ANCHORE END USER LICENSE AGREEMENT PLEASE READ THIS ANCHORE END USER LICENSE AGREEMENT CAREFULLY BEFORE YOU AGREE TO THESE TERMS. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT AGREE TO THE TERMS OF THIS AGREEMENT OR USE THE SOFTWARE. This Anchore End User License Agreement (Agreement) is made by Anchore, Inc. (Anchore) with its principal place of business at 800 Presidio Ave., Suite B, Santa Barbara, CA 93101 and you (Customer). The effective date (Effective Date) of this Agreement is the date Customer agrees to these terms or uses the Software. (Software) means the software and accompanying documentation provided to you by Anchore. This Agreement applies to your use of the Software but it will be superseded by any signed agreement between you and Anchore concerning the Software. 1. LICENSE 1.1 License Grant. Subject to the terms and conditions of this Agreement, Anchore hereby grants to Customer, during the term of this Agreement, a limited, non-exclusive, non-transferable right and license to use the Software for Customer's internal business use without the right to grant or authorize sublicenses or to further distribute the Software. Customer may make one additional copy of the Software for non-production, cold backup or archival purposes. 1.2 License Restrictions. Except as otherwise expressly permitted in this Agreement, Customer shall not itself, or through any parent, subsidiary, affiliate, agent or other third party: (a) sell, lease, license, distribute, sublicense or otherwise transfer in whole or in part, the Software to a third party; (b) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Software; (c) allow access or permit use of the Software by any third party except authorized third-party contractors solely to provide services to Customer; provided that Customer shall be liable for all acts and omissions of such authorized third-party contractors; (d) circumvent the license keys embedded within the Software; (e) modify or create derivative works based upon the Software; (f) disclose the results of any benchmark test of the Software to any third party; or (g) change any proprietary rights notices which appear in the Software. 1.3 Support. Anchore does not provide any support services for the Software under this Agreement. You may separately purchase Anchore support services. These support services are subject to Anchore's then-current support terms and conditions. 1.4 Ownership. Anchore and its licensors shall retain all intellectual property and proprietary rights in the Software and related works, including but not limited to any derivative work of the foregoing. 2. CONFIDENTIALITY. For a period of five (5) years from the date of disclosure of the applicable Confidential Information, Customer will (a) hold the Confidential Information in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (b) not use the Confidential Information for any purpose whatsoever except as expressly contemplated under this Agreement; provided that, to the extent the Confidential Information constitutes a trade secret under law, Customer agrees to protect such information for so long as it qualifies as a trade secret under applicable law. Customer will disclose the Confidential Information only to those of its employees and contractors having a need to know such Confidential Information and will ensure that such employees and contractors comply with the provisions of this Section. The obligations of Customer under this Section will not apply to information that Customer can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by Customer, or (iii) has been received from a third party without restriction on disclosure and without breach of this Section. (Confidential Information) means any and all information or proprietary materials (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by Anchore to Customer in connection with this Agreement. 3. DISCLAIMER. THE SOFTWARE IS PROVIDED TO CUSTOMER AS-IS AND ANCHORE AND ITS SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, NON-INFRINGEMENT, TITLE, PERFORMANCE, AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. ANCHORE AND ITS LICENSORS DO NOT WARRANT THAT: (A) THE SOFTWARE WILL FUNCTION UNINTERRUPTED, OR BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED; (C) THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE IS NOT INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS THAT REQUIRE FAIL-SAFE PERFORMANCE, SUCH AS NUCLEAR OR CHEMICAL FACILITIES, AIRCRAFT OR OTHER MODES OF HUMAN MASS TRANSPORTATION, LIFE SUPPORT SYSTEMS, IMPLANTABLE MEDICAL EQUIPMENT OR WEAPONS SYSTEMS. 4. TERM AND TERMINATION. The term of this Agreement shall commence on the Effective Date and continue until terminated as set forth in this Agreement. Unless otherwise agreed by the parties in writing, each party may terminate this Agreement upon notice to the other party. Further, each party may terminate this Agreement upon notice to other party in the event the other party breaches a material term of this Agreement and does not cure such breach within thirty (30) days of receipt of notice to do so. Sections 1.2, 1.4 and 2 - 6 shall survive the termination of this Agreement. Within thirty (30) days of the effective date of termination of this Agreement, Customer shall destroy all copies of the Software and any related materials and certify such destruction to Anchore. During the term of this Agreement and for one (1) year following termination (but no more than once in a calendar year), Anchore and its auditors may inspect Customer's records relating to its reproduction and use of the Software for the purposes of verifying Customer's compliance with this Agreement. Customer shall cooperate fully with Anchore and its auditors in conducting audits and provide reasonable assistance. If an unauthorized use of the Software or other intellectual property of Anchore is discovered, Customer shall promptly cease all use of the Software and other intellectual property of Anchore and reimburse Anchore for the cost of the audit. 5. LIMITATION OF LIABILITY. IN NO EVENT WILL ANCHORE OR ITS SUPPLIERS BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, RELIANCE, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND AND HOWEVER CAUSED. IN NO EVENT WILL ANCHORE'S CUMULATIVE LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS (US$100). IN NO EVENT WILL ANCHORE'S SUPPLIERS HAVE ANY LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 5 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN CUSTOMER, ANCHORE AND ANCHORE' SUPPLIERS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE. 6. GENERAL. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No purchase orders shall be issued under this Agreement and the terms of any purchase orders issued under this Agreement in violation of this provision are hereby rejected by the parties. This Agreement supersedes all prior or contemporaneous discussions, proposals and agreements between the parties relating to the subject matter of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under this Agreement. Neither party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control. Unless otherwise specifically stated, the terms of this Agreement are intended to be and are solely for the benefit of Anchore and Customer and do not create any right in favor of any third party. The laws of the State of New York will govern this Agreement. The provisions of the Uniform Computerized Information Transaction Act and United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any litigation related to this Agreement shall be brought in the state or federal courts located in New York, New York, and only in those courts and each party irrevocably waives any objections to such venue. All notices must be in writing and shall be effective three (3) days after the date sent to the other party's headquarters, Attention Chief Financial Officer.