Licensing Terms & Conditions

1. Scope and Acceptance

1.1 Scope and Parties

• a. These Terms & Conditions apply to the licensing of Gate Products, standardized prewritten software and digital learning materials delivered electronically by Gate to Customers. These Terms & Conditions were last reviewed on September 24, 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 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. Each Quotation identifies the version of these Terms & Conditions applicable to the License Period.

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 or maintained for that Period and supersede all prior or contemporaneous agreements, representations, and customer terms. 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

• Core Software Modules
• Software 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 enterprise systems (for example, in the case of Modules for JD Edwards EnterpriseOne, software is deployed, using standard JDE package-build and deployment processes, to the enterprise servers and end-user clients supporting that environment, making it available to authorized users and machines within the Customer’s JDE implementation); 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 Software Accelerator Tools:

• a. consist of standard, prewritten Excel-based software tools, using VBA-enabled macros to interface with the Customer’s JD Edwards (World or E1) environment, and containing supporting data, including JD Edwards “UDO” objects;
• 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 standardized, 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, live delivery, or custom deliverables.

2.5 No Bundling

• a. Each Product may be licensed and used independently of any other Product and provides substantial standalone functionality. Where certain individual features may be extended by use with another Product, this does not affect the independent functionality of the Product as a whole.
• b. Each Product category is separately licensed and priced. Where multiple Products are purchased together, any volume or multi-module discount does not affect their separate licensing or contractual treatment.
• c. Where Products are used together, any interoperability or combined use does not alter their separate pricing or contractual treatment.

3. License Grant and Use

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.
• b. Where a perpetual license has been 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 a Quotation.

3.3 Software 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.

• a. License Nature: Gate Products are licensed, not sold, and no ownership rights are transferred. Licenses are limited in scope as specified in the applicable Quotation;
• b. Permitted Use: All Products are designed and licensed for use solely for the Customer’s internal business, trade, or organizational purposes. Core Software Modules are designed and licensed for deployment within the Customer’s JD Edwards environment (or, for Trace, the applicable Oracle or IBM i database environment). Software Accelerator Tools are designed and licensed to interface with the Customer’s JD Edwards environment. The Customer must notify Gate if this does not accurately describe its intended deployment or use.
• c. 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;
• d. 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 these Terms & Conditions and within the scope of a valid SPC; and
• e. End of License Obligations: Upon termination, expiry or non-renewal of any term license, the Customer must immediately cease all use of the relevant Products and destroy or return all copies in its possession or control and ensure that any Affiliates permitted to use the Products under Clause 3.5 do the same. Upon request, the Customer will certify its compliance in writing. For avoidance of doubt, for any product 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.

4. Delivery, Access and Support Model

• a. Core Software Modules and Software Accelerator Tools are downloadable via the Customer Portal, which may be accessed using an authorized Customer email domain only. All rights of use arise solely upon issuance of a valid SPC. Gate does not provide any hosted, SaaS, or managed service access.
• b. The Academy is accessed online via the Customer Portal, using an authorized Customer email domain only.

4.2 Access and Software Protection Codes (SPCs)

• a. Use of Core Software Modules and Software Accelerator Tools requires a valid (separate) SPC issued by Gate. Gate will provide an SPC to validly licensed Customers for the duration of the License Period. Each SPC defines and technically enforces the licensed scope, including where applicable the licensed Modules/Tools, the number of authorized users or deployments, and the License Period (expiry date), as specified in the Quotation. In the case of Core Software Modules, 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). Without a valid SPC, the software will not process data or perform any functional operations. These controls do not limit the Customer’s perpetual license to use the version of a Module or Tool made available at the time of purchase.
• b. In the case of the Academy, access is limited to authorized users within the Customer’s organization (based on email address domain), and for the duration of the License Period.

4.3 Data Residency and Operation:

Core Software Modules and Software 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.

4.4 Product Support Resources:

• a. Gate makes available documentation, learning materials, videos, software updates, and product change request processes through the Customer Portal to support Customer use.
• b. Environment-specific implementation, configuration, troubleshooting, operational support, and project activities remain the responsibility of the Customer or its chosen service provider. Product fees do not include consultant-led technical support, helpdesk services, environment-specific troubleshooting, implementation or configuration.
• c. 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.
• d. 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.

5. Fees and Product Structure

5.2 Payment terms are net 30 days after Customer’s receipt of an undisputed 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, except taxes based on Gate’s income. Where Gate is required by law to collect and remit any such tax, it will be charged to the Customer in addition to the applicable fees.
• b. The Customer must promptly notify Gate if the Products are delivered to, received at, deployed at, or used from a location different from the billing address where that location may affect the applicable tax treatment. Where Gate does not have a more specific location relevant under applicable law, Gate may, where permitted by applicable law, use the Customer address maintained in its ordinary business records, ordinarily the billing address.
• c. The Customer must provide accurate and complete tax-related information reasonably requested by Gate and must promptly notify Gate of any material inaccuracy, expiration or change.
• d. Where Gate does not charge sales or similar transaction tax, the Customer remains responsible for any applicable self-assessment, reporting or payment obligation.
• e. The Customer shall reimburse Gate for any tax, interest or penalties imposed on Gate to the extent arising from inaccurate or incomplete information or invalid exemption documentation 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:

At the end of a License Period, the Customer may elect not to renew the applicable Product license. Any renewal requires agreement of a new Quotation.

6.2 Legacy Agreements:

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

6.3 Termination for Breach:

Either Party may terminate the applicable agreement and associated licenses for material breach if such breach is not remedied within 30 days of written notice. In the event of 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 period on a pro rata basis.

7. Intellectual Property

7.1 Ownership:

Gate Products consist of proprietary software, digital content, training materials, and documentation owned by Gate and/or its Affiliates, as applicable. All rights, title, interest, and Intellectual Property Rights in and to the Gate Products, including all Updates, remain exclusively vested in Gate and/or its Affiliates.

7.2 Copying:

The Customer may make copies of the Gate Products only as permitted under these Terms & Conditions. 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.

7.3 Customization:

Gate does not develop, modify, or customize Gate Products on a customer-specific basis. Where the Customer modifies or customizes 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. the Customer recognizes it may only use a Customer Customization while the relevant 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: In the event of a reproducible coding error materially affecting core functionality where Gate is unable to provide a reasonable workaround or correction within a reasonable period, the Customer’s remedy shall be a pro rata refund of prepaid fees for the affected Product for the unused portion of the applicable License Period.
• d. Documents: References in this Agreement to policies, documentation, or materials available through the Customer Portal shall include updates made by Gate from time to time. Such updates will not materially reduce core functionality of applicable Products during an active License Period. Documents may also be provided by email on request.

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 defense 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. Personal Data will be dealt with in accordance with applicable legal and regulatory standards.

9.3 Malicious Code:

Gate uses reasonable measures designed to prevent 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, with the exception of payment obligations and amounts payable under Clause 5.3. 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 Confidential Information; or
• f. with the prior written consent of the disclosing Party.

11. General Provisions:

11.1 Changes to Terms & Conditions:

Gate may update these Terms & Conditions from time to time. Any such changes will apply to future License Periods only where the updated version of these Terms & Conditions is incorporated into the applicable Quotation, unless otherwise agreed.

11.2 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.

11.3 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.

11.4 Severability:

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

11.5 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, tax, and payment obligations.