END USER LICENSE AGREEMENT

"Affiliate" means any entity that directly or indirectly controls, is controlled by or under common control with a party. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the relevant entity, whether through ownership of voting securities, by contract or otherwise.

"API" means application programming interface and is a set of protocols and tools that allow different software systems to communicate.

"Documentation" means Tektronix-provided technical or user materials relating to the Software in any form.

"Equipment" means collectively Instrument and/or any testing machine on which the Software is authorized to run.

"Instrument" means Tektronix or Tektronix Affiliate branded hardware solution on or in which the Software is installed or embedded.

"Licensee" means the end-user entity that obtains access to or use of the Software from Tektronix, whether pursuant to an Order (including via a Tektronix-authorized partner or e-commerce platform) or otherwise pursuant to a license grant, loan, or evaluation, and its permitted Licensed Users as further defined in Section 3.4.6.

"License" means the limited, non-exclusive, non-transferable (except when the Software is embedded into the Instrument) right to access and/or use the Software in accordance with this EULA and/or the applicable Order. A License may be granted as either:

1. a Permanent License, which permits use of the Software on a perpetual basis, OR a Subscription License, which permits use of the Software for a fixed term specified in the Order and expires unless renewed. If no Subscription period is listed for Software offered with a Subscription License, the term will be one-year from delivery of Software.

   Each Permanent or Subscription License is further designated as either:

   • a Node-Locked License, permitting use by a specific named user or on a designated device or system. Permanent Node Locked License means the lifetime of the Instrument up to and until the underlying Instrument is declared end of life by Tektronix; or
   • a Floating License, permitting shared concurrent use by multiple users or devices up to the authorized limit. Permanent Floating licenses means the right to use the license indefinitely or until the Instrument and underlying License are declared end of life by Tektronix;
2. a Temporary Loan License which permits internal, non-commercial use of the Software solely for evaluation and testing purposes for a thirty (30) day period from activation and expires automatically. Any production, commercial, redistribution, or other use is prohibited, or
3. a Beta Code License in the meaning and scope of use ascribed in Section 9 below.

"Order" means any written or electronic mechanism approved by Tektronix (including quotations, statements of work, online transactions, or click-through acceptances) that incorporates this EULA and authorizes access to or use of the Software, whether on a paid, loan, evaluation, or trial basis.

"Product(s)"means the Instrument and/or Software.

"Software" means Tektronix-provided software, including updates and related Documentation, excluding Third-Party Technology.

"Tektronix" means Tektronix Inc. or the affiliated entity named on the Order.

"Third-Party Technology" means software or technology (including open-source software) licensed from third parties and governed by separate terms.

2.1. Ordering Product(s). Licensee may acquire Software under one or more Orders. Each Order is governed exclusively by this EULA unless Tektronix agrees otherwise in writing.

2.2. Delivery of Software. Software is deemed delivered when made available electronically or pre-installed on Instrument. Physical media may be provided, only in specific circumstances at Tektronix' discretion, and may be subject to additional terms and costs as determined by Tektronix.

2.3 Fees and Taxes. Licensee shall pay all fees set out in the applicable Order as per the terms set forth in such Order ("License Fee"), unless otherwise agreed by the parties. License Fee excludes taxes, duties, or similar charges ("Charges"), which are Licensee's responsibility. If sales to Licensee are exempt from any Charges, Licensee shall furnish to Tektronix a certificate of exemption prior to delivery.

3.1.1 Subject to Licensee's compliance with this EULA and, where applicable, payment of all fees, Tektronix grants Licensee a limited, non-exclusive, non-transferable (except for Software embedded into the Instrument) License to access and/or use the Software solely for Licensee's internal business purposes.

3.1.2 License shall be granted during the relevant License period (i.e., Permanent License vs Subscription License, Temporary Loan License, Beta Code License), and in accordance with the License type (i.e. Node Locked vs Floating) as further specified in the applicable Order.

3.1.3. The Software is licensed, not sold, is provided in object code form only, and remains the exclusive property of Tektronix. All rights not expressly granted are reserved by Tektronix.

3.2. License compliance Tektronix reserves the right to embed a reporting mechanism in Software to determine and report on unauthorized license use. The mechanism does not transmit technical or business data that Licensee processes with Software.

3.4.1 License Restrictions. Licensee must not:

• copy the Software except for lawful backup;
• reverse engineer, decompile, or attempt to derive source code, except as permitted by mandatory law;
• modify, distribute, resell, sublicense, rent, or lease the Software;
• remove any copyright, trademark, or other proprietary notices from the Software or any media relating thereto;
• use the Software or Equipment in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other proprietary rights of any person, or any applicable laws and more generally for any unauthorized use;
• use the Software or Equipment in a network or system with other products or services that are incompatible, insecure, or not compliant with applicable laws;
• use the Software to develop competing products; or permit access by third parties except Licensed Users acting solely for Licensee's internal purpose.

3.4.2 Third Party Hosting of Software; Indemnity. Licensee may permit a third-party provider to host the Software only with Tektronix’s prior written consent which may require a separate agreement with such provider. In such cases, Licensee must remain fully responsible for that provider's ompliance with this EULA, must promptly terminate access upon any actual or suspected non-compliance or unauthorized use, will indemnify Tektronix and its Affiliates for claims arising from such hosting, and must notify Tektronix of any change of control, upon which consent may be withdrawn.

3.4.3 Transfer and Remarketing of Software. Unless otherwise provided in this EULA (in particular for Software embedded into the Instrument) or required to be permitted by applicable law, Licensee will not cause or permit the transfer, loan, lease, publication, or use of Software to or for the benefit of any third party without the prior written consent of Tektronix.

3.4.4 Security. This Software and its associated Equipment (if any) are not intended for use on unsecured networks. Licensee is responsible for securing its systems and data and for implementing safeguards no less protective than industry-standard practices of a professional user to protect the Software and any associated data from unauthorized access, use, modification, disclosure, or malware.

3.4.5 Third-Party Claims. Licensee acknowledges that Tektronix does not control Licensee's processes or the creation, validation, sale, or use of Licensee's products. Tektronix will not be liable for any claim or demand made against Licensee or its Affiliates by any third party.

3.4.6 Licensed Users. Except as expressly provided herein, Licensee may not permit any third party to have access to or otherwise use the Software. Licensed users are Licensee's or its Affiliates' employees, authorized agents, representatives, subcontractors, and consultants which are acting on Licensee's or its Affiliates' behalf and solely for Licensee's internal business use. Licensee is responsible and fully liable for compliance and adherence with and any breach of this EULA by its licensed users.

3.4.7 Host Identifier. Licensee will provide required system identifiers to enable Software licensing under the applicable Order.

3.4.8 Audit. Licensee will at all times maintain records identifying Software, the location of each copy thereof, and the location and identity of workstations and servers on which Software is installed. Tektronix may, during regular business hours and upon reasonable advance notice, conduct an audit of Licensee's compliance with this EULA. Licensee will permit Tektronix or its authorized agents to access facilities, workstations, and servers and take all commercially reasonable actions to assist Tektronix in determining compliance with this EULA. Tektronix and its agents will comply with reasonable security regulations while on Licensee's premises.

For any Permanent License to the Software, and solely to the extent required by law, Tektronix shall use commercially reasonable efforts to provide mandatory updates, such as security-related and compatibility-related updates, for a period of five (5) years from the Effective Date of the underlying Order or from the date the Software version is first made available to the Licensee, whichever is later. Tektronix reserves the right, in its sole discretion, to discontinue or modify the provision of updates after this period, subject only to Tektronix' obligations under applicable law.

During the term of any Subscription License, Tektronix may provide updates, bug fixes, and security-related improvements to the Software as and when available. The provision of updates is not guaranteed and may be subject to the release cadence and technical decisions of Tektronix. Tektronix is not obligated to provide updates beyond the term of the Subscription License, except as required by applicable law.

After the initial support period (including any subscription term or a legally required five-year update period for Permanent Licenses), Tektronix shall only provide such level of support, security-related updates, or other maintenance as may be required by applicable law. Tektronix may at any time cease or limit the provision of updates or support beyond such minimum legal requirements, and Licensee agrees that use of the Software thereafter is at Licensee's own risk.

Nothing in this EULA shall be construed as a warranty that Tektronix will provide updates, upgrades, or new versions of the Software except as explicitly provided in this EULA. Tektronix may, in its sole discretion, discontinue development, support, or update activities for any version of the Software, subject only to the minimum obligations imposed by applicable law. To the extent permitted by law, all Software updates will cease when an Instrument is designated, in Tektronix's sole discretion, as end-of-life.

Tektronix does not warrant that the functions contained in the Software will meet Licensee's requirements or that the operation of the Software will be uninterrupted, secure, or error-free.

TO THE EXTENT ALLOWED BY APPLICABLE MANDATORY LAW, IN NO EVENT SHALL TEKTRONIX, ITS AFFILIATES, LICENSORS, OR RESELLERS BE LIABLE FOR: (1) ECONOMIC, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER CLAIMED UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY, (2) LOSS OF OR DAMAGE TO LICENSEE DATA OR PROGRAMMING, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS ARISING FROM THE USE OF (OR INABILITY TO USE) THE SOFTWARE, (3) PENALTIES OR PENALTY CLAUSES OF ANY DESCRIPTION, (4) ANY DAMAGE, CLAIMS, OR LOSSES RESULTING FROM THE USE OF THE SOFTWARE IN CONJUNCTION WITH OTHER PRODUCTS OR SERVICES (INCLUDING THIRD-PARTY PRODUCTS OR SERVICES); OR (5) INDEMNIFICATION OF LICENSEE OR OTHERS FOR COSTS, DAMAGES, OR EXPENSES RELATED TO THE GOODS OR SERVICES PROVIDED UNDER THIS LIMITED WARRANTY, EVEN IF TEKTRONIX OR ITS AFFILIATES, LICENSORS, OR RESELLERS HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE ENTIRE COLLECTIVE LIABILITY OF TEKTRONIX, TEKTRONIX'S AFFILIATES, TEKTRONIX'S LICENSORS, AND THEIR REPRESENTATIVES, FOR ALL CLAIMS AND DAMAGES RELATED IN ANY WAY TO THIS EULA, IN THE AGGREGATE AND REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT PAID TO TEKTRONIX FOR THE SOFTWARE LICENSE, HARDWARE, OR SERVICE THAT GAVE RISE TO THE CLAIM. FOR SAKE OF CLARITY, IF THE SOFTWARE IS PROVIDED TO LICENSEE AT NO CHARGE, TEKTRONIX, ITS AFFILIATES, AND THIRD-PARTY LICENSOR(S) WILL NOT BE LIABLE.

7.1 Confidential Information. “Confidential Information” means all non-public information disclosed or made available by Tektronix to Licensee in connection with this EULA, in any form (including written, electronic, oral, or visual), whether or not marked or identified as confidential, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Products and services; Tektronix’s intellectual property; Software, including software code (including object code form) algorithms, architectures, technical specifications, and system behavior; and any information, analyses, or data derived from benchmarking, testing, or evaluating the Products or services, as well as any information reasonably derived from or inferred (directly or indirectly) through Licensee’s access to or use of the Products or Software. Licensee shall use Confidential Information solely as necessary to exercise Licensee’s rights under this EULA and shall not disclose Confidential Information except on a need to-know basis to essential personnel with a legitimate need to know for purposes permitted under this EULA and are bound by written confidentiality and use restrictions at least as protective as those set forth herein. Licensee is responsible for, and shall be liable for, any breach of this Section by such persons. The confidentiality obligations in this Section shall survive termination or expiration of this EULA or the relevant Software license (as applicable) for five (5) years, or, with respect to Confidential Information constituting trade secrets under applicable law, for so long as such information remains a trade secret. Tektronix and its Affiliates may identify Licensee as a customer and use Licensee’s name and logo in customer lists and marketing materials. Licensee acknowledges that any breach of this Section may cause irreparable harm to Tektronix for which monetary damages would be inadequate, and Tektronix shall be entitled to seek and obtain injunctive relief, without the necessity of proving irreparable harm or posting a bond, in addition to any other remedies available at law or in equity.

7.2 Exclusions.The obligations in Section 7.1 do not apply to information that Licensee can demonstrate by clear and convincing written evidence: (i) is or becomes publicly available through no breach of this EULA by Licensee; (ii) is lawfully received from a third party without restriction and without breach of any confidentiality obligation; (iii) was lawfully in Licensee’s possession without obligation of confidentiality prior to disclosure by Tektronix; (iv) was independently developed by Licensee without use of or reference to Tektronix’s Confidential Information, as demonstrated by detailed contemporaneous documentation prepared by personnel with no access to Tektronix’s Confidential Information; or (v) is required to be disclosed by law or court order, provided Licensee, to the extent legally permitted, promptly notify Tektronix and cooperate to seek protective treatment and limit disclosure to the minimum legally required.

7.3.1 Each party shall comply with applicable data protection and privacy laws. To the extent the Software processes personal data on behalf of Licensee, such processing shall be carried out in accordance with Tektronix’ data protection terms or data processing agreement, if applicable.
7.3.2 Tektronix may collect, access, use, process and store (i) data and content provided to or generated through the use of the Software by or on behalf of Licensee, and (ii) technical, usage and performance data relating to the Software, in each case solely to provide, operate, support, secure, maintain and improve the Software, to comply with legal obligations, and for internal business purposes. Tektronix may also use aggregated and/or anonymized data that does not identify Licensee or any individual for analytics, benchmarking, product development and other lawful purposes.

7.3.3 Tektronix will implement reasonable technical and organizational measures consistent with generally accepted industry standards to protect personal data against unauthorized access, loss or misuse.
7.3.4 Tektronix will handle and store data it receives in compliance with applicable law and the applicable Tektronix privacy statement or privacy notice, available at www.tek.com/privacy-statement.

8.1 Licensee is solely responsible for complying with all applicable laws and regulations in connection with its business and its use, distribution, or performance under this EULA, including those relating to (i) import and export controls and sanctions, (ii) anti-bribery and anti-corruption (including the U.S. FCPA and UK Bribery Act), (iii) deceptive or misleading practices, and (iv) data protection and privacy, including the processing of personal data. Licensee will obtain and maintain all permits, licenses, approvals, and authorizations required for such activities.

8.2 In addition to any other indemnity under this EULA, Licensee shall indemnify and hold Tektronix and its Affiliates harmless from and against any and all claims, damages, liabilities and reasonable attorneys’ fees and other legal costs arising from Licensee’s breach of this Section or the acts or omissions of Licensee or its representatives. This obligation shall survive any termination or expiration of his EULA.

8.3 Licensee shall not sell, export or re-export, directly or indirectly any Product(s) supplied under this EULA that may fall under the scope of any EU, US or any other applicable export restrictions and/or regulations including but not limited to Council Regulations (EU) No 833/2014 or No 756/2006 i) to the Russian Federation, Belarus or for use in the Russian Federation, Belarus or in the Ukrainian territories controlled by the Russian Federation or ii) to any individual or entity subject to EU, US or any other applicable sanctions or restrictive measures, as well as to any entity owned, controlled or acting for individuals or entities subject to EU, US or any other applicable sanctions or restrictive measures.

8.4 Licensee must promptly notify Tektronix of any violation of this Section 8. Any such violation constitutes a material breach, entitling Tektronix to suspend performance or terminate this EULA immediately, without liability, and to seek damages and any other available remedies.

8.5 Software provided under this EULA is designed and maintained in accordance with the relevant applicable requirements.

9.1 Portions or all of certain Software may contain code for experimental testing and evaluation (which may be either alpha or beta, collectively “Beta Code”), which may not be used without Tektronix’ explicit authorization. Upon Tektronix’ authorization, Tektronix grants to Licensee a temporary, nontransferable, nonexclusive license for experimental use to test and evaluate the Beta Code without charge for a limited period of time specified by Tektronix. In no event shall Beta Code be granted for production purposes. Tektronix may choose, at its sole discretion, not to release the Beta Code commercially in any form.

9.2 If Tektronix authorizes Licensee to use the Beta Code, Licensee agrees to evaluate and test the Beta Code without compensation under normal conditions as directed by Tektronix and provide Tektronix with feedback. Licensee is hereby notified that Beta Code may contain unresolved vulnerabilities or features that do not meet the finalized security and performance requirements enforced under the EU Cyber Resilience Act. Tektronix shall, prior to the release, make reasonable efforts to identify and remediate known vulnerabilities and will clearly communicate any remaining risks at the time of distribution. Tektronix shall:

• maintain documented procedures for reporting vulnerabilities and incidents,
• address any reported vulnerabilities “without undue delay”, supplying necessary updates or patches free of charge,
• provide, on request, documentation of key software components, known vulnerabilities, and implemented security measures of the Pre-Release Software.

9.3 Licensee acknowledges and accepts the limited guarantees applicable to Beta Code, which is furnished “AS IS” and is not subject to any conformity assessment requirements of the Cyber Resilience Act for market-released products.

9.4 Licensee agrees to maintain Beta Code in confidence and shall restrict access to the Beta Code, including the methods and concepts utilized therein, solely to those employees and Licensee location(s) specifically authorized by Tektronix to perform beta testing. Licensee agrees that any written evaluations and all inventions, product improvements, modifications, or developments that Licensee conceived or made during or subsequent to Licensee’s evaluation of the Beta Code, including those based partly or wholly on Licensee’s feedback, will be the exclusive property of Tektronix. Tektronix will have exclusive rights, title, and interest in all such property. The provisions of this Section 9 shall survive termination of the EULA.

If Licensee provides any ideas, suggestions or feedback regarding any Products and/or associated services, including suggestions for changes or enhancements, support requests (including any related information), and error corrections (collectively "Feedback"), Licensee agrees that such Feedback is provided voluntarily and may be used by Tektronix without condition nor restriction. To the extent permitted by applicable law, Licensee hereby grants Tektronix an irrevocable, worldwide, perpetual, royalty-free license to use the Feedback for any purpose whatsoever and waive any moral rights Licensee may have in the Feedback. Licensee represents and warrants that Licensee has the right to provide the Feedback and that the Feedback does not infringe or misappropriate any intellectual property or other rights of any third party.

License rights applicable to the U.S. Government. Products (including Software) and services are commercial products that were developed exclusively at private expense. If Products or services are acquired directly or indirectly for use by the U.S. Government, then the parties agree that the Products and services are considered 'Commercial Items' and 'Commercial Computer Software' or 'Computer Software Documentation', as defined in 48 C.F.R. §2.101 and 48 C.F.R. §252.227-7014(a)(1) and (a)(5), as applicable. Software and Documentation may only be used under the terms and conditions of this EULA as required by 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. The U.S. Government will only have the rights set forth in this EULA, which supersedes any conflicting terms or conditions in any government order document, except for provisions which are contrary to applicable mandatory federal laws. Tektronix will not be required to obtain a security clearance or otherwise be involved in accessing U.S. Government classified information.

To the extent permitted under applicable law, neither party will be liable for delay or failure to perform any obligations under this EULA (except with respect to any payment obligations) due to any cause beyond its reasonable control, including but not limited to natural disasters (such as floods fires, earthquakes or other acts of God), war, terrorism, civil unrest, strikes, or other labor disputes, epidemics or pandemics, failure of utilities, or communication networks, government actions (including the imposition of tariffs, embargoes, import or export restrictions, or changes in law), shortages of materials, or any other unforeseeable event or circumstances that prevents or delays performance (each a "Force Majeure"). The affected party will promptly notify the other party of any such event and will use commercially reasonable efforts to mitigate the effects of the Force Majeure event and resume performance as soon as reasonably possible.

The rights and obligations of the parties shall be governed by and construed in accordance with the laws of the state of Oregon USA without giving effect to its principles of conflict of laws, and exclusive venue shall be in the courts of said jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA.

14.1 This EULA contains the entire agreement between the parties with respect to the use, reproduction, and transfer of the Software; including when the Licensee is the United States Government. Any additional terms or conditions introduced by the U.S Government shall not affect Tektronix' intellectual property ownership and licensing terms as set forth in this EULA.

14.2 Any waiver by either party of any provision of this EULA shall not constitute or be deemed a subsequent waiver of that or any other portion.

14.3 Licensee may not assign this EULA or any right or obligation under this EULA or delegate any performance without Tektronix's prior written consent or unless otherwise permitted hereunder.