Cloudentity Evaluation End User License Agreement CAREFULLY READ THE FOLLOWING EVALUATION END USER LICENSE AGREEMENT BEFORE USING THE SOFTWARE. BY CLICKING “I ACCEPT”, DOWNLOADING OR USING THE SOFTWARE YOU AGREE TO THIS EVALUATION END USER LICENSE AGREEMENT AND ARE THE “LICENSEE” OF THE SOFTWARE. IF YOU ARE DOWNLOADING OR USING THE SOFTWARE ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY TO THIS EVALUATION END USER LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THIS EVALUATION END USER LICENSE AGREEMENT, DO NOT DOWNLOAD OR USE THE SOFTWARE. Section 1 Grant of License Subject to LICENSEE’S compliance with the terms and conditions of this Agreement, during the evaluation period CLOUDENTITY grants LICENSEE a cost free, nonsublicensable, nontransferable, nonassignable, nonexclusive, revocable license to use the CLOUDENTITY software (“Software”) and related documentation (“Documentation”, and with the Software, “Licensed Material”)solely for LICENSEE’S internal evaluation purposes. Upon expiration or termination of the evaluation period, all licenses granted under this Section 1 shall terminate, and LICENSEE shall immediately return or destroy all copies of the Licensed Material then in LICENSEE’s possession or control. If LICENSEE wishes to use the Licensed Material after the evaluation period or for purposes other than evaluation, LICENSEE must pay a fee and enter into a separate order form and end user license agreement with CLOUDENTITY. Section 2 Restrictions 2.1 The Licensed Material is made available solely in accordance with this Agreement. Without limiting the foregoing, any copying or redistribution of the Licensed Material is prohibited, including any copying or reproduction for further reproduction, or redistribution. Any unauthorized use, copying, or distribution of the Licensed Material is expressly prohibited by law, and may result in civil and criminal penalties. LICENSEE will have no right to receive or review the source code version of any portion of the Software. LICENSEE shall not distribute or resell the Licensed Material in any form, nor use the Licensed Material to construct any product to compete with the Software. The Software may include functionality that will render it non-operational upon expiration of the license. Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by LICENSEE, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. 2.2 LICENSEE shall not, directly or indirectly: (i) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the Software or any modified version or derivative work of the Software; (ii) remove or alter any copyright, trademark or proprietary notice in the Software; (iii) use the Software for third-party training, commercial time-sharing, service bureau or application services without the express written permission of CLOUDENTITY; (iv) attempt, or permit anyone else to, reverse engineer, decompile or modify any portion of the Software; (v) modify or create any derivative works based on the Software; and (vi) publish or make available to any third party any analysis of the results of operation of the Software, including performance benchmarking results. Section 3 Support 3.1 CLOUDENTITY has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Licensed Material to LICENSEE. Section 4 Intellectual Property 4. 1 The Licensed Material is licensed, not sold. CLOUDENTITY owns and retains title to the Licensed Material, including all intellectual property rights therein. LICENSEE acknowledges that all intellectual property rights in the Licensed Material and the goodwill associated therewith are vested in and belong to CLOUDENTITY. CLOUDENTITY reserves any and all rights that are not expressly granted to LICENSEE hereunder. 4.2 CLOUDENTITY shall own all rights, title and interest, including all intellectual property or other proprietary rights, to any suggestions, ideas, feedback, improvements, recommendations, or other information created, conceived, or reduced to practice, by or on behalf of LICENSEE relating to the Licensed Material. Section 5 Warranty and Limited Liability 5.1 THE LICENSED MATERIAL IS PROVIDED "AS IS" AND CLOUDENTITY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CLOUDENTITY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CLOUDENTITY MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED MATERIAL, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREEOF HARMFUL CODE, OR ERROR FREE. 5.2 IN NO EVENT WILL CLOUDENTITY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CLOUDENTITY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CLOUDENTITY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED $1,000. 5.3. The Software is not designed or intended for high-risk applications or use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation, or communications systems, air traffic control, life support, weapons systems or in any other device or system in which function or malfunction of the Software could result in death, personal injury, or physical or environmental damage. Any such use or application by LICENSEE is outside the scope of this license and LICENSEE is not authorized to use the Software in any suchapplication. Section 6 Term and Termination 6.1 This Agreement and the licensed granted hereunder shall remain in effect until the expiration of the evaluation period unless earlier terminated as set forth in this Section 6. Unless CLOUDENTITY agrees otherwise, the evaluation period is 60 days from LICENSEE’S download of the Software. 6.2 Either party may terminate this Agreement, with or without cause, upon 10 days prior written notice. 6.3 CLOUDENTITY may terminate this Agreement immediately upon written notice to LICENSEE if LICENSEE materially breaches any term or condition of this Agreement. 6.4 All rights and licenses granted herein will simultaneously and automatically terminate upon termination of this Agreement for any reason. Upon termination of this Agreement, LICENSEE shall either return to CLOUDENTITY or destroy all copies of the Licensed Material then in LICENSEE’s possession or control and certify in writing to CLOUDENTITY that the Licensed Material have been deleted or destroyed. 6.5 Section 2, Section 4, Section 5, and Section 6 through Section 11 of this Agreement shall survive the termination of this Agreement, and/or the licenses granted hereunder. Section 7 Software Export Controls The Software may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. LICENSEE shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.LICENSEE shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the U.S. Section 8 Entire Agreement and Severability THIS AGREEMENT CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN LICENSEE AND CLOUDENTITY AND REPRESENTS THE ENTIRE UNDERSTANDING BETWEEN LICENSEE AND CLOUDENTITY WITH REGARD TO THE LICENSED MATERIAL. Any conflict or ambiguity between this Agreement and any other agreement between LICENSEE and CLOUDENTITY will be resolved by giving precedence to this Agreement. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that LICENSEE may use in connection with the acquisition or licensing of the Licensed Material will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of CLOUDENTITY to object to such terms, provisions, or conditions. No amendment or modification of this Agreement or any provision or attachment of this Agreement shall be effective unless it is in writing and signed by both parties. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby. Section 9 Governing Law and Forum The validity, construction and performance of this Agreement shall be governed by the substantive laws of the Commonwealth of Virginia, U.S.A. (excluding conflicts of law principles). LICENSEE and CLOUDENTITY agree that any dispute arising out of this Agreement shall be instituted in the United States District Court for the Eastern District of Virginia, Alexandria Division, or the courts of the Commonwealth of Virginia located in Fairfax County, Virginia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. If any legal action is undertaken to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which that party may be entitled. This Agreement specifically excludes the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. The parties agree that the provisions of the Uniform Computer Information Transactions Act (“UCITA”), as it may have been or hereafter may be in effect in any jurisdiction, shall not apply to this Agreement, and the parties waive any and all rights they may have under any laws(s) adopting UCITA in any form. Section 10 Government End Users The Software licensed under this Agreement is “commercial computer software” as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires the Licensed Material subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires the Licensed Material subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors. Contractor is Syntegrity Networks, Inc., d/b/a Cloudentity, 2815 2nd Ave, Suite 390, Seattle, WA 98121. Section 11 Assignment and Benefit Without the consent of the other party in writing, neither party may assign this Agreement; provided, however, CLOUDENTITY may assign this Agreement to another entity that acquires or has acquired substantially all of the stock or assets of CLOUDENTITY. This Agreement shall be binding upon and shall inure to the benefit of LICENSEE and CLOUDENTITY and each party’s successors, subject to the other provisions of this Section.