1. Scope and Acceptance
1.1 Scope and Parties
  • a. These Terms & Conditions apply to the licensing of Gate Products, being standardised prewritten software and digital learning materials delivered electronically by Gate to Customers. These Terms & Conditions were last updated on April 27, 2026.
  • b. As specified in the applicable Product License Quotation (“Quotation”) (and corresponding invoice), “Gate” means either Gate Software Inc (Colorado company with registered office at 8400 E Prentice Ave, Suite 1500, Greenwood Village, Colorado, CO 80111 United States); or Gate Software Ltd (UK company with registered office at Office 2a Innovation House, Molly Millars Close, Wokingham, Berkshire, RG41 2RX, United Kingdom).
  • c. Gate and the Customer may each be referred to as a “Party” and together as the “Parties”.
1.2 Acceptance
  • a. By signing or otherwise expressly accepting a Quotation in writing, the Customer agrees to these Terms & Conditions. These Terms & Conditions, together with the applicable Quotation, constitute a written license agreement between Gate and the Customer.
  • b. In the absence of a signed Quotation, where a written Quotation has been issued by Gate, acceptance of these Terms & Conditions may be evidenced by the Customer issuing a purchase order referencing that Quotation or by accessing or using the Products. Gate may require execution of a signed Quotation or agreement prior to supply in certain circumstances.
1.3 Order of Precedence
  • a. In the event of any conflict or inconsistency between these Terms & Conditions and any legacy agreement, procurement terms, or other customer document, these Terms & Conditions shall prevail, except to the extent that a specific provision is expressly varied in the applicable Quotation or in a written agreement for the relevant License Period.
  • b. For each License Period, these Terms & Conditions and the applicable Quotation constitute the entire agreement between the Parties in respect of the Gate Products licensed for that Period and supersede all prior or contemporaneous agreements, representations, and customer terms relating to those Products. Any terms contained in historic or legacy agreements apply only to the License Period(s) to which they originally related and do not carry forward unless expressly restated in the applicable Quotation or written agreement for the current License Period.
2. Gate Products
2.1 Product Categories

“Gate Products” consist of the following categories, each of which is licensed independently as specified in the applicable Quotation:

  • Core Software Modules
  • Accelerator Tools
  • Learning Tools – ALLOut Consulting Academy
2.2 Core Software Modules:
  • a. consist of standard, prewritten software, delivered electronically;
  • b. are installed and operate within the Customer’s systems, supporting enterprise use across multiple users and systems; and
  • c. include (as updated from time to time) modules for use with the following third-party systems:
  • JD Edwards EnterpriseOne: CombiRoles, RiskReporting, RiskManagement, ProfilePlus, SecurityPlus, MenuPlus.
  • JD Edwards World: SOXLock, StarGroups, Profile+.
  • Oracle database: ALLOut Trace
  • IBMi database: ALLOut Trace
2.3 Accelerator Tools:
  • a. consist of standard, prewritten software tools incorporating structured logic, configuration frameworks, and embedded content, to support analysis, configuration, and reporting within JD Edwards environments;
  • b. are delivered electronically and operate within the Customer’s systems; and
  • c. include (as updated from time to time): SoDMaster, StartOut, UXPlus RiskAlert.
2.4 Learning Tool – the ALLOut Consulting Academy (“the Academy”):
  • a. consists of standardised, pre-recorded digital training content for professional training purposes, delivered via a self-service online platform;
  • b. is capable of being used independently of any licensed software, and includes general educational content relating to JD Edwards systems, governance, and compliance practices, which is not limited to or dependent on the use of other Gate Products; and
  • c. does not provide access to software functionality, automation, system tools, live delivery, or custom deliverables.
2.5 Enterprise Deployment and Use

Core Software Modules and Accelerator Tools are designed for enterprise deployment and high-volume, multi-user use within the Customer’s systems. They are deployed within the Customer’s enterprise systems and infrastructure, including servers, databases, and associated environments used to support concurrent access by multiple users.

2.6 No Bundling
  • a. Each Product may be licensed and used independently of any other Product. Each Product is capable of standalone use and provides substantial independent functionality without the need for any other Product. The use, functionality, and value of each Product do not depend on the purchase or use of any other Product.
  • b. Each Product category is separately priced. Where multiple Products are purchased, each Product constitutes a separate and independent supply for contractual and pricing purposes, unless expressly stated otherwise in the applicable Quotation.
  • c. Customers may license any Product independently, and Gate does not require the purchase of any combination of Products.
  • d. Where Products are used together, any interoperability or combined use does not affect the independent functionality, pricing, or contractual treatment of each Product.
2.7 No Customisation

All Gate Products are standardised products, developed for general use and not customised for individual customers.

2.8 Excluded Services

Any live training workshops, audit-related analysis, or other human-delivered activities are outside the scope of these Terms & Conditions; and, if purchased, are contracted separately under a distinct written agreement.

3. License Grant and Use
3.1 Grant of License

Subject to these Terms & Conditions, Gate grants the Customer a non-exclusive, non-transferable license to use the Gate Products specified in an agreed Quotation. The license is limited to the scope, metrics and License Period specified in the applicable Quotation.

3.2 Core Software Modules
  • a. Licensing is subscription-based, unless expressly identified as perpetual in the applicable Quotation or any legacy agreement. The Customer’s right to use Modules ceases upon expiry or non-renewal of a License Period.
  • a. Where a perpetual license is expressly granted, the Customer is granted a perpetual license to use the version of the Module made available at the time of purchase, subject to these Terms & Conditions. Access to Updates or newer versions is provided only during any active renewal or maintenance period specified in the applicable Quotation.
3.3 Accelerator Tools
  • a. The Customer is granted a perpetual license to use the version of the Tool made available at the time of purchase, subject to these Terms & Conditions. Access to Updates or newer versions is provided only during any active maintenance or renewal period specified in a Quotation.
  • b. Regarding UXPlus Risk Alert: Functionality supports the display of Audit Alert + Review data via JD Edwards UDOs including Watchlists. One View Watchlists can be used where the Customer holds an appropriate Oracle license to “One View Reporting Foundation” (or other applicable Oracle component), which is outside Gate’s responsibility. If the Customer does not hold the required Oracle license, Watchlist integration functionality will not be available. All other UXPlus Risk Alert UDOs (including Pages, Forms, Queries and Cafe1) and functionality (including Change Control & Auditing and Breach & Access Alerting) will continue to operate as standard.
3.4 Learning Tool – the ALLOut Consulting Academy

Access to the Academy is on a subscription basis during the applicable License Period, solely for internal training purposes. Access ceases upon expiry or non-renewal of the License Period.

3.5 Affiliates

“Affiliate” means, with respect to a Party, any entity controlling, controlled by, or under common control with that Party. The Customer may permit its Affiliates to use the Products for the Customer’s internal business purposes, provided that such Affiliates comply with these Terms & Conditions. The Customer remains responsible for all use of the Products by its Affiliates and for compliance with these Terms & Conditions.

3.6 Updates

Gate may release updates, enhancements, and bug fixes (“Updates”) as part of its standard product development process. Access to Updates is provided during any active renewal or maintenance period specified in the applicable Quotation. Updates are made available at Gate’s discretion as part of general product releases and are not provided as customer-specific services.

3.7 License Restrictions and Conditions

The Customer’s rights to use the Products are subject to the following conditions:

  • a. License Nature: The Products are licensed, not sold, and no ownership rights in any Product is transferred to the Customer. The license granted is limited in duration and scope as specified in the applicable Quotation;
  • b. Permitted Use: Use is limited to the Customer’s internal business, trade, or organisational purposes;
  • c. License Validation (SPC Requirement): The Customer may only install, execute, operate, or otherwise use Core Software Modules or Accelerator Tools with a valid Software Protection Code (“SPC”) issued by Gate for the applicable License Period (see Clause 4.2);
  • d. No Transfer or Third-Party Use: The Customer may not transfer, sublicense, distribute, or otherwise make available the Products to any third party, except as expressly permitted for Affiliates under Clause 3.5. The Customer may not use the Products to provide any bureau service, managed service, hosted service, outsourcing service, or other service offering to any third party;
  • e. Copying and Backup: The Customer may not copy, reproduce, or duplicate the Products except for copies strictly necessary for installation and internal use within the licensed environment, together with backup copies and one archival copy. No other copying is permitted. The Customer may not create multiple copies for general distribution, deployment across environments beyond the licensed scope, or for use by unlicensed users. Gate will provide a replacement copy in the event of loss or damage. Any copy of the Products may only be used in accordance with this Section and within the scope of a valid SPC; and
  • f. End of License Obligations: Upon termination, expiry or non-renewal of licensing, the Customer must immediately cease all use of the Products and destroy all copies in its possession or control, except that the Customer may retain ordinary backup or archival copies solely to the extent required by its internal legal, regulatory, or disaster recovery policies, provided such copies cannot be accessed, restored, executed, or used. Upon request, the Customer will certify in writing its compliance. Following expiry or termination, any SPC will no longer be valid, and the Modules will not be operable. For Core Software Modules or Accelerator Tools licensed on a perpetual basis, the Customer may continue to use the version made available at the time of purchase, subject to these Terms and Conditions.
3.8 Renewal

Unless otherwise stated, licenses are granted for a defined License Period and may be renewed for additional periods upon payment of the applicable renewal fees. Renewal fees relate to continued use and access to updates, enhancements, and current versions.

4. Delivery, Access and Support Model
4.1 Delivery

All Gate Products are delivered electronically. No physical media is provided.

  • a. Core Software Modules and Accelerator Tools are downloadable via the Customer Portal. The availability of the software for download does not grant any right to use the Software. All rights of use arise solely upon issuance of a valid SPC.
  • b. The Academy is accessed online via the Customer Portal.
  • c. For clarity, the Customer Portal is provided solely as a distribution and access mechanism and does not constitute a unified platform or integrated service offering.
4.2 Access
  • a. Core Software Modules: Use requires a valid SPC issued by Gate. Gate will provide an SPC to validly licensed Customers for the duration of the License Period and will issue further SPCs upon renewal.
  • i. Each SPC is generated based on system-specific information provided by the Customer and is tied to the relevant licensed environment (e.g., site code or deployment server).
  • ii. Each SPC defines and enforces the licensed scope, including the licensed Products, environment, systems, and where applicable, the number of authorised users or deployments, and the License Period (expiry date), as specified in the Quotation. The SPC technically enforces these limitations such that the software will not operate outside that defined scope. Any use of the software outside that scope is unlicensed. Without a valid SPC, the software will not process data or perform any functional operations.
  • b.Accelerator Tools: Use of the Tools requires a valid SPC issued by Gate. The SPC defines and enforces the licensed scope of the Tools, including the applicable version. Any use of the software outside that scope is unlicensed. Without a valid SPC, the software will not process data or perform any functional operations. Any such controls do not limit the Customer’s perpetual license to use the version of the Tool made available at the time of purchase.
  • c. Academy: Access is limited to authorised users within the Customer’s organisation (based on email address domain), and for the duration of the License Period.
4.3 Data Residency and Operation

Core Software Modules and Accelerator Tools operate solely within the Customer’s own IT environment, and Customer System Data remains within the Customer’s systems. Gate does not host, run, or make available any functionality of the software for remote access on infrastructure controlled by Gate, and does not provide remote access to software functionality. The Customer is solely responsible for the installation, execution, operation, and management of the software within its own systems.

4.4 Product Support Model
  • a. Gate Products are provided as standard, off-the-shelf products. Gate does not provide human-delivered technical support, helpdesk, troubleshooting, implementation, configuration, or other services. All environment-specific activities are performed by the Customer or its chosen third-party service-provider.
  • b. Any reference to “support” refers solely to access to documentation, training materials, and product Updates. All materials, guidance, and information provided by Gate are general in nature and do not constitute consulting, advisory, implementation services, project management, or professional advice. Gate does not provide customer-specific recommendations, system analysis, or configuration advice.
  • c. Where the Customer requires external assistance, Gate may recommend independent service providers from its partner network. Such providers act independently of Gate, and Gate is not responsible for their services, which are contracted separately.
  • d. Gate does not provide any managed service, hosted service, or outsourced operation of the Products.
5. Fees and Product Structure
5.1 Product Structure
  • a. The fees for each Product are as stated in the applicable Quotation. Each Product category is separately priced unless expressly stated otherwise.
  • b. The Quotation will identify each Product category separately, including applicable fees, license terms, and duration. Each line item constitutes a distinct and independent supply. No Product includes or requires any other Product unless expressly stated in the Quotation.
5.2 Payment terms are net 30 days after Customer’s receipt of invoice.
5.3 Tax
  • a. Fees are exclusive of applicable taxes. The Customer is responsible for all sales, use, value added, withholding, or similar taxes, duties, or levies arising from or in connection with the supply or use of the Products, including those based on the Customer’s location, use, tax status, exemption status, or characterization of the Products.
  • b. Where Gate is required by law to collect and remit such taxes, they will be charged to the Customer in addition to the fees. The Customer shall provide any valid exemption or resale certificates or other documentation required to support any claimed exemption; otherwise, Gate may charge applicable taxes.
  • c. The Customer shall be responsible for any taxes, interest, or penalties arising from incorrect or incomplete information provided by the Customer.
5.4 Core Software Modules for JD Edwards E1 only

licensing fees are based on: (i) the number of defined JD Edwards user profiles permitted to sign into the Production environment (minimum of 100), and (ii) Module fees. Users without access to the Production environment (test users) or signing into JD Edwards once or less per month (e.g., self-service) may be excluded. The Customer is responsible for the accuracy of usage data, and will on request provide reasonable verification.

5.5 Core Software Modules for JD Edwards World only

licensing fees are based on: (i) the IBM Program Group(s) of production computer(s)/LPAR(s) and (ii) Module fees. Multiple production computer(s)/LPAR(s) will be licensed separately. An individual license may be transferred to a different computer/LPAR at any time. Test computers and disaster recovery computers are subject to additional fees as defined within the Quotation.

6. Term, Renewal and Termination
6.1 Renewal

Licenses continue for each License Period unless either Party elects not to renew by giving written notice prior to the end of the then-current License Period.

6.2 Effect of Renewal

Renewal of any License Period constitutes acceptance that the Customer’s rights and Gate’s obligations for the new License Period are governed solely by the then-current Terms & Conditions and the applicable Quotation.

6.3 Legacy Agreements

Any obligations, support commitments, deliverables, or representations contained in any historic or legacy agreement apply only to the specific License Period(s) to which they originally related, and do not carry forward into any subsequent License Period unless expressly restated in a current Quotation or licensing agreement issued by Gate. Gate’s maintenance and support obligations for any License Period are limited to those described in these Terms & Conditions and Gate’s published Support Options.

6.4 Termination for Breach

Either Party may terminate the applicable agreement and associated licenses for material breach (including non-payment) if such breach is not remedied within 30 days of written notice. Upon termination by the Customer for Gate’s material breach, Gate shall refund to Customer all amounts paid by Customer for the unused portion of the applicable License Period on a pro rata basis.

7. Intellectual Property
7.1 Ownership

Gate Products consist of proprietary products owned by Gate or its Affiliates, including software, digital content, training materials, and documentation. All rights, title, interest in, and Intellectual Property Rights of whatsoever nature to the Gate Products are and shall remain vested in Gate, its Affiliates, and/or its third-party suppliers, as applicable. All Updates released by Gate form part of the Gate Products and remain the exclusive property of Gate and/or its Affiliates.

7.2 Confidentiality

The Customer will take reasonable steps to ensure that non-public information relating to Gate Products is not disclosed to any third party except as required for the purposes of these Terms & Conditions and will ensure that any permitted third party is bound by confidentiality obligations.

7.3 Copying

The Customer may make copies of the Gate Products only as permitted under these Terms & Conditions, including for internal use and backup purposes. All copies must include unaltered copyright and proprietary notices and remain subject to these Terms & Conditions. The Customer shall not otherwise reproduce, distribute, or make the Gate Products available to any third party.

7.4 Customization

Gate does not develop, modify, or customise Gate Products on a customer-specific basis. Where the Customer modifies or customises any Gate Product independently of Gate (“Customer Customization”):

  • a. all rights, title, interest in, and all other Intellectual Property Rights of whatsoever nature to the Product remain vested in Gate and/or its Affiliates;
  • b. the Customer may use Customer Customizations solely for its internal purposes and shall not distribute or make them available to any third party, nor permit any third-party contractor to do so;
  • c. the Customer will provide Gate with a copy of the modified source code;
  • d. Customer Customizations do not affect the warranty in these Terms & Conditions as far as it applies to programs that have not been modified; and
  • e. For Core Software Modules licensed on a subscription basis, the Customer recognizes it may only continue to use any Customer Customization while the relevant subscription license remains active.
8. Performance and Warranties
8.1 Performance:
  • a. Functionality: Gate Products will operate substantially in accordance with the Product Deliverables (Features) and Version Enhancements (“Product Deliverables”) document, as in effect at the start of the applicable License Period, and the applicable product documentation.
  • b. Issue Handling: The Customer should report any suspected coding error via the Customer Portal. Gate will use reasonable efforts to address any reported coding error in accordance with its Software Products Lifecycle and Change Requests Policy (as amended from time-to-time). Such activities form part of Gate’s standard product development process and do not constitute a service.
  • c. Remedy: The Customer’s sole remedy for any material breach of this warranty will be a pro rata refund of prepaid fees for the Product for the relevant License Period.
  • d. Product Deliverables and Updates: The Product Deliverables document and the Products Lifecycle and Change Requests Policy are available on the Customer Portal and may be updated from time to time. Such updates will not materially reduce the core functionality of Gate Products during an active License Period.
8.2 Title

Gate warrants that it has the right to grant the licenses under these Terms & Conditions and to license any expressly incorporated third-party components.

8.3 IP indemnity

Subject to Clause 8.4 (Exclusions), Gate will indemnify the Customer against third-party claims that the unmodified Gate Products, when used as permitted under these Terms & Conditions, infringe a copyright, trademark, or patent, provided that the Customer promptly notifies Gate, allows Gate sole control of the defence and settlement, and provides reasonable co-operation.

8.4 Exclusions

No warranty or indemnity (including the functionality warranty in Clause 8.1(a) and the IP indemnity in Clause 8.3) applies to issues arising from:

  • a. use of Gate Products other than in accordance with these Terms & Conditions and the documentation;
  • b. the Customer’s environment, configuration, or data;
  • c. Customer Customizations;
  • d. use with unsupported versions of JD Edwards or non-Gate software or systems; or
  • e. failures caused by third-party services or providers.
8.5 Except as expressly stated in these Terms & Conditions, no other warranties or conditions apply.
9. Liability and Risk Allocation
9.1 No Access to System Data

Gate Products are designed so that all Customer System Data remains within the Customer’s own environment. Gate does not access, store, or process Customer System Data or Customer systems as part of the operation of the Gate Products.

9.2 Personal Data – Business Contact Information

In the course of fulfilling their obligations, the Parties may process Personal Data (i.e., relating to identified or identifiable individuals) of employees or contractors of the other Party. Such Personal Data may concern the following categories of data only: name, company, position, and business contact details. Personal Data will be dealt with in accordance with applicable legal and regulatory standards.

9.3 Malicious Code

Gate Products are designed so as not to contain or introduce any virus or malicious computer software that might damage or compromise the Customer’s information technology environment or data.

9.4 Third-party Representations

No other party (including any service provider with whom Gate has a partner relationship) has authority to make representations or commitments on behalf of Gate, and Gate shall not be responsible for any such representations, advice, or services.

9.5 Limitation of Liability

To the fullest extent permitted by law, each Party’s total liability arising out of or in connection with these Terms & Conditions, in contract, tort, or otherwise, shall not exceed two times the fees paid by the Customer in the 12-month period preceding the claim, in any 12-month period. Gate is not liable for indirect or consequential loss (including loss of profit, revenue, or business interruption), loss resulting from configuration or environment-specific errors, loss arising from third-party services, or any loss or corruption of data, or costs of data restoration.

10. Confidentiality:
10.1 Definition

“Confidential Information” means any non-public information disclosed by one Party to the other, whether in written, oral, electronic, or other form, including information relating to intellectual property, trade secrets, business operations, products, pricing, customers, employees, strategies, or other proprietary information, and any information that is marked as confidential or that a reasonable person would understand to be confidential.

10.2 Use and Disclosure

Each Party shall use Confidential Information solely for the purpose of performing its obligations to the other Party and shall not disclose such Confidential Information to any third party except:

  • a. to its employees, contractors, or advisers who need to know such information for that purpose and are bound by confidentiality obligations;
  • b. as required by law or a competent authority;
  • c. where the information is or becomes publicly available other than through a breach of these Terms & Conditions;
  • d. where the information was already lawfully known to the receiving Party without restriction;
  • e. where the information is independently developed without use of the Confidential Information; or
  • f. with the prior written consent of the disclosing Party.
11. Tax Characterisation
11.1 The Parties agree that, except where expressly stated in the applicable Quotation:
  • a. Each Product constitutes a separate and independent supply and is not interdependent with any other Product, consistent with its standalone functionality and separate pricing as described in Clause 2.6;
  • b. All Products are designed and licensed for use solely for business or organisational purposes;
  • c. No services, consulting, or human-delivered activities are included in the supply of the Products;
  • d. Core Software Modules:
    • i. are supplied as standard, prewritten software (not customised for individual customers);
    • ii. are delivered electronically, and installed, executed, and operated solely within the Customer’s own IT environment for enterprise, multi-user business purposes; and
    • iii. are not hosted or operated by Gate, and Gate does not provide any hosted, SaaS, or managed service access;
  • e. Accelerator Tools:
    • i. are supplied as standard, prewritten software (not customised for individual customers);
    • ii. are delivered electronically, and installed, executed, and operated solely within the Customer’s own IT environment for enterprise, multi-user business purposes; and
    • iii. are not hosted or operated by Gate, and Gate does not provide any hosted, SaaS, or managed service access;
  • f. The Academy:
    • i. is provided as standardised, pre-recorded digital educational content for professional training purposes, delivered on a self-service basis,
    • ii. does not provide access to software functionality, automation, or system tools; and
    • iii. may be used independently of any licensed software and includes general educational content relating to JD Edwards systems, governance, and compliance practices.
12. General Provisions:
12.1 Changes to Terms & Conditions

Gate may update these Terms & Conditions from time to time by providing notice to the Customer (including via the Customer Portal or email). Any such changes will not materially reduce the core rights granted to the Customer during a License Period already invoiced and paid and will apply to future License Periods unless otherwise agreed.

12.2 Customer Right to Object to Amendments

If the Customer objects to any such update, it may elect not to renew the applicable License Period. Continued use of the Gate Products after the commencement of a new License Period constitutes acceptance of the updated Terms & Conditions.

12.3 No Waiver

The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.

12.4 Governing Law and Jurisdiction:
  • a. Where the contracting party is Gate Software Limited, the relationship between the Parties and these Terms & Conditions are governed by the law of England and are subject to the jurisdiction of the English courts.
  • b. Where the contracting party is Gate Software Inc, the relationship between the Parties and these Terms & Conditions are governed by the law of Colorado and are subject to the jurisdiction of the Colorado courts.
12.5 Severability

If any provision of these Terms & Conditions is held to be unenforceable, the remaining provisions shall remain in full force and effect.

12.6 Survival

Any provisions which by their nature are intended to survive termination shall survive, including (without limitation) provisions relating to intellectual property, confidentiality, limitation of liability, and payment obligations.

Last Updated: April 27, 2026