BlueTalon Online Evaluation License Terms These Evaluation License Terms (these “Terms”) are accepted by Blue Talon Data Systems, Inc., with its principal place of business at 541 Jefferson Ave., Suite 202, Redwood City, CA 94063 (“BlueTalon”) and the entity or person placing an order or accessing the Licensed Software (as defined below) (“Client”). The purpose (the “Purpose”) of these Terms is to enable Client to conduct a trial rollout of the Licensed Software for evaluation purposes (the “POC” or the “Evaluation”). The “Effective Date” of these Terms is the earlier of (a) Client’s initial access to the Licensed Software through any online provisioning, registration or order process; or (b) the effective date of the POC Agreement or any similar agreement referencing these Terms (either, the “License Agreement”). The License Agreement is incorporated herein by this reference. 1. Definitions. 1.1 “Client Data” means the Client-specific data that Client provides to BlueTalon in connection with the POC. 1.2 “Licensed Software” means the software supplied by BlueTalon, any updates thereto, and any user documentation. 1.3 “Use” means Client’s use, display, and performance of the Licensed Software for the Purpose. 1.4 “User” means Client’s employees and contractors who are authorized to Use the Licensed Software on Client’s behalf. 2. Use of Licensed Software. 2.1 Permitted Use. Subject to these Terms, Client may Use the Licensed Software during the POC term set forth in the License Agreement, or if there is no License Agreement, then for a period of thirty (30) days, and solely for the Purpose. Specifically, BlueTalon will provide Client with one (1) copy of the Licensed Software. The Licensed Software will be deemed accepted upon the date made available. Client is responsible for the installation and implementation of the Licensed Software. 2.2 Restrictions. Client will not reverse-engineer, decompile, disassemble or otherwise alter the Licensed Software or otherwise attempt to discover its source code, structural framework, or the data records used therein. Client will not sell, rent, lease, sublicense, distribute, convey, communicate, publish, assign or otherwise transfer the right to Use the Licensed Software, to any third party, nor will Client allow any such third party to access or use the Licensed Software in any way whatsoever (including, but not limited to, timesharing or service bureau arrangements). 2.3 Acknowledgments and Non-Disclosures. Client acknowledges that the Licensed Software includes both BlueTalon’s and its suppliers’ copyrighted work and valuable trade secrets. Client will not disclose or provide to any third party any part of the Licensed Software. Client will take reasonable precautions to avoid unauthorized access to or distribution of the Licensed Software, and will honor and comply with BlueTalon’s reasonable requests to protect BlueTalon’s rights. Client will not disclose the results of benchmark tests or other evaluation of the Licensed Software without BlueTalon's prior written approval. Client must reproduce and include all BlueTalon proprietary rights notices contained in the Licensed Software, including proprietary notices on any reports generated through use of the Licensed Software. 2.4 No Implied License. No implied licenses are granted hereunder; BlueTalon reserves any rights not expressly granted. 3. Ownership. The components of the Licensed Software are copyrighted pursuant to the laws of the United States and international treaties, and the Licensed Software contains BlueTalon’s trade secrets and confidential information. BlueTalon retains all right, title, and interest in and to the Licensed Software and any and all improvements, enhancements, modifications, or derivative works thereof, including all intellectual property rights therein or related thereto. The foregoing also includes any and all system performance data and machine learning, including machine learning algorithms, and the results and output of such machine learning. No jointly owned intellectual property is created under or in connection with these Terms. As between BlueTalon and Client, Client owns the Client Data. Client, not BlueTalon, will have sole responsibility for the accuracy, quality, integrity, legality, and intellectual property ownership or right to use all Client Data. 4. Maintenance; Support; Training. Maintenance, support, or training, if any, to be provided by BlueTalon will be provided in accordance with BlueTalon’s then-current terms and conditions. 5. Warranty Disclaimer. BLUETALON AND ITS SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED FROM THE USE OF THE LICENSED SOFTWARE (INCLUDING THIRD-PARTY INFORMATION AND ANY OTHER SOFTWARE OR SERVICES PROVIDED HEREUNDER), AND SPECIFICALLY DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. CLIENT UNDERSTANDS AND THAT BLUETALON MAY, FROM TIME TO TIME, AND IN ITS SOLE DISCRETION, CHANGE OR DISCONTINUE THE CONTENT, FORM, FEATURES, OR FUNCTIONALITY OF THE LICENSED SOFTWARE. 6. Limitation of Liability. In no event will BlueTalon nor its suppliers be liable to Client or any third party for any loss of use, data or profits, or for indirect, special, exemplary or consequential damages incurred by Client or a third party arising out of use of the Licensed Software or otherwise in connection with these Terms, whether arising in tort (including negligence), contract, or otherwise, even if BlueTalon has been advised of the possibility of such damages. In no event will BlueTalon’s aggregate cumulative liability arising out of or relating to these Terms exceed Five Thousand Dollars ($5,000), whichever is less. 7. Term and Termination. These Terms will commence on the Effective Date and expire at the end of the POC Term, unless earlier terminated in accordance with this Section 8. If BlueTalon ceases offering the Licensed Software, it will provide Client with thirty (30) days’ advance notice, and these Terms will terminate at the end of that notice period. Either party may terminate these Terms in the event of any breach by the other party that remains uncured within thirty (30) days after receipt of written notice of such breach. The parties’ rights and obligations under Sections 1, 2.2, 2.3, 2.4, 3, 5, 6, 7 (regarding effect of termination), and 8 will survive any termination of these Terms. Within five (5) days of any termination of these Terms (including the expiration or termination of the POC Term), unless superseded by a replacement agreement, Client will either return or destroy all components of the Licensed Software in Client’s possession (including all copies and portions thereof), and will purge all Licensed Software executables from its system, and will confirm to BlueTalon in writing Client’s compliance with the foregoing. 8. General. 8.1 Notices. All notices permitted or required under these Terms will be in writing and will be by personal delivery, overnight courier, confirmed electronic mail, or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the addresses set forth at the beginning of these Terms or such other address as either party may specify in writing. If notice is sent to BlueTalon, it will be sent to BlueTalon’s CEO. 8.2 Non-assignment. Client may not assign these Terms (by operation of law or otherwise) without BlueTalon’s prior written approval. Any attempted assignment in violation of the foregoing will be void and of no effect. Except as set forth herein, these Terms inure to the benefit of, and be binding upon, each party’s successors and permitted assigns. 8.3 Choice of Law. These Terms will be governed by California law without regard to conflict of laws principles that would require the application of the laws of another jurisdiction. The United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (“UCITA”) will not apply to these Terms. 8.4 Severability. In the event that any provision of these Terms will be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity will not render these Terms unenforceable, or invalid as a whole, and, in such event, any such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or intended provision within the limits of applicable law or applicable court decisions. 8.5 Non-Waiver. The failure of either party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. 8.6 Force Majeure. Neither party will be responsible for its failure to perform due to causes beyond its reasonable control such as acts of God, fire, theft, war, riot, embargoes, or acts of civil or military authorities. 8.7 Beneficiaries. BlueTalon’s suppliers are beneficiaries of these Terms, and may enforce their rights against Client. 8.8 Export. Client will comply with all applicable export and import control laws and regulations in its use of the Licensed Software and, in particular, Client will not export or re-export the Licensed Software without all required licenses. 8.9 Entire Agreement. These Terms sets forth the entire agreement between the parties and supersedes any and all prior agreements, proposals, and representations between them, whether written or oral. The terms and conditions of any purchase order or other ordering document issued by Client in connection with these Terms will not be binding or deemed to modify these Terms. As used herein, the term “including” means “including without limitation”.