SAINT is willing to license the licensed product to licensee only on the condition that licensee accepts the terms and conditions contained in this agreement. By typing "yes" below, licensee acknowledges that it has read all of the terms and conditions of this agreement, understands them, and agrees to be bound by them.

LICENSE AND SERVICE AGREEMENT (INDUSTRY) 

1.	Definitions.  As used herein, the following definitions shall apply: "Licensed Product" shall mean collectively the Licensed Software and Licensed Documentation (as hereinafter defined).  "Licensed Software" or "Software" shall mean the software in object code form, for which Licensee has paid a license fee, all updates and revisions thereto supplied by Licensor during the term hereof, and all permitted copies of the foregoing. "Licensed Documentation" shall mean any documents delivered by Licensor to Licensee that relate to the Licensed Software. "Use" shall mean the reading into and out of memory of the Licensed Software and the execution of such Software.   

2.	License.  Subject to the payment of the license fees and charges to Licensor, Licensor hereby grants to Licensee, and Licensee hereby accepts, a personal, non-exclusive, and non-transferable license (without the rights to sublicense) to use the Licensed Product in accordance with the terms and conditions of this License and Service Agreement.  The Licensed Product shall only be used for the number of nodes, networks, or hosts for which Licensee has paid a license fee. 

3.	License fees and charges, taxes, and payments for services.  The license fees and charges for the license herein granted to Licensee shall be the then current license fees and charges of Licensor for the Licensed Product in effect at the time of Licensor's acceptance of this Agreement. Payment for products and services covered in the on-line ordering procedures, are due prior to the release of the Licensed Product or performance of the services. Any license fee, taxes, or other charges for the Licensed Product that is not paid before Licensor provides the Licensed Product shall be paid within thirty days after receipt of such product. Any fee for maintenance and update services, in accordance with Schedule A, that is not paid prior to the beginning of the period of such annual maintenance services shall be paid within thirty days after the beginning of the period of such annual maintenance services. Any additional services that are provided by Licensor to Licensee on a time and materials basis shall be paid within thirty days after receipt of an invoice for such services. If Licensee does not pay all amounts due within the payment periods stated above, Licensor may terminate the Agreement, pursuant to Paragraph 11, and cease performance of any further services. 

4.	Terms of license agreement and licenses.    Unless otherwise terminated or canceled as provided herein, the term hereof and of the licenses granted herein shall commence on the date the Licensee is provided access to the Licensed Software, normally by issuance of a customer ID and password, and shall continue until Licensee discontinues the licensed use of the Licensed Software. 

5.	Protection of licensed product.  Licensee acknowledges and agrees that the Licensed Product and all permitted copies thereof are Licensor's exclusive property and constitute a valuable trade secret of Licensor.  Licensee and its employees may not disclose or make available to third parties nor modify the Licensed Product or any portion thereof without Licensor's prior written approval.  Licensee may not access this software program for any unauthorized purposes, such as but not limited to, reverse engineering and decompiling.  Upon any termination, cancellation, or expiration hereof, Licensee shall immediately return the Licensed Product and all copies thereof to Licensor. 

6.	Reproduction and modification of licensed product.  Licensee may not copy, modify or transfer the Licensed Product, except that Licensee may copy the Licensed Product only to the extent necessary to load the Licensed Product on Licensee's nodes, networks or hosts. Licensee may use the Licensed Product only on the nodes, networks or hosts for which Licensee has paid a license fee.  All copies of the Licensed Software, in whole or in part, shall contain all of Licensor's restrictive and proprietary notices as they appear on the copies of Licensed Software provided by Licensor.  Upon any termination, cancellation, or expiration hereof or any license granted hereunder Licensee shall remove the Licensed Software and all portions thereof, and Licensee shall have no right thereafter to use the Licensed Software or any portion thereof. 

7.	Services.  Licensee shall have the sole and exclusive responsibility for the selection, installation, and Use of the Licensed Product.  Licensor shall provide Licensee with Services at Licensor's then current charges therefore. 

8.	Third Party Beneficiaries.  This EULA does not grant any right or cause of action to any third party.  

9.	SAINT Partner Transactions (SAINT Partner means a SAINT authorized reseller, distributor or systems integrator authorized by SAINT to sell SAINT technology).  If you purchase SAINT technology from a SAINT Partner, the terms of this EULA apply to your use of that SAINT technology and prevail over any inconsistent provisions in your agreement with the SAINT Partner.

10.	Modifications to the EILA.  SAINT may change this EULA or any of its components by updating this EULA on carson-saint.com.  Changes to the EULA apply to any Entitlements acquired or renewed after the date of modification. 

11.	Maintenance and Updates.  Maintenance and updates of the Licensed Software, as described in Schedule A, will be provided to Licensee only when licensee has purchased and paid for such services in accordance with this Agreement. Licensor shall be under no obligation to provide maintenance and updates to Licensee beyond that included in Schedule A. 

12.	Negotiation of warranty.  THE LICENSED PRODUCT IS PROVIDED ON AN "AS-IS" BASIS, AND         THERE ARE NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.  LICENSEE SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY, AND SUITABILITY OF THE LICENSED PRODUCT AND LICENSOR SHALL HAVE NO LIABILITY THEREFOR. 

13.	Negotiation of proprietary rights indemnity.  LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR THE INFRINGEMENT OF PROPRIETARY RIGHTS BY THE LICENSED PRODUCT OR ANY PORTION THEREOF. 

14.	Termination/cancellation.  Licensor may terminate/cancel this Agreement and any license granted to Licensee hereunder if: Licensee fails to pay Licensor any license fees and charges, taxes, or applicable charges for Services rendered; Licensee is in default of any other provision hereof and such default has not been cured within ten days after Licensor gives Licensee written notice thereof; or Licensee becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law.  In the event of any termination/cancellation hereof or of any license granted to Licensee hereunder, Licensor may: Declare all amounts owed hereunder to Licensor to be immediately due and require that Licensee cease any further Use of the Licensed Product or any portion thereof and immediately return the Licensed Product and all copies thereof, in whole or in part, and delete the Licensed Product or copies thereof from Licensee's computer equipment; and Cease performance of all of Licensor's obligations hereunder without liability to Licensee.  Licensor's foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to Licensor in law and in equity. 

15.	Limitation of liability.  IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS LICENSE AND SERVICE AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILTY THEREOF. LICENSOR'S LIABILITY TO LICENSEE HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE LICENSE FEES AND SERVICES CHARGES PAID TO LICENSOR HEREUNDER BY LICENSEE.  IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR RELATING TO ANY FAILURE OF THE LICENSED PRODUCTS, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, OR DELAY OF THE LICENSOR IN THE DELIVERY OF THE LICENSED PRODUCT OR IN THE PERFOMANCE OF SERVICES UNDER THIS LICENSE AGREEMENT OR RELATED AGREEMENTS.  These warranties, exclusive remedies, and limitations of liability allocate the risks of Software failure between Licensor and the Licensee.  Licensor's pricing reflects this allocation of risk. 

16.	Export Administration.  Licensee agrees to comply fully with all United States governmental laws and regulations to assure that neither the Licensed Product, nor any direct product thereof, is exported, directly or indirectly, in violation of United States law.  The Licensed Product may not be transferred outside the country where delivery is taken or transferred, sold, assigned, or otherwise conveyed to another party without Licensor's prior written consent. 

17.	General.  The effective date of this Agreement shall be the date the Licensee is provided access to the Licensed Software, normally by issuance of a customer ID and password. Any claim by the Licensee arising out of or related to this Agreement must be brought no later than thirty days after it has accrued.  This Agreement is the sole agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations, or communications, oral or written of either party.  This Agreement and the licenses granted hereunder may not be transferred or assigned by Licensee without the prior written consent of Licensor.  This Agreement shall be interpreted in accordance with the substantive laws of the State of Maryland. 

18.	This product and documentation are provided on a RESTRICTED basis.  Use, duplication or disclosure by the US Government is subject to restrictions set forth in paragraph (b) of the Commercial Computer Software License clause at 48 CFR 52.227-19, as applicable. 

Schedule A: MAINTENANCE AND UPDATES 

1.	Licensee is required to purchase annual support services described in this Section ("Support") for the first year for all licenses.  

2.	Support begins on the date the Licensee is provided access to the Licensed Software, normally by issuance of a customer ID and password, and will expire automatically on the anniversary date, unless renewed for the follow-on annual term. The fees for the renewal year shall be as specified in Licensors then-current Price List.  

3.	Licensor retains the right to modify its Support programs, but only if the modifications apply generally to all Support program customers and only if the overall quality and availability of services is at least generally equivalent to the services stated in this Agreement. Support includes the right to receive error corrections, bug fixes, patches, updates and other modifications to the Licensed Software that are made generally available to customers on Support ("Maintenance Releases"). Support does not include the right to receive any subsequent version of the Licensed Software that has features or capabilities beyond those of the Licensed Software. 

4.	Subject to payment of the applicable maintenance and updates fees, the license granted to Licensee under Section 1 of the License and Service Agreement extends to, and the term "Licensed Software" shall include, all Maintenance Releases received from Licensor. Licensor will use all commercially reasonable efforts to resolve all support issues to the satisfaction of Licensee, but it retains the right to determine whether to revise, enhance or otherwise modify the Licensed Software and which requested changes to make to the Licensed Software. Information provided by Licensee in connection with Licensors performance of maintenance and updates services may be used by Licensor to support or enhance the Licensed Software. Licensor shall have no obligation to support altered, damaged, or modified software, software that is not the most current Version or the immediately previous Version or a Version provided by Licensor to Customer within the past year, software problems caused by Licensee's negligence, abuse, or misapplication by use of software other than as specified in the Documentation, or by other causes beyond the reasonable control of Licensor; or software installed on any computer hardware or operating system not identified as supported by Licensor. Licensor reserves the right to implement bug fixes solely in the current Version of the Licensed Software. 

DISTRIBUTION OF EMBEDDED ORACLE PROGRAMS 

SAINT contains embedded programs distributed by Oracle ("the Programs"), for which SAINT does not charge a license fee.  Licensee's execution of this agreement by clicking the "I accept" button results in Licensee's agreement to the following terms applicable to the embedded Oracle software:  (1) Licensee will restrict the use of the Programs to the business operations of the Licensee;  (2) Licensee shall not assign, give, or transfer the Programs or an interest in the Programs to any individual or entity; (3) Licensee shall not make the Programs available in any manner to any third party for use in the third party's business operations (unless such access is expressly permitted for the specific program license or materials from the services Licensee has acquired); (4) Title to the Programs shall not pass to Licensee or any other person or entity; (5) Licensee shall not reverse engineer, disassemble, or decompile the Programs; (6) Licensee shall not duplicate the Programs except for a sufficient number of copies of each Program for the Licensee's licensed use; (7) ORACLE SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL ARISING FROM THE USE OF THE PROGRAMS; (8) Upon termination of this Agreement, Licensee shall discontinue use of the Programs and destroy or return to SAINT all copies of the Programs and documentation; (9) Licensee shall not publish any results of benchmark tests run on the Programs; (10) Licensee shall comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the Programs, nor any direct product thereof, are exported, directly or indirectly in violation of applicable laws; (11) Oracle shall not be required to perform any obligation or incur any liability to Licensee; (12) Licensee shall allow SAINT to audit Licensee's use of the Programs or to assign SAINT's rights to audit Licensee's use of the Programs to Oracle; (13) Oracle is a third party beneficiary of this license agreement; (14) Oracle's technical support organization will not provide technical support, phone support, or updates to Licensee or for the Programs licensed under this agreement; (15) the Uniform Computer Information Transactions Act shall not apply to this license agreement. 

DISTRIBUTION OF jOVAL(TM) SOFTWARE 

The jOVAL(TM) engine is included in the definition of Licensed Software.  The SCAP component of the Licensed Software is powered by the jOVAL(TM) engine, and provided as a non-exclusive, non-transferrable license from Farnam Hall Ventures LLC to SAINT, its licensees and third party partners, in accordance with terms and conditions defined by Farnam Hall Venture LLC's OEM Agreement with SAINT Corporation.  Licensee acknowledges and agrees that the jOVAL(TM) engine and all permitted copies thereof are Farnam Hall Ventures LLC's exclusive property and constitute a valuable trade secret of Farnam Hall Ventures LLC.  With respect to Sections 9, 10, and 12 of the SAINT License Agreement, each such section shall also be applicable to Farnam Hall Ventures LLC as if it were the Licensor.  FURTHER FARNAM HALL VENTURES LLC'S LIABILITY TO LICENSEE HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE LESSER OF (I) $1,000 OR (II) THE TOTAL OF THE LICENSE FEES AND SERVICES CHARGES PAID TO LICENSOR HEREUNDER BY LICENSEE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.