HyTrust License Agreement PLEASE READ BEFORE INSTALLATION OR USE OF THE HYTRUST, INC. ("LICENSOR") PRODUCT YOU HAVE OBTAINED ("PRODUCT"). BY CLICKING "I ACCEPT" OR INSTALLING OR IN ANY WAY USING THE PRODUCT, THE ENTITY OR COMPANY THAT YOU REPRESENT ("LICENSEE") IS UNCONDITIONALLY CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS LICENSE AGREEMENT ("AGREEMENT") WITH LICENSOR. IF LICENSEE DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, INSTALLATION OR USE THIS PRODUCT IS STRICTLY PROHIBITED. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. 1. SOFTWARE LICENSE GRANT. Subject to the terms of this Agreement, Licensor hereby grants Licensee a limited, personal, non-sublicensable, non-transferable, nonexclusive license to use the Licensor software that is contained in the Product ("Software") only for Licensee's internal use and only in accordance with the sales order/quote and/or any Licensor documentation that accompanies the Product (“Order Confirmation”). 2. LICENSE RESTRICTIONS. Except as expressly and unambiguously permitted by this Agreement, Licensee shall not, nor permit anyone else to, directly or indirectly: (i) copy, modify, or distribute the Product; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Product (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited); (iii) rent, lease, or use the Product for timesharing or service bureau purposes, or otherwise use the Product on behalf of any third party; (iv) exceed the number of licenses purchased, or, (v) use the Product for performing comparisons or other "benchmarking" activities, either alone or in connection with any software (and Licensee will not publish or disclose any such performance information or comparisons). Licensee shall maintain and not remove or obscure any proprietary notices on the Product. As between the parties, title, ownership rights, and intellectual property rights in and to the Software, and any copies or portions thereof, shall remain in Licensor and its suppliers or licensors. Licensee understands that Licensor may modify or discontinue offering the Product at any time. The Software and documentation is protected by the copyright laws of the United States and international copyright treaties. This Agreement does not give Licensee any rights not expressly granted herein. 3. SUPPORT AND UPGRADES. This Agreement does not entitle Licensee to any support, upgrades, patches, enhancements, or fixes for the Product (collectively, "Support") unless explicitly set forth in Licensee's Order Confirmation. Any such Support for the Software that may be made available by Licensor shall become part of the Software and subject to this Agreement. After the termination of the support and maintenance term specified in the applicable Order Confirmation, Licensee may contact Licensor or Licensor may contact Licensee to discuss the continuation of support and maintenance for the Product on the Licensor's standard then-existing support and maintenance terms. 4. PROFESSIONAL SERVICES. If providing installation/professional services (“Professional Services”) to Licensee, Licensor shall provide the Services in a professional and worker-like manner, in accordance with industry standards and the terms of this Agreement. Licensor's personnel shall adhere to all applicable Licensee’s on-premises policies and procedures, including, but not limited to, codes of conduct, codes of ethics, dress codes, privacy, confidentiality, and building, physical, and technology security standards when on Licensee's premises and accessing Licensee's systems, respectively. 5. FEES. Licensee shall pay Licensor (or its applicable authorized reseller) the fees for the Product and related services designated by Licensor (or its applicable authorized reseller) as set forth in the Order Confirmation, within 30 days from invoice. All fees shall be non-refundable and payable in US dollars on the date they come due. Any unused professional/consulting services hours will expire one (1) year from the Order Confirmation date, unless otherwise stated in an applicable Statement of Work. Licensee shall also pay all sales, use, value-added and other taxes, tariffs and duties of any type except for taxes on Licensor's income. 6. PUBLICITY. Licensee hereby grants Licensor the right to use Licensee's name and logo in Licensor's customer list, on Licensor's website, and within Licensor's marketing materials. 7. INDEMNITY. Licensee agrees that Licensor shall have no liability whatsoever for any use Licensee makes of the Product. Licensee shall indemnify and hold harmless Licensor from any claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from Licensee's misuse of the Product as well as from Licensee's failure to comply with any term of this Agreement. 8. EVALUATION VERSION WARRANTY DISCLAIMER. LICENSOR PROVIDES THE EVALUATION VERSION OF THE PRODUCT "AS IS" and without warranty of any kind, AND hereby disclaims all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, PERFORMANCE, ACCURACY, RELIABILITY, and non-infringement. This disclaimer of warranty constitutes an essential part of this Agreement. 9. ENTERPRISE EDITION WARRANTIES AND DISCLAIMER. Licensor warrants that the Software will perform in substantial accordance with the Documentation for a period of ninety (90) days from delivery (the “Warranty Period). If the Software does not perform as warranted, Licensor shall undertake to correct the Software, or if the correction of the Software is not reasonably possible, replace such Software free of charge with conforming software. If neither of the foregoing is commercially practicable, Licensor shall terminate this Agreement with respect to the non-conforming Software and refund the monies paid by Licensee attributable to such non-conforming Software. The foregoing are Licensee’s sole and exclusive remedies for breach of warranty. The warranty set forth above is made to and for the benefit of Licensee and will be enforceable against Licensor only if: the Software has been used at all times in accordance with the instructions for such use; and Licensee has not made or caused to be made modifications, alterations or additions to the Software that cause it to deviate from the Documentation. EXCEPT FOR THE FOREGOING WARRANTIES, LICENSOR DOES NOT MAKE (AND HAS NOT AUTHORIZED ANYONE TO MAKE) ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. LICENSOR HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR WARRANTY OTHER THAN AS PROVIDED ABOVE. 10. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM LICENSEE'S USE OF THE PRODUCT; (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY; OR (III) ANY MATTER BEYOND ITS REASONABLE CONTROL. NOTWITHSTANDING ANYTHING TO THE CONTRARY, LICENSOR'S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE LICENSE FEES PAID BY LICENSEE HEREUNDER FOR THE PRECEDING TWELVE (12) MONTH PERIOD. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 11. TERM AND TERMINATION. The License shall commence on the purchase date of the Software and will remain in effect until the end of the term specified in the Order Confirmation or until terminated by Licensor or Licensee. Licensee may terminate this Agreement at any time. Licensor may terminate this Agreement immediately if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software, and shall so certify to Licensor that such actions have occurred. Licensor shall have the right to inspect and audit Licensee's facilities to confirm the foregoing. Sections 2 through 4 and 6 through 14, and all accrued rights to payment, shall survive termination of this Agreement. 12. CONFIDENTIALITY. Each party acknowledges that it may be furnished with or may otherwise receive or have access to information or material of the other party that relates to past, present or future products, software (including Source Code and Object Code), research development, inventions, processes, techniques, designs or technical information and data, and marketing plans (the "Confidential Information"). Each party agrees to preserve and protect the confidentiality of the Confidential Information and all physical forms, whether disclosed to the other party before this Agreement is signed or afterward. In addition, a party will not disclose or disseminate the Confidential Information for its own benefit or for the benefit or any third party unless otherwise provided in this Agreement. The foregoing obligations do not apply to any information that (1) is publicly known; (2) is given to a party by a third party who is not obligated to maintain confidentiality; or (3) a party had already lawfully developed prior to the day this Agreement is signed, as evidenced by documents, unless otherwise provided herein. Neither party will take or cause to be taken any physical forms of Confidential Information (nor make copies of same) without the other party's written permission. Despite any other provisions of this Agreement, the requirements of this Section will survive termination of this Agreement. 13. GOVERNMENT USE. If Licensee is part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software and Product is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Product and Software are each a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the Product or Software by the Government shall be governed solely by the terms of this Agreement. 14. EXPORT/IMPORT CONTROLS. Licensee shall comply with all import or export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and Licensee shall not import or export, or allow the import or export or re-export of the Product in violation of any such restrictions, laws or regulations. By installing or using the Product, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country. Licensee is responsible for complying with any local laws in Licensee’s jurisdiction which may impact Licensee’s right to import, export or use these products, including the license, permit or other approval requirements for the import of cryptographic products. In addition, the Product may or may not be subject to China’s Office of the State Commercial Cryptography Administration (OSCCA) regulation. Under Chinese law, the end-user is responsible for assessing the applicability of China’s commercial encryption regulatory regime, and ensuring compliance with OSCCA import and use requirements, if applicable. Licensor disclaims all liability for compliance with any applicable laws and regulations in China, including without limitation the OSCCA import and use requirements, and does not manage the permit process, if applicable. Licensor’s liability is limited to, to the extent necessary for applying for OSCCA permit, provide product data sheets and other order information upon request. 15. MISCELLANEOUS. This Agreement represents the complete agreement concerning the Product and Software between the parties, to the exclusion of any pre-printed or contrary terms of any Licensee purchase order (or similar document), and supersedes all prior agreements and representations between them; provided, however, that if there is already a mutually signed agreement between Licensor and Licensee (not including any Licensee purchase order or similar document) covering Licensee's purchase of the Product and license to use the Software, then the express terms of that signed agreement will govern to the extent they are expressly contrary to this Agreement. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Licensor to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Licensor's rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever without Licensor's consent (provided, however that no such consent shall be required in the event of an assignment to a successor to substantially all of the assets or business of Licensee) and any action or conduct in violation of the foregoing shall be void and without effect. Licensor expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California. Unless waived by Licensor in a particular instance, the sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in California and each party hereby consents to the jurisdiction of such courts for any such dispute. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.