (a Wire company) in Europe, the U.S. and other countries. This
License does not permit Client to distribute the Software or its components using Abstrium's
trademarks, regardless of whether the copy has been modified.

3.3 Equitable Relief.

Client acknowledges and agrees that, in the event that Client takes any action that is inconsistent
with Abstrium's ownership rights contained herein, monetary damages may not be an adequate remedy.
Accordingly, Client agrees that Abstrium shall be entitled to obtain, injunctive relief against
Client, including but not limited to a temporary restraining order, a temporary or preliminary
injunction or a permanent injunction, to enforce the provisions of this Agreement, as well as an
equitable accounting of and constructive trust for all profits or other benefits arising out of or
related to any such violation, all of which shall constitute rights and remedies to which Abstrium
may be entitled.

4. Warranty, Limitation of Liability and Disclaimer of Damages

4.1 Limited Warranty.
Abstrium warrants that, for a period of ninety (90) days from the date on which the Software is
first made available to Client ("Warranty Period"), and when used in accordance with the
Documentation and in a supported environment, the Software will substantially conform to the
functional specifications described in the Documentation. Abstrium does not warrant that the
Software will be error-free or uninterrupted. If, during the Warranty Period, Client notifies
Abstrium in writing of a reproducible defect that causes the Software to fail to conform to the
warranty above, Abstrium shall, as Client's exclusive remedy and Abstrium's entire liability, use
commercially reasonable efforts to provide a fix, patch, workaround, or replacement component. If
Abstrium is unable to correct the non-conformance within thirty (30) days of receiving sufficient
information to reproduce and diagnose the issue, Client may terminate the License and receive a
prorated refund of prepaid Fees for the period following termination.

This limited warranty does not apply to defects or issues resulting from: (a) use of the Software
contrary to this Agreement or the Documentation; (b) modification, alteration, or integration of
the Software by Client or any unauthorised third party; (c) use with unsupported hardware, software,
or third-party systems; (d) Client's failure to install updates, patches, or security fixes made
available by Abstrium; or (e) causes outside Abstrium's reasonable control.

During any Evaluation Licence Period, the Software is provided "AS IS" and without any warranty of
any kind. The limited warranty above does not apply to Evaluation use, and Abstrium shall have no
obligation to provide support, fixes, or remedies during such period.

4.2 Limitation of Liability.
To the maximum extent permitted by applicable law, Abstrium shall not be liable to Client for any
indirect, incidental, special, consequential, punitive, exemplary, or similar loss, charges, or
damages, including loss of profits, loss of business opportunity, goodwill or reputation, loss of
revenue, business interruption, loss or corruption of data, or loss of savings, whether arising in
contract, tort (including negligence), strict liability, or otherwise, even if Abstrium has been
advised of the possibility of such damages. Abstrium's total aggregate liability arising out of or
in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the
Fees paid by Client for the Software during the twelve (12) months preceding the event giving rise
to liability. Nothing in this Agreement shall limit or exclude liability for (i) death or personal
injury caused by negligence, (ii) fraud or wilful misconduct, or (iii) any liability that cannot be
excluded or limited under applicable mandatory law.

4.3 Disclaimer of Damages.
Except for liability that cannot be excluded under applicable law, the limitations and exclusions in
this Section apply regardless of the form of action or theory of recovery and shall apply even if
any exclusive remedy fails of its essential purpose.

4.4 Disclaimer of Warranty.
Except as expressly set out in the Limited Warranty above, the Software is provided "AS IS" and
Abstrium disclaims all other warranties, whether express, implied, statutory, or otherwise,
including any implied warranties of merchantability, fitness for a particular purpose,
non-infringement, or satisfactory quality. Client assumes all responsibility for the selection of
the Software to achieve its intended results and for the use and results obtained from the Software.
The Software is not designed or intended for use in environments requiring fail-safe performance,
including without limitation nuclear facilities, aircraft navigation or communication systems, air
traffic control, life-support systems, or any other environment in which failure of the Software
could result in death, personal injury, or severe physical or environmental damage.

5. Term, Termination, and Fees

5.1 Term.

Unless otherwise stated in the applicable Order Form, the license term begins on the date the
License Key is delivered to Client (the "Effective Date") and continues for twelve (12) months (the
"License Term"). The License shall automatically renew for successive twelve (12)-month renewal
terms unless either party provides written notice of non-renewal at least sixty (60) days before the
end of the then-current term.

5.2 Termination.

Abstrium may terminate the License immediately without notice if Client: (a) breaches the License
Restrictions or Intellectual Property provisions of this Agreement; (b) engages in any unauthorised
copying, distribution, reverse engineering, or other infringement of Abstrium's rights; (c) provides
access to any third party without Abstrium's authorisation; (d) uses the Software in violation of
applicable law; or (e) uses the Software in a manner that materially compromises the integrity,
performance, or security of the Software or related systems.

5.3 Effect of Termination.
Upon termination or expiry of the License for any reason: (a) all rights granted to Client under
this Agreement shall immediately cease; (b) Client shall cease all use of the Software and destroy
all copies of the Software in its possession or control, including partial copies, and certify such
destruction in writing to Abstrium upon request; and (c) all obligations of Abstrium relating to
support, maintenance, updates, and upgrades shall terminate. Nothing in this clause affects Client's
rights to open-source components of the Software where such rights are granted under the applicable
open-source licenses.

5.4 Fees.
Client shall pay the Fees specified in the applicable Order Form for the authorised number of Users
(subscriptions) and for the applicable License Term. All Fees are stated in Euros, or in United
States Dollars for Clients based in the United States, and are exclusive of all applicable taxes,
duties, and similar governmental charges. Client is responsible for all such taxes except those
based on Abstrium's net income. Fees are due within the payment terms specified in the applicable
Order Form. If no payment terms are specified, Fees are due within thirty (30) days from the invoice
date. All payments shall be made without set-off, deduction, or withholding, except to the extent
required by law. If Client fails to pay any Fees when due, Abstrium may, after providing written
notice, suspend access to the Software and suspend all performance of its obligations under this
Agreement until full payment is received. Suspension does not relieve Client of its payment
obligations. If Client fails to pay any Fees within ten (10) days after receiving written notice of
late payment, Abstrium may terminate the License in accordance with the termination provisions
provided for under this Agreement. Unless otherwise expressly agreed in writing by Abstrium, all
Fees are non-refundable, including in cases of early termination, except where a refund is expressly
provided as a remedy under the Limited Warranty.

Any provisions of this Agreement that, by their nature, are intended to survive termination or
expiration shall survive the termination or expiration of this Agreement.

6. General

6.1 Notices.

Notices under this Agreement must be in writing and delivered to the receiving party's Address.
Notices will be deemed received when (i) delivered electronically (e-mail suffices); (ii) delivered
personally; or (iii) upon confirmed delivery by a commercial express carrier.

6.2 Upgrades, Updates and Fixes.
Abstrium will provide Client, from time to time, with upgrades, updates or fixes, intended to
maintain or improve the Software's functionality, performance or security. Such updates and fixes
shall be provided free of charge as part of Abstrium's maintenance. Client hereby warrants to keep
the Software up-to-date and install all relevant updates and fixes without undue delay, as failure
to do so may affect the Software's performance or security, for which Abstrium shall bear no
responsibility. Client may, at its sole discretion, purchase optional upgrades, according to the
rates set by Abstrium. Nothing in this Agreement shall require Abstrium to develop or release any
particular upgrade, update or fix beyond its standard product lifecycle.

6.3 Compliance with Applicable Laws.

Each party will comply with all applicable laws, including applicable export control restrictions.
In order for Abstrium to provide services to Client, it may be necessary for Abstrium to share
information with third parties, which may be located worldwide. In such an event, Abstrium will
comply with applicable data privacy laws governing the transfer of that information.

6.4 Entire Agreement.

Each Order Form is deemed to incorporate this Agreement and all appendices, unless the Order Form
expressly provides otherwise. Each Order Form constitutes the final, complete, and exclusive
agreement of the parties with respect to the subject matter specified therein, notwithstanding any
different or additional terms contained in any purchase order or other document issued by Client. In
the event of any conflict between this Agreement, any appendix, and an Order Form, the Order Form
shall prevail solely with respect to the commercial terms expressly stated therein, and this
Agreement shall prevail for all other matters, unless an appendix or Order Form expressly states
otherwise. The original and binding text of this Agreement is in English, and any translation is
provided for reference only; in case of conflict, the English version shall control.

6.5 Force Majeure.

Force majeure events shall excuse the affected party (the "Non-Performing Party") from its
obligations under this Agreement so long as the event and its effects continue. Force majeure events
include, without limitation, Acts of God, natural disasters, war, riot, network attacks, acts of
terrorism, fire, explosion, accident, sabotage, strikes, inability to obtain power, fuel, material
or labor, or acts of any government. As soon as feasible, the Non-Performing Party shall notify the
other party of (a) its best reasonable assessment of the nature and duration of the force majeure
event, and (b) the steps it is taking to mitigate its effects. If the force majeure event prevents
performance for more than sixty (60) consecutive days, and the parties have not agreed upon a
revised basis for performance, then either party may immediately terminate the Agreement upon
written notice.

6.6 Severability.

If any provision of this Agreement is ruled invalid or unenforceable, the provision shall be
severable from this Agreement so that the remaining provisions are unaffected.

6.7 Waiver.

No waiver of any rights under this Agreement will constitute a subsequent waiver unless otherwise
stated in writing.

6.8 Dispute Resolution.

French Law shall govern all aspects of this Agreement. Any dispute, claim or controversy arising
from this Agreement shall be subject to the exclusive jurisdiction of courts located in Paris,
without regard to their conflict-of-law principles or the United Nations Convention on Contracts for
the International Sale of Goods.

6.9 Headings.

All headings contained in this Agreement are inserted for identification and convenience and will
not be deemed part of this Agreement for purposes of interpretation.

6.10 Amendment.

Neither this Agreement nor any Order Form may be amended or modified except in a writing signed by
the parties, which writing makes specific reference to this Agreement or the applicable Order Form.


Appendix 1 Definitions

"Address" means, Abstrium/Pydio, 40 Rue Alexandre Dumas, 75 011 Paris, France, with email address
being legal@wire.com

"Client" means the business entity or organisation entering into this Agreement, including its
authorised users. By accepting this Agreement, the individual accepting represents and warrants
that they have the authority to bind the Client.

"Documentation" means the instructions, manuals, technical specifications, and other materials
provided by Abstrium that describe the installation, operation, or use of the Software.

"Evaluation License" means a limited, temporary, non-exclusive, non-transferable license to use the
Software, including the Documentation, for evaluation purposes for Client's internal business use
only for a limited specific number of days beginning from the date of delivery to Client of the
Software (the "Evaluation License Period"). The Evaluation License is provided "AS IS" and without
any warranty or support. Continued use requires purchase of a subscription and corresponding
license key.

"Fees" means the amounts payable by Client as specified in the applicable Order Form, exclusive of
taxes, and payable in accordance with the payment terms set out therein.

"Instance" means any installation on a server, cluster of up to 3 servers, and/or virtual machine
based on a shared configuration backend, namely the same relational database that Abstrium grants
permission to be distributed and/or replicated. This includes sharing any or all of the plugins
configurations, the directory of users and the access to the same workspaces. A duplicate backup
for security or recovery purposes of this system is considered the same Instance.

"License Key" means the unique code, token, certificate, or other technical mechanism provided by
Abstrium that activates or enables the Software for the applicable License Term and authorised
number of Users or Instances specified in the Order Form. Delivery of the License Key constitutes
delivery of the Software for the purposes of this Agreement.

"Order Form" means an electronic or written order issued by Abstrium or its authorised reseller
specifying the Fees, License Term, authorised number of Users, and any subscription elements or
commercial terms, and forms part of this Agreement.

"User" means any individual who is authorized by the Client to access the Software and who has been
given a unique user name or identifier (regardless of whether the user has used those credentials to
access the Software). No more than one individual may use an issued user name or identifier, and the
sharing of such credentials is expressly prohibited.

"Software" means the Pydio Cells Enterprise Distribution, including the server software, enterprise
modules, web interface, mobile applications, Desktop Sync applications, and all updates, patches,
and enhancements provided by Abstrium. The Software includes certain third-party components,
including open-source components, which are licensed under their respective open-source licences as
identified in the applicable attribution notices, located in the software application or component's
source code. Rights to such open-source components are governed solely by their respective
open-source licences. This Agreement does not grant Client any rights to modify or create derivative
works of proprietary components of the Software.
