F5, Inc. End User Services Agreement

F5, INC.

END USER SERVICES AGREEMENT

Last Updated: August 5

, 2024

BY ACCEPTING THIS END USER SERVICES AGREEMENT (THE “AGREEMENT”), REGISTERING FOR OR USING AN ACCOUNT

FOR THE F5 SERVICES, OR BY ACCESSING OR USING THE F5 SERVICES, YOU (1) ACKNOWLEDGE THAT YOU HAVE READ AND

UNDERSTAND THIS AGREEMENT; (2) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY

TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, HAVE THE

LEGAL AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS HEREOF; AND (3) ACCEPT THIS AGREEMENT

AND AGREE, ON BEHALF OF YOURSELF OR THE LEGAL ENTITY FOR WHICH YOU ARE ORDERING F5 SERVICES, TO BE BOUND

BY ITS TERMS AND CONDITIONS. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN F5, INC. AND ITS

AFFILIATES (COLLECTIVELY, “F5,” “WE,” “US,” AND “OUR”) AND THE LEGAL ENTITY FOR WHICH YOU ARE ACTING (“YOU”).

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT AND DO NOT

ACCESS OR USE THE F5 SERVICES. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE ON WHICH YOU ACCEPT THE TERMS

OR, IF EARLIER, WHEN YOU REGISTER FOR OR USE AN ACCOUNT (THE “EFFECTIVE DATE”). NOTWITHSTANDING

ANYTHING ELSE STATED HEREIN, IF YOU AND F5 HAVE EXECUTED A WRITTEN AGREEMENT FOR THE ACCESS TO OR USE

OF THE F5 SERVICES (“SIGNED AGREEMENT”), THEN THE TERMS OF THE SIGNED AGREEMENT SHALL GOVERN AND

CONTROL AND THIS AGREEMENT SHALL HAVE NO EFFECT.

In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereby agree that this Agreement, together with all exhibits

and appendices attached hereto, applies to the F5 Services ordered by you from us or from an Authorized Distribution

Partner, as applicable.

Definitions. Unless otherwise defined in this Agreement, the following definitions apply:

1.1.

“Acceptable Use Policy” means the acceptable use policy located at https://www.f5.com/pdf/customer-

support/eusa-aup.pdf (or any successor or related locations designated by us).

1.2.

“Account” means your online account used to access the F5 Services.

1.3.

“Affiliates” means, with respect to either Party, any individual, company, corporation, partnership or other entity,

directly or indirectly, controlling, controlled by, or under common control with, such Party, where “control” is defined

as the ownership of at least fifty percent (50%) of the equity or beneficial interests of the entity.

1.4.

“Aggregated Data” means Customer Data and Usage Data that has been aggregated and de-identified such that the

Customer Data and Usage Data no longer identifies you or your end users.

1.5.

“Authorized Distribution Partner” means an entity who is authorized by us to resell F5 Services.

1.6.

“Customer” means, (i) in the case of an individual accepting this Agreement on his or her own behalf, such individual,

or (ii) 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.

1.7.

“Customer Application” means any application that is owned or operated by you and configured to interact with any

of the F5 Services pursuant to this Agreement.

1.8.

“Customer Data” means software, data, text or image files, or information (including data that identifies a natural

person) provided or uploaded or input by you, your Users, or your End Users into the F5 Services or otherwise made

available by you or your End Users to the applicable F5 Services.

1.9.

“Customer Dashboard” means the online dashboard application that we make available to you under this

Agreement, that enables you or your End Users, as applicable, to configure and/or monitor the performance of the

F5 Services.

1.10.

“Documentation” means any user manuals, help files, technical information, materials, or other documentation, in

whatever form, which are provided by us and made available to you for use of F5 Services, as updated by us from

time to time.

1.11.

“DPA” means the data protection addendum at https://www.f5.com/pdf/customer-support/eusa-dpa.pdf (as may

be updated).

1.12.

“End Users” means your end user clients or customers who visit a website or mobile application owned or operated

by you.

1.13.

“F5” means (a) F5 Networks Ltd. if your primary place of business is located in Europe, the Middle East or Africa

(“EMEA”); (b) F5 Networks Singapore Pte Ltd if your primary place of business is located in the Asia-Pacific region

(“APAC”); or (c) F5, Inc. if your primary place of business is located in a region outside of EMEA or APAC

1.14.

“F5 Services” means, collectively, the SaaS Offerings, any hardware, any Software, and SDKs (defined in Section 2.5),

provided by us to you, as set forth in your Order and as further described in the Service Policies.

1.15.

“Feedback” means any ideas for suggested improvements, modifications, or other feedback about the F5 Services.

1.16.

“Flex Consumption Program” means a multi-year consumption subscription for F5 product offerings as governed by

the corresponding program terms located at https://www.f5.com/pdf/customer-support/program-terms.pdf

(“Program Terms”), or such other agreement between you and us. Flex Consumption Program subscriptions are not

available for all F5 Services.

1.17.

“Free Services” means F5 Services that we make available to you free of charge. Free Services exclude Trials as well

as F5 Services that are available for purchase under an Order.

1.18.

“Intellectual Property Right(s)” means any and all registered and unregistered rights granted, applied for, or

otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database

protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in

any part of the world.

1.19.

“Object Code” means a form of software in a language that a computer can execute directly but is not generally

readable by humans without reverse assembly, reverse compiling or reverse engineering.

1.20.

“Open Source Software” means any software that is distributed as “free software” or “open source software” or is

otherwise distributed under distribution models that (i) require the licensing or distribution of Source Code to

licensees, (ii) prohibit or limit the receipt of consideration in connection with sublicensing or distributing any

software, (iii) except as specifically permitted by applicable law, allow any licensee to decompile, disassemble or

otherwise reverse-engineer any software, or (iv) require the licensing of any software to any other licensee for the

purpose of making derivative works (including, but not limited to, software that is licensed under any version of the

GNU Affero General Public License, the GNU General Public License, the GNU Lesser General Public License, the

Mozilla Public License, or the Common Public License).

1.21.

“Order” means any ordering document or online order that identifies the F5 Services and/or services licensed or sold

and any applicable subscription or licensing parameters and is subject to this Agreement.

1.22.

“Portal” means the applicable F5 portal site through which you can access and update your Account.

1.23.

“SaaS Offerings” means the cloud service offerings provided to you by us under this Agreement, as set forth in each

Order and as further described in the Service Policies. SaaS Offerings includes the applicable Customer Dashboard.

1.24.

“Security Addendum” means the security addendum at https://www.f5.com/pdf/customer-support/f5-security-

exhibit.pdf (as may be updated by us from time to time).

1.25.

“Service Level Agreement” means, for all SaaS Offerings the service level agreement available at

http://www.f5.com/pdf/customer-support/eusa-sla.pdf

(or any successor or related locations designated by us), as

it may be updated by us from time to time.

1.26.

“Service Policies” means the Acceptable Use Policy, Service-Specific Terms, DPA, Service Level Agreement, Security

Addendum, Documentation and any other policy or terms referenced in or incorporated into this Agreement.

1.27.

“Service-Specific Terms” means the additional terms and conditions applicable to specific F5 Services and any

additional terms and conditions applicable thereto available at https://www.f5.com/pdf/customer-support/eusa-

sst.pdf (or any successor or related locations designated by us), as they may be updated from time to time.

1.28.

“Software” means the object code version of F5’s or its licensors’ proprietary computer programs made available by

F5 for download by Customer (including for use in connection with any SaaS Offerings), including any Updates.

1.29.

“Source Code” means software in a human-readable format.

1.30.

“Support Services” means the support services provided by us in accordance with our then-current support policy.

1.31.

“Third-Party Applications” means certain third-party products, services or software that are not owned or operated

by F5.

1.32.

“Updates” means any correction, update, upgrade, patch, or other modification or addition made by us or our

licensors to specific Software.

1.33.

“Usage Data” means information about your access and use of the F5 Services, including but not limited to usage

and performance information.

1.34.

"Usage Metrics" means any user, account, device, or other product-specific licensed capacity or usage metrics for

the applicable F5 Services.

1.35.

“Users” means individuals authorized by you to access the F5 Services on your behalf. Users may include, for example,

your and your Affiliates’ authorized employees, consultants, contractors, agents, and third parties with which you do

business.

Proprietary Rights.

2.1.

Rights and Licenses Granted to Customer.

2.1.1 SaaS Offerings, Documentation, Software. Subject to the terms and conditions of this Agreement, any

applicable Orders, and the Service Policies, during the applicable Service Term (defined below), we grant you

a limited, revocable, non-exclusive, non-transferable, non-sublicensable (a) right to access and use the SaaS

Offerings and Documentation, and (b) license to install and use any Software, all of which solely in connection

with your internal business purposes. You may permit your Affiliates to use the F5 Services; provided that (i)

you warrant that you have the ability to bind such Affiliates under this Agreement; (ii) you are fully liable and

responsible for all acts and omissions of such Affiliates under this Agreement; (iii) we consent to the usage

by such Affiliate in writing; and (iv) if an Affiliate that is permitted to use the F5 Services ceases to be your

Affiliate, you will promptly provide written notice to us and we may terminate the F5 Services with respect

to such Affiliate. You may not copy or translate the Documentation without our prior written consent.

2.1.2 Hardware. If

the F5 Services include hardware, we will provide you the right to use such hardware in

accordance with the terms of this Agreement and the applicable Service-Specific Terms. Fees for hardware

are in addition to any applicable subscription fees.

2.2.

Reservation of Rights. We and our suppliers and licensors retain all right, title and interest in and to the F5 Services

and any software or other technology used by us in the provision of the F5 Services and all modifications and

derivative works thereof; all trademarks, names, logos; and all Documentation for the F5 Services, including without

limitation, all rights to patent, copyright, trade secret and other Intellectual Property Rights. Other than as specifically

described in Section 2.1, you have no right under the Agreement to any of the F5 Services, Documentation, or to any

of our trademarks, patents, copyrights, or other Intellectual Property Rights. We retain all rights not granted herein.

This includes any information we collect from your use of the F5 Services, including Aggregated Data or Usage Data.

Subject to the foregoing, you retain all rights to Customer Data.

2.3.

Feedback. If you provide us with any Feedback, we may use, disclose, or otherwise exploit such Feedback without

restriction or further obligation to you.

2.4.

Support Services. During the Term, we will provide Support Services to you in accordance with our then-current

support policy, and as identified in an Order. In the event that the level of support is not identified in the Order, we

will provide the basic level of support that is available for the applicable F5 Service. We may update or modify our

support policy at any time, but any updates or modifications to the Support Services will not materially diminish our

responsibilities under the support policy during the Term.

2.5.

Software Development Kit License. If, in connection with your use of applicable F5 Services, we provide access to

our proprietary software development kits (“SDK”), the following terms will apply.

2.5.1 Development License. Subject to the terms and conditions of this Agreement, we grant to you a limited, non-

exclusive, royalty-free, non-sublicensable, non-transferable, license to reproduce the Source Code for the

SDK solely for (i) your own internal use, and (ii) the purpose of compiling such Source Code into Object Code

for distribution to third parties under Section 2.5.2 below.

2.5.2 D

istribution License. Subject to the terms and conditions set forth herein, we grant to you a limited, non-

exclusive, royalty-free, non-sublicensable, non-transferable, license to (i) compile the Source Code of the SDK

into Object Code, and (ii) reproduce and distribute such Object Code solely as part of, and solely as integrated

into, a mobile application and solely for your internal business purposes.

2.5.3 D

istribution Agreements. Any distribution of Object Code by you under Section 2.5.2 above must be under

the terms of distribution agreements and end user agreements containing the following minimum terms: (i)

a provision that prohibits title to the distributed Object Code from passing to the end user or any third party;

(ii) a provision that prohibits transfer or duplication (except for back-up and archival copies) of the distributed

Object Code; and (iii) a provision that prohibits causing or permitting the reverse engineering, disassembly,

decompiling or any other attempt to derive Source Code of the distributed Object Code, except to the extent

the laws of the end user’s jurisdiction give the end user the right to do so to obtain information necessary to

render the applicable Object Code interoperable with other software or hardware. You will enforce each such

agreement with at least the same degree of diligence that you use to enforce similar agreements for other

products or services, but in no event with less than reasonable effort. You will not (and will not authorize or

knowingly permit any third party to) identify us as the source of any software contained in any of your

applications.

2.5.4 Open Source Software. You and your Affiliates will not (and will not authorize or permit any third party to)

incorporate any Open Source Software into, or link (statically or dynamically) any Open Source Software with,

any of your mobile applications into which any portion of the SDK is integrated in a manner that that would

permit, require or result in: (i) the disclosure or distribution of any portion of the SDK in Source Code or

Object Code form; (ii) the license or other provision of any portion of the SDK on a royalty-free basis or under

the terms of any Open Source Software license, including any such open source license terms that would

supersede or conflict with the license terms of the SDK; (iii) the grant of any right to modify, make derivative

works based on, decompile, disassemble or reverse engineer any portion of the SDK; or (iv) the grant of any

right or license under any patent owned, held, enforceable or licensable by us or any of our affiliated

companies or with respect to which we or any of our affiliated companies controls any rights of enforcement.

You and your Affiliates are solely responsible for compliance with any applicable open source license terms

of any Open Source Software that you incorporate into and link with any of your mobile applications into

which any portion of the SDK is incorporated.

2.5.5 S

ource Code Restrictions. You will not (and will not authorize or knowingly permit any third party to): (i)

disclose all or any portion of the Source Code for the SDK or related Documentation to anyone other than

your employees on a need-to-know basis solely for purposes authorized under this Agreement, provided such

employees are expressly bound by the nondisclosure obligations equally as protective as those in this

Agreement; (ii) reproduce all or any portion of the Source Code for the SDK, in any form or medium, except

as necessary for exercising your rights under this Agreement; (iii) allow hard copy printouts of any portion of

the Source Code for the SDK to exist except within secured locations; (iv) allow soft copy versions of any

portion of the Source Code for the SDK to reside on computers or networks unless such computers or

networks are password protected (with such passwords only being made available to such employees); or (v)

use any portion of the Source Code for the SDK for any purpose not specifically authorized in this Agreement.

You will advise all employees with access to any portion of the Source Code for the SDK of their responsibilities

under this Agreement and their respective individual confidentiality agreement both at the time such

person’s access to the Source Code for the SDK commences, and at the time such access terminates. You will

be responsible for any breach of the requirements in this Section by any of your employees.

2.5.6 Users. You may authorize other Users to access and use the SDK as granted to you hereunder; provided,

however that you will be responsible for all the acts and omissions of such Users as if they were your own

acts or omissions.

2.6.

Trials. We may provide certain F5 Services that are available for purchase under an Order at no charge for evaluation

(each such evaluation, a “Trial”). This Agreement applies to Trials, except for the following different or additional

terms: (i) unless otherwise agreed to in writing by the Parties, the term for a Trial is 30 days, which may be extended

upon our written consent; (ii) Trials are provided “as is”, without warranty of any kind, and we disclaim all warranties,

indemnities, and all other liabilities for Trials; (iii) the term for a Trial shall commence on the date that we enable you

to access the F5 Services that are the subject of the Trial; (iv) you are not entitled to any support and maintenance

services or any updates for a Trial; and (vi) either Party can terminate a Trial subscription upon five days’ written

notice to the other Party. In the event of a conflict between this Section and any other portion of this Agreement,

this Section shall control.

2.7.

Free Services

. We may make Free Services available to you. Use of Free Services is subject to the terms of this

Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section

shall control. Free Services are provided to you without charge up to certain limits as described in the Service

Policies. Usage over these limits requires your purchase of additional resources or services. You agree that we, in

our sole discretion and for any or no reason, may terminate your access to the Free Services or any part thereof

and delete or destroy any Customer Data associated with Free Services. You agree that any termination of your

access to the Free Services and/or deletion or destruction of Customer Data may be without prior notice, and you

agree that we will not be liable to you or any third party for such termination and/or deletion or destruction. THE

FREE SERVICES AND ANY OUTPUT GENERATED THEREFROM ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY

AND WE DISCLAIM ALL WARRANTIES AND SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF

ANY TYPE WITH RESPECT TO THE FREE SERVICES OR ANY OUTPUT GENERATED THEREFROM UNLESS SUCH

EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE F5’s LIABILITY WITH

RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $100.00. The foregoing provisions of this subsection shall

also apply to F5 Services that are designated by us as “Preview”, “Beta”, “Early Access”, “Early Release”, or

“Limited Access” (“

Preview Services

”). Unless otherwise specified in such Service Policies applicable to such

Preview Services, you shall use such Preview Services only for your internal demonstration, test, or evaluation

purposes and not in a production environment.

2.8.

Terms Applicable to Data.

2.8.1 Customer Data. You hereby grant us a non-exclusive right and license to use the Customer Data in connection

with any F5 Service to which you subscribe to provide the F5 Services purchased by you. You represent and

warrant that you have the right to disclose and provide to us any data provided through your use of and

access to the F5 Services, and that no Customer Data will violate or infringe upon the rights of any third party.

2.8.2 You acknowledge and agree that certain of the F5 Services may rely on timely submission of complete and

accurate Customer Data and you will submit all required Customer Data as specified in an Order, the Service-

Specific Terms or Documentation.

2.8.3 Usage Data. In connection with the F5 Services, we may collect Usage Data. We may use Usage Data to

operate our business, including to support your Account and support, improve, and enhance the F5 Services.

2.8.4 Aggregated Data. We may use Aggregated Data derived from the F5 Services to support and improve our

products and services, including in the development of new features, products, tools, and content, and for

other commercial purposes.

2.9.

Third-Party Applications. The F5 Services may allow you to connect to and/or integrate certain Third-Party

Applications. The access and use of such Third-Party Applications in connection with the F5 Services is governed

solely by the license agreement between the applicable third party and you governing your use of such Third-Party

Applications, and F5 does not endorse, is not responsible for, and makes no representations as to such Third-Party

Applications. We are not liable for any damage or loss caused or alleged to be caused by or in connection with the

access or use of any such Third-Party Applications.

2.10.

Open Source Components

. Certain of the F5 Services distributed to you may contain open source software

Open Source Components

") licensed under the terms of the applicable open source licenses (“

Open Source

Licenses

”). You are bound by and must comply with the Open Source Licenses. A listing of the Open Source

Components and links to the Open Source Licenses is included in the Documentation. If the terms of the Open

Source Licenses require us to make available the corresponding source code and/or modifications (the "

Open

Source Code

"), you may obtain the Open Source Code by sending a written request to us at the notice address

specified in this Agreement. All requests should identify the requested Open Source Code, the applicable F5

Services (and any available version information) licensed from us in connection with the requested Open Source

Code, your name, email address, and the postal address for delivery of the requested Open Source Code. You

must request a copy of the Open Source Code within three (3) years of the date you initially accessed or used the

applicable F5 Services.

Your Obligations.

3.1.

Use Restrictions. You are responsible for all activities conducted by you and your Users with respect to the F5 Services,

including violations of this Agreement and any Service Policies by any of your Users. You shall use the F5 Services

strictly in compliance with this Agreement, the applicable Orders, Service-Specific Terms, Service Policies, and all

applicable laws and shall not directly or indirectly: (a) copy, modify, or create derivative works of the F5 Services, any

software component of the F5 Services, or Documentation; (b) rent, lease, lend, sell, license, sublicense, assign,

distribute, publish, transfer, or otherwise make available the F5 Services or Documentation except as expressly

permitted under this Agreement; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt

to derive or gain access to any software component of the F5 Services; (d) remove any proprietary notices from the

F5 Services or Documentation; (e) disassemble any hardware made available to you as part of the F5 Services; (f) use

the F5 Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise

violates any Intellectual Property Right or other right of any person, or that violates any applicable laws; (g) access or

use the F5 Services or Documentation for purposes of competitive analysis thereof or the development, provision or

use of a competing software service or product; (h) hack, manipulate, interfere with, disrupt, disable or circumvent

the F5 Services, including, but not limited to, the security, integrity or performance of the F5 Services or otherwise

attempt to gain unauthorized access to the F5 Services; or (i) take any action that imposes an unreasonably large

load or excessive traffic demands on the F5 Services.

3.2.

Acceptable Use Policy. You will use the F5 Services solely in accordance with the Acceptable Use Policy, and you

agree that any breach of the Acceptable Use Policy shall be deemed an impermissible use of the F5 Services and

constitute a material breach of this Agreement by you. You will use reasonable efforts to cooperate with us to resolve

any such breach.

3.3.

Suspension; Discontinuation. We reserve the right to suspend or limit your access to F5 Services if: (a) we reasonably

believe you have violated or are about to violate the Acceptable Use Policy; (b) you have not paid the applicable fees

for the F5 Services; (c) you are in material breach of any of the terms of the Agreement or the Service Policies; (d)

we reasonably believe your use of the F5 Services poses a risk to us, the F5 Services, our other customers or third

parties; or (e) you are using the F5 Services or our intellectual property for fraudulent or illegal activities. We will use

commercially reasonable efforts to (x) provide you with written notice of any suspension of or limitation on your

access (which may be no notice at all) and (y) resume providing access to the F5 Services as soon as reasonably

possible after the event giving rise to the suspension or limitation is cured. We will have no liability for any damage,

liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a

suspension or limitation imposed in accordance with this Section 3.3. We reserve the right to discontinue any or all

of the F5 Services or change or remove functionality of any or all of the F5 Services from time to time. We will notify

you of any discontinuation of the F5 Services to which you are subscribed.

Ordering; Fees and Payment.

4.1.

Ordering. You shall order the desired F5 Services either directly with us or through an Authorized Distribution Partner

using the ordering process described for each such F5 Service in the Service-Specific Terms. If you have purchased a

Flex Consumption Program subscription you may be subject to specific ordering, reporting and payment terms

contained in the Program Terms. If you purchase an F5 Service through an Authorized Distribution Partner, the terms

of this Agreement will apply except for any terms related to pricing, payment, Service Term, or Taxes. Such terms

will be negotiated solely by and between you and such Authorized Distribution Partner.

4.2.

Fees and Payment Terms.

4.2.1 Taxes. You are responsible for any fees, taxes, duties, withholdings, and other assessments based on your

purchase of the F5 Services (not including those taxes based on our net income or those taxes for which you

have provided a valid certificate confirming you are exempt).

4.2.2 Fees. Wh

ere applicable, fees are based on your specific usage of the F5 Services (e.g., for our cloud services

SaaS Offerings). Notwithstanding the foregoing, the amount of fees for F5 Services will be set forth in each

Order or the documentation for the applicable F5 Service. Unless specified in an Order, all fees will be billed

in United States dollars. Specific payment terms for each SaaS Offering are set forth in the Service-Specific

Terms for such SaaS Offering. Unless you have purchased a SaaS Offering with a committed fee structure

for a specified period, we may adjust the fees applicable to any SaaS Offering by providing notice to you

(which may be by publication within the Portal). Any adjustments to the F5 Services fees will not be effective

until at least thirty (30) days after we provide notice to you.

4.2.3 Payment via Cloud Provider. If you order a SaaS Offering through a cloud computing or similar environment

provider (“Cloud Provider”), you will pay all usage or subscription fees plus any applicable sales and/or use

taxes or other charges directly to the Cloud Provider. If you are required to pay any taxes based on any SaaS

Offering subscriptions, you will pay such taxes with no reduction or offset in the amounts payable to the

Cloud Provider.

4.2.4 Payment via Credit Card. If you provided us with credit card information for payments of amounts owed,

you authorize us to immediately charge when due all fees, including all applicable sales or taxes or other

charges, to the card number you provided. If you pay any fees with a credit card, we may seek pre-

authorization of your credit card account prior to your purchase to verify that the credit card is valid and

has the necessary funds or credit available to cover your purchase. You authorize us to periodically charge

until cancellation or termination of either the recurring payments or your account, all fees when due. Any

recurring subscription payments will continue unless and until cancelled by you.

4.2.5 Usage Metrics. C

ertain F5 Services may be subject to Usage Metrics, as specified in an Order, the

Documentation, or the Service-Specific Terms. Upon written request from us, you will: (a) certify in writing

compliance with the applicable Usage Metrics (for example, by providing written evidence of the number

of user accounts being monitored by the F5 Services); and/or (b) provide us reasonable access to your usage

records and/or other internal logs, solely for the purpose of validating your compliance with the applicable

Usage Metrics. If your use of the F5 Services exceeds the applicable Usage Metrics (“Excess Usage”), the

Parties may work together to reduce such usage so that it conforms to applicable limits. If you are unable

or unwilling to abide by any Usage Metrics, you will execute an Order for additional quantities of the

applicable F5 Services promptly upon our request in order to become compliant with such Usage Metrics.

You will be liable for fees associated with any Excess Usage determined in accordance with this Section.

4.2.6 Payment Terms. All Fees will be invoiced as set forth on your Order, and (i) payment terms are net 30 from

the date of invoice; (ii) all fees are non-refundable; and (iii) suspension or termination of the F5 Services

shall not relieve you of any payment obligations.

4.2.7 Credit Terms. We reserve the right to set your credit terms in our sole discretion. If you are not extended

credit by us, you must pay us all fees in advance of commencement of the F5 Services. If we grant you credit

terms, then all invoices are due and payable within thirty (30) days following receipt of our invoice. We may

change your credit terms on written notice to you.

4.2.8 Billing Disputes. In the event that you, in good faith, dispute any amount charged or invoiced hereunder,

you will provide written notice of such dispute, which must be reported to us within thirty (30) days

following receipt of invoice or the applicable statement, provided that in no event shall you withhold any

fees not subject to a good faith dispute. Billing disputes do not constitute a material breach.

4.2.9 Late Payments. Payment of fees not received when due, or that are refused by your credit card or bank,

shall be subject to a late charge at a rate equal to the lesser of 1.5% per month (18% per annum) or the

highest rate permitted by law, plus all bank charges and costs of collection (including attorneys’ fees). In the

event that late payments are not paid in full within thirty (30) days following notice of delinquency, we may

terminate or suspend your access to the F5 Services pursuant to Section 3.3 of this Agreement.

Term and Termination.

5.1.

Term.

5.1.1 Agreement Term. The term of this Agreement will commence on the Effective Date and will continue until

terminated in accordance with the terms herein (the “Term”).

5.1.2 Service Term. The term for any F5 Services provided hereunder shall either be (i) for pre-paid F5 Services,

the term as applicable for the F5 Services ordered and paid for by you pursuant to an Order; (ii) for

consumption-based F5 Services, the period of time in which you use such SaaS Offering; or (iii) for Flex

Consumption Program subscriptions, the term as indicated in your F5 issued quote or other agreement with

us ((i), (ii) or (iii), as applicable, the “Service Term”), unless earlier terminated pursuant to the terms of this

Agreement.

5.2.

Termination. This Agreement or any applicable Service Term may be terminated by either party (a) upon thirty (30)

days prior written notice in the event of a material breach of this Agreement or the applicable Service Policies by the

other party which is not cured within such thirty (30) day period; (b) immediately upon written notice if either party

materially breaches a provision of this Agreement that cannot be cured; (c) immediately upon written notice if the

other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or

comparable insolvency proceeding, or if any such insolvency proceeding is instituted against the other (and not

dismissed within 120 days); or (d) if there are no Orders then in effect and effective 10 days’ after receipt of written

notice by the non-terminating Party. The foregoing termination rights are in addition to your termination rights set

forth in Section 8.2.2.

5.3.

Effect of Termination.

5.3.1 Termination of the Agreement. Upon termination of this Agreement, (a) all Service Terms then in effect and

the rights granted to you under the Agreement will immediately terminate, (b) all fees owed by you to us

are immediately due upon receipt of a final invoice, (c) you will immediately cease use of all F5 Services, and

(d) you will delete or destroy any Documentation in your possession or control, delete any Software or SDKs

in your possession or control, and return or destroy any F5-owned Hardware in your possession or control.

5.3.2 T

ermination of Service Terms. Upon termination of any Service Term, the license, access and use rights

granted to you in such F5 Services shall immediately terminate, and you will immediately cease use of the

applicable F5 Services.

5.3.3 Survival. U

pon termination of this Agreement, the Parties’ obligations under Sections 2.2 (Reservation of

Rights); 2.3 (Feedback); 3.1 (Use Restrictions); 4.2 (Fees and Payment Terms); 5.3.1 (Termination of the

Agreement); 5.3.3 (Survival); 6 (Confidentiality); 8 (Warranties and Disclaimers); 9 (Limitation of Liability);

10 (Indemnification); and 11 (Miscellaneous) will survive.

5.3.4 Continuance of Activities. If, despite the expiration or termination of this Agreement or a Service Term, the

parties for a period of time continue to do business with each other, the terms of this Agreement will

continue to govern the relationship between the parties operating in good faith, unless otherwise expressly

agreed in writing, and except that the relationship may be terminated unilaterally by either party upon thirty

(30) days’ prior written notice the other. Customer shall pay F5 for F5’s provision of F5 Services during such

period of time on a month-to-month basis, with the monthly fee charged equivalent to the average monthly

fee paid by Customer under the applicable Order for which the Service Term has expired or been terminated.

Confidentiality.

6.1.

Definition. Each Party agrees that the business, technical, financial and other information, including without

limitation, all software, Source Code, Documentation, inventions, algorithms, techniques, methodologies,

schematics, know-how, analyses, trade secrets, technical data, strategic planning, marketing data, databases,

drawings, models, performance information and ideas and the terms and conditions of this Agreement, that is either

designated in writing as confidential, or by the nature of the circumstances a reasonable person would treat as

confidential, shall be the confidential property of the disclosing party and its licensors (“Confidential Information”).

Confidential Information does not include information that (a) is previously rightfully known to the receiving party

without restriction on disclosure, (b) is or becomes known to the general public, through no act or omission on the

part of the receiving party, (c) is disclosed to the receiving party by a third party without breach of any separate

nondisclosure obligation, or (d) is independently developed by the receiving party without use of or reference to the

Confidential Information of the disclosing party.

6.2.

Confidentiality Obligations. Each Party agrees to protect the Confidential Information of the other Party in the same

manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no

event using less than a reasonable standard of care. A party shall not: (a) disclose or use any Confidential Information

of the other Party for any purpose outside the scope of this Agreement, except with the disclosing party’s prior

written permission, or (b) disclose or make the other party’s Confidential Information available to any party, except

those of its Affiliates, employees, contractors, and agents that have signed or accepted an agreement containing

disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to

carry out the purpose of this Agreement. If a party is compelled by law to disclose Confidential Information of the

other party, it shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable

assistance, at the other party's cost, if the other party wishes to contest the disclosure. Due to the unique nature of

the parties’ Confidential Information disclosed hereunder, there can be no adequate remedy at law for a party’s

breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party.

Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive and

other appropriate equitable relief in addition to any other remedies available to it.

Security and Privacy.

7.1.

Security. We will maintain a security program materially in accordance with industry standards that is designed to

(i) ensure the security and integrity of Customer Data and personal data uploaded by you or on your behalf to the F5

Services; (ii) protect against threats or hazards to the security or integrity of Customer Data and personal data; and

(iii) prevent unauthorized access to Customer Data and personal data. In furtherance of the foregoing, we will

maintain the administrative, physical, and technical safeguards to protect the security of Customer Data that are

described in the applicable Documentation. Our security safeguards include measures for preventing access, use,

modification or disclosure of Customer Data and personal data by our personnel except (a) to provide the F5 Services

and prevent or address service or technical problems, (b) as required by applicable law, or (c) as you expressly permit

in writing or under this Agreement.

7.2.

Personal Data and Protected Health Information. You agree that you shall: (a) not disclose any personal data or

other information to us, if such disclosure would violate any applicable law, rule or regulation; (b) not request us to

use, disclose or otherwise process personal data or other information in any manner that would not be permissible

under any applicable law, rule or regulation, if such use or disclosure or other processing were done by us; and (c)

disclose to us only the minimum amount of personal data reasonably necessary for us to provide the F5 Services

under the Agreement; and (d) not share any information that would fall within the definition of ‘Protected health

information’ under the Health Insurance Portability and Accountability Act, 1996, unless an appropriate business

associate agreement is executed. You will obtain any consents and provide any notices that are legally required for

your use of the F5 Services.

7.3.

Security Assessment. At your written request, but no more than once in any twelve (12) month period, we will (a)

submit written responses to reasonable questions regarding our privacy and information security practices that apply

to Customer Data; and (b) upon thirty (30) days advance written notice, permit you reasonable access to our security

personnel to conduct interviews regarding a privacy and security assessment of our procedures as they relate to the

integrity of your data and to the systems that support and transmit Customer Data. You will be solely responsible for

all costs and expenses (including our costs and expenses) related to the exercise of your rights in this Section 7.3.

7.4.

Restrictions. Notwithstanding any other provision in this Agreement, we shall not be required to provide (a) physical

or network access to our security systems, (b) documentation to provide evidence of compliance other than

applicable attestations of compliance, (c) our costs of providing the F5 Services, (d) any results of security

vulnerability assessments; (e) any information to the extent that providing such information is a violation by us of

applicable laws or regulations; confidentiality obligations to our customers; or security certifications; or if such

disclosure would hinder law enforcement’s investigation into a security event or any trade secret of F5.

7.5.

Additional Security and Privacy Terms. The Service-Specific Terms may contain additional detail relevant to security

and privacy.

Warranties and Disclaimers.

8.1.

Your Representations and Warranties. You hereby warrant, represent and covenant that (a) in your performance

under the Agreement and use of the F5 Services, you will comply with all applicable laws and will not infringe the

proprietary rights or privacy rights of any third parties; (b) you will and have provided accurate, current and complete

information in connection with your Account and you will maintain and promptly update your Account information

to keep it accurate, current and complete; and (c) you will maintain the security of your username(s) and password(s).

You will promptly notify us if you discover or otherwise suspect any unauthorized access to your Account or the F5

Services, including any unauthorized use or disclosure of your Customer Data. You represent that the individuals and

your Affiliates using the F5 Services under your Account act with full authority of the Account owner.

8.2.

Our Warranties.

8.2.1 SaaS Offerings. We hereby warrant that we will provide the SaaS Offerings in a manner that

substantially conforms to the Documentation for the applicable SaaS Offerings. This warranty shall not extend

to non-conformance that results from: (a) your breach of the Service Policies or other use of the SaaS Offerings

in violation of the Agreement or not in accordance with the Documentation; (b) a Force Majeure Event (as

defined below); (c) your software or other software, hardware, services, or products not provided by us; or (d)

your use of self-service functionality to administer, direct, configure or control the operation and functioning of

the F5 Services.

8.2.2 R

emedy. For any SaaS Offerings not in conformance with Section 8.2.1, your sole and exclusive

remedy shall be that we will correct the non-conformity or, if we fail to correct the non-conformity within 30

days after receiving written notice from you, or such other time period as may be mutually agreed upon by the

parties, you may terminate the Service Term for the affected SaaS Offering. In the event that you terminate the

Service Term pursuant to this Section 8.2.2 we will promptly issue you a refund for the pro-rata amount of any

unused fees prepaid by you for such terminated SaaS Offering, calculated from the effective date of termination.

The foregoing states your exclusive remedy, and our sole liability arising in connection with the limited

warranties herein. The access to and use of the SaaS Offerings granted hereunder do not replace the need for

you to maintain regular data backups or redundant data archives. WE HAVE NO OBLIGATION OR LIABILITY FOR

ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF YOUR DATA.

8.3.

Hardware Warranty. If the F5 Services purchased by you under this Agreement include hardware, any warranties

connection with such hardware will be set forth in the applicable Service-Specific Terms.

8.4.

Disclaimer of Additional Warranties. EXCEPT AS OTHERWISE STATED HEREIN, THE F5 SERVICES AND ANY DATA

PROVIDED AS A RESULT OF THE F5 SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND NEITHER WE, OUR LICENSORS,

NOR OUR SUPPLIERS MAKE ANY OTHER WARRANTIES, AND HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS,

IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS OR RELIABILITY, REGARDING THE USE AND RESULTS OF

THE F5 SERVICES OR ANY DATA PROVIDED AS A RESULT OF THE F5 SERVICES, OR THAT USE OF THE F5 SERVICES WILL

BE UNINTERRUPTED, SECURE OR ERROR-FREE OR FREE OF HARMFUL COMPONENTS, AND ALL WARRANTIES ARISING

OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE. IN ADDITION, WE DO NOT

WARRANT OR GUARANTEE THE F5 SERVICES WILL DETECT ALL POSSIBLE ATTACKS AND/OR THREATS. WE

RECOMMEND ALL CUSTOMERS MAINTAIN APPROPRIATE SECURITY CONTROLS ON THEIR ORIGIN SERVER(S). YOU

ASSUME ALL RISK OF USE WITH SECURITY POLICES, INCLUDING APPLICATION UNAVAILABILITY FOR END USERS DUE

TO ADVANCED BLOCKING POLICIES.

8.5.

Limitations. YOU RECOGNIZE THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS THAT ARE

SEPARATELY OWNED AND THEREFORE ARE NOT SUBJECT TO OUR CONTROL (SUCH NETWORKS, “NON-CONTROLLED

NETWORKS”). MALFUNCTION OR CESSATION OF INTERNET SAAS OFFERINGS BY INTERNET SERVICE PROVIDERS OR

OF ANY NON-CONTROLLED NETWORKS THAT FORM THE INTERNET MAY MAKE THE F5 SERVICES TEMPORARILY OR

PERMANENTLY UNAVAILABLE. YOU AGREE THAT WE SHALL NOT HAVE ANY LIABILITY WHATSOEVER WHEN THE F5

SERVICES ARE TEMPORARILY OR PERMANENTLY UNAVAILABLE DUE TO NON-AVAILABILITY OF NON-CONTROLLED

NETWORKS INCLUDING DUE TO THE MALFUNCTION OR CESSATION OF INTERNET SERVICES BY NON-CONTROLLED

NETWORK(S) OR INTERNET SERVICE PROVIDERS NOT SUBJECT TO OUR CONTROL, OR DUE TO ANY ACCIDENT OR BY

YOU. WE SHALL NOT BE LIABLE TO YOU FOR ANY BREACH OF SECURITY ON YOUR NETWORK, SYSTEM OR

EQUIPMENT, OR FOR ANY LOSS OR THEFT OF INFORMATION TRANSMITTED OVER THE INTERNET OR STORED ON

COMPUTERS DIRECTLY CONNECTED TO THE INTERNET EXCEPT WHERE SUCH BREACH, LOSS OR THEFT IS CAUSED BY

OUR WILFUL MISCONDUCT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL

PURPOSE OF ANY LIMITED REMEDY.

Limitation of Liability.

9.1.

Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS (I) WILL HAVE ANY LIABILITY OR OBLIGATION,

WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED

NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY), OR OTHERWISE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL,

INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF USE, DAMAGE TO, LOSS, OR CORRUPTION OF DATA

(WHETHER DIRECT OR INDIRECT, AND WHETHER OR NOT CONSTITUTING TANGIBLE PROPERTY DAMAGE), LOSS OF

REPUTATION, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS, LOST PROFITS, COST OF

PROCUREMENT OF SUBSTITUTE GOODS, ANTICIPATED SAVINGS, OR OTHER FINANCIAL LOSS ARISING IN CONNECTION

WITH THE F5 SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) WILL BE RESPONSIBLE FOR

ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE

THE F5 SERVICES; OR (B) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION,

DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER DATA OR OTHER DATA. SUBJECT TO THE FOREGOING, LIABILITY

OF US AND OUR LICENSORS UNDER THIS AGREEMENT (INCLUDING ALL ORDERS) WILL NOT EXCEED (1) THE AMOUNT

PAID OR PAYABLE FOR THE F5 SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS

IMMEDIATELY BEFORE THE INCIDENT GIVING RISE TO THE LIABILITY, OR (2) ONE HUNDRED DOLLARS ($100.00) IF YOU

HAVE PAID NO FEES TO US FOR THE F5 SERVICES THAT GAVE RISE TO THE CLAIM HEREUNDER. THE LIMITATIONS

CONTAINED IN THIS SECTION WILL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY

LIMITED REMEDY PROVIDED UNDER ANY TERM OF THE AGREEMENT, AND ONLY TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW.

Indemnification.

10.1.

Our Indemnification. Subject to Section 10.1.1 below, we will defend you against any claim, demand, suit, or

proceeding (“Claim”) made or brought against you by an unaffiliated third party arising from or alleging that the use

of the F5 Services as permitted hereunder infringes or misappropriates a valid U.S or European Union patent,

approved by us) in connection with any such Claim. The terms “misappropriate” and “trade secret” are used as

defined in the Uniform Trade Secrets Act, except in case of claims arising under any claim governed by the laws of

any jurisdiction outside the United States, in which case “misappropriation” will mean intentionally unlawful use and

“trade secret” will mean “undisclosed information” as specified in Article 39.2 of the Trade-Related Aspects of

Intellectual Property Rights (TRIPS) agreement.

10.1.1 L

imitations. We will have no liability for any claim of infringement under Section 10.1 based on (a) use

of the F5 Services in combination with equipment, services or software (including Open Source Software) not

supplied by us where the F5 Services would not itself be infringing; (b) F5 Services that have been altered or

modified in any way by anyone other than us or our authorized agents; (c) use of the F5 Services in an application

or environment not described in the Documentation; (d) services, software or technology not developed by us;

(e) supply or use of the F5 Services in any country into which the U.S. has embargoed or restricted the export

f goods or services; (f) supply or use of the F5 Services to or by any person or entity who you know or have

reason to know will utilize the F5 Services or portion thereof in the design, development or production of

nuclear, chemical or biological weapons; or (g) supply of the F5 Services to or use of the F5 Services by any

person or entity who has been prohibited from participating in U.S. export transactions by any federal agency

of the U.S. government including but not limited to anyone on the U.S. Treasury Department’s list of Specially

Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders.

10.1.2 Infringement Remedies. If, in our reasonable opinion, the F5 Services infringe or are likely to infringe, we will

have the right, at our sole option and expense, to (a) obtain for you rights to use the F5 Services, (b) modify

the F5 Services such that they become non-infringing or (c) if the options in clauses (a) or (b) are not

commercially practicable, terminate the applicable Order and provide a credit not to exceed the pro-rata pre-

paid fees paid by you for such F5 Services not delivered. The foregoing, subject to the restrictions set forth in

Section 10.1.1 above, states your exclusive remedy and our exclusive liability concerning infringement.

10.2.

Your Indemnification. You will defend us against any Claim made or brought against us or our Affiliates by an

unaffiliated third party arising from or relating to (a) a breach by you or any of your employees, personnel,

subcontractors, or agents of this Agreement, any license applicable to Third-Party Applications, or the Service

Policies; (b) your use, disclosure or other handling of New Data (as that term is defined in the Service-Specific Terms)

in violation of the Agreement; (c) your breach or violation of any applicable law, rule or regulation; (d) an allegation

of infringement or misappropriation of any third party’s rights, in connection with our use of the Customer Data

under this Agreement; (e) your deployment and/or configuration of any Customer Application; or (f) your gross

negligence, fraudulent misrepresentation or willful misconduct.

10.3.

Indemnification Process. The indemnifying party will pay costs and damages finally awarded against the indemnified

party, or agreed in settlement by the indemnifying party directly attributable to any such Claim, and will bear all

reasonable costs of the investigation and defense of the claim, but only on condition that (a) the indemnified party

notifies the indemnifying party in writing of such claim promptly following receipt of notice; provided that any delay

in providing such notice shall not impact the indemnifying party’s obligations hereunder except to the extent that

the indemnifying party is materially prejudiced by such delay, (b) the indemnifying party has sole control of the

defense and settlement negotiations, (c) the indemnified party provides indemnifying party all non-privileged

information and communications received by the indemnified party concerning such claim and (d) the indemnified

party provides reasonable assistance to the indemnifying party when requested. The indemnified party will have the

right to participate in the defense with counsel of its own choosing at its expense; provided that such representation

does not interfere with indemnifying party’s right to control the defense.

Miscellaneous.

11.1.

Relationship of Parties. The parties are independent contractors in the performance of their obligations under this

Agreement, and nothing contained herein shall be deemed to constitute either party as the agent or representative

of the other party, or both parties as joint venturers or partners for any purpose.

11.2.

Notices. Notices under this Agreement shall be sufficient only if in writing in English and delivered in accordance with

this Section. All notices to us shall be sent to the address(es) of the appropriate F5 entity in the table below by a

major commercial rapid delivery courier service or mailed by certified or registered mail, return receipt requested. All

notices to you shall be sent to the electronic mail address provided to us in the Portal to the attention of your Legal

Department. Notice may also be sent to you by first-class postal mail to the mailing address specified in your Portal.

Either party may change its address by giving the other party written notice in accordance with this Section

11.2. Notwithstanding the foregoing or anything else herein to the contrary, for purposes of any applicable notices

regarding data breaches, security breaches or similar matters, F5 will notify you via the contact information you

have specifically provided to F5 for the purpose of such notifications and/or, as F5 may reasonably determine in

light of the circumstances, the most recent electronic mail address we have on file for you.

F5 entity

Address for Notices:

With a copy to:

F5, Inc. F5, Inc.

Attn: Legal Dept.

801 Fifth Avenue

Seattle, WA 98104 USA

F5 Networks, Ltd. F5 Networks, Ltd.

Attn: Legal Dept.

Chertsey Gate West

43-47 London Street Chertsey

Surrey KT16 8AP

United Kingdom

F5, Inc.

Attn: Legal Dept.

801 Fifth Avenue

Seattle, WA 98104 USA

F5 Networks

Singapore Pte Ltd

F5 Networks Singapore Pte Ltd

Attn: Legal Dept.

5 Temasek Boulevard

#08-01/02/05 Suntec Tower 5

Singapore 038985 Singapore

F5, Inc.

Attn: Legal Dept.

801 Fifth Avenue

Seattle, WA 98104 USA

11.3.

Force Majeure

. If either party is unable to perform any of its obligations under the Agreement or such

performance is delayed, other than payment obligations, due to any cause or event beyond the reasonable

control of such party (a “

Force Majeure Event

”), then such party shall be excused for such delay or non-

performance, as applicable, of those obligations for as long as such Force Majeure Event continues.

11.4.

Export Control

. F5 Services may be subject to export control legal requirements of various countries, including

the laws of the United States. You shall comply with the U.S. Foreign Corrupt Practices Act and all applicable

export laws, restrictions and regulations of the U.S. Department of Commerce, and any other applicable U.S. and

foreign authority. Without limiting the foregoing, (a) you represents that your entity is not named on any U.S.

government list of persons or entities prohibited from receiving exports, (b) you shall not permit access or use of

the F5 Services in violation of any U.S. export embargo, prohibition or restriction, and (c) you shall comply with all

applicable laws regarding the transmission of technical data exported from the United States and the country in

which the F5 Service is located.

11.5.

Government Restricted Rights

. The SaaS Offerings and any other software licensed to you under this Agreement

is “commercial computer software” as that term is described in DFAR 252.227- 7014(a)(1). If acquired by or on

behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial

computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212

(Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors.

If acquired by or on behalf of any agency within the Department of Defense (“

DOD

”), the U.S. Government

acquires this commercial computer software and/or commercial computer software documentation subject to

the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.

11.6.

Assignment; Subcontractors

. You may not assign the Agreement in whole or in part, without our prior written

consent. We may assign the Agreement or any of our rights and obligations under it at any time. Any attempted

assignment or transfer in violation of this Section 11.6 will be void and without effect. Subject to the foregoing,

the Agreement will be binding upon and shall inure to the benefit of the parties and their respective permitted

successors and assigns. We may subcontract to third parties (including but not limited to our Affiliates) parts of

the F5 Services, including but not limited to services related to management and hosting of the F5 Services. We

shall be responsible for breaches of the Agreement caused by any subcontractors used in pursuant to the

foregoing sentence.

11.7.

Governing Law; Dispute Resolution

. This Agreement will be governed and construed in accordance with the

following governing law (“

Governing Law

”) depending on the applicable F5 entity who is a party to this

Agreement, without regard to its choice of law rules, and without regard to the Uniform Computer Information

Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods.

F5 entity

Governing Law

Seat of Arbitration

F5, Inc. The laws of the State of

Washington

Seattle, Washington

F5 Networks, Ltd. The laws of the Republic of Ireland Dublin, Ireland

F5 Networks

Singapore Pte Ltd

The laws of Singapore Singapore

11.7.1 Arbitration. Except for Excluded Claims (defined below), all disputes arising out of or in connection with this

Agreement including any question regarding its formation, existence, validity or termination, shall be finally

settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators

appointed in accordance with the said Rules. Any dispute concerning the scope or applicability of this

agreement to arbitrate shall be finally settled by the arbitrator(s). The seat, or legal place, of arbitration shall

be as set forth in the table above corresponding to the applicable licensing F5 entity. The language of the

arbitration shall be English. The arbitration award shall be final and binding on the parties, and the parties

undertake to carry out any award without delay. Judgment upon the award rendered by the arbitrator(s)

may be entered in any court having jurisdiction thereof. The arbitrator(s) shall award to the prevailing party,

if any, as determined by the arbitrator(s), all of its reasonable costs and fees.

11.7.2 Excluded Claims. “Excluded Claims” means any dispute, claim or action concerning the validity,

enforceability, infringement, misappropriation or violation of our Intellectual Property Rights or those of

our licensors and all such Excluded Claims shall be brought in any court of competent jurisdiction.

11.8.

Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that

provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains

in full force and effect and enforceable.

11.9.

Entire Agreement; Order of Precedence. This Agreement together with all the Service Policies and applicable Orders

hereto, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes

all proposals, understandings, discussions, or prior agreements, whether written or oral, relating to the subject

matter of this Agreement and all past dealing or industry custom. In the event of any conflict or inconsistency

between or among this Agreement or any Orders, Service Policies, or other documents referenced herein, the order

of precedence shall be (i) the applicable Order; (ii) the Service-Specific Terms for the applicable F5 Service; (iii) this

Agreement; and (iv) the Documentation. Nothing contained in any Order or other document submitted by you shall

in any way add to or otherwise modify this Agreement or Service-Specific Terms. The Service Policies may be updated

by us from time to time. If we make a material change to any Service Policy, we will inform you of such changes,

either by posting an update to the Portal, updating the “Last Updated” date on the applicable page, or providing

email notice to you, provided that you have subscribed with us to be notified of such changes.

11.10.

Waiver. No provision of, right or privilege under this Agreement shall be deemed to have been waived by any act,

delay, omission or acquiescence on the part of any party, its agents or employees, but only by an instrument in

writing duly executed by both parties. No waiver by any party of any breach or default of any provision of this

Agreement by the other party shall be effective as to any other breach or default, whether of the same or any other

provision and whether occurring prior to, concurrent with, or subsequent to the date of such waiver.

11.11.

Modification. No modification of this Agreement shall be affected by either party’s use of any order form, purchase

order, acknowledgement, shrinkwrap, boxtop, or clickwrap license, or other form containing additional or different

terms. This Agreement may only be modified by an instrument in writing duly executed by both Parties, making

specific reference to this Agreement and the clause to be modified.

11.12.

No Third-Party Beneficiaries. Nothing in this Agreement, expressed or implied, is intended to confer upon any third

party, any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

11.13.

Interpretation. This Agreement will not be construed in favor of or against any party by reason of the extent to which

any party participated in the preparation of this Agreement.