"9STAR SOFTWARE LICENSE AGREEMENT YOU SHOULD READ THE FOLLOWING CAREFULLY AS IT CONSTITUTES A LEGALLY-BINDING AGREEMENT BETWEEN YOU AND US WHICH GOVERNS YOUR USE OF THE SOFTWARE. ""WE"", ""US"", AND ""OUR"" REFER TO 9STAR. ""Software"" means the 9STAR's Elastic SSO Software we provide to you in connection with this Agreement, along with all other related materials, including documentation, and any updates to any of the foregoing which we make available to you. 1. License Grants & Restrictions. You are hereby granted a Binary License. You are not granted any right to make any use of the Software except as specifically permitted by the Binary License which you purchased. 2. Terms Applicable to License. The following terms in this Section 2 are applicable to you and your use of the Software, along with all other terms and conditions of this Agreement. 2.a. Terms of License. Subject to your payment of the applicable fee(s) therefore and your continued compliance with this Agreement, we hereby grant you a License to use the Software. ""License"" means a non-exclusive, non-transferable, terminable right, subject to the applicable terms and conditions of this Agreement, to install and execute the binary version of the Software for your own personal or internal business purposes only on a single server machine and in connection with no greater a number of Users than are currently authorized by the most current license/configuration you have purchased. For purposes of clarity, as part of the licensing process, you have purchased a Single Software License which entitles you to use the Software in connection with a specified number of Users; you may not use the Software with any greater a number of Users then are authorized by this specific Software license. If you wish to increase the scope of your usage rights (for example, to increase the number of Users than you have purchased for), you must purchase new upgraded version of the Software which would then authorize you to use the Software in connection with a greater specified number of Users. 2.b. Basic Technical Support, Bronze Subscription. Subject to all terms and conditions of this Agreement, we will provide you, at no additional charge, with our standard technical support (""Bronze Subscription"") for help with the installation and configuration of the Software via email at elasticsso-support@9starinc.com. Responses to your email support questions will be provided within three (3) business days or less during the hours of 8:30 a.m. - 5:30 p.m. US CST (excluding weekends and holidays). Any additional technical support beyond that referenced in this Section will be provided to you only if we have entered into a separate written agreement for technical support with us, and any such additional technical support will be governed by that written agreement. We are under no obligation whatsoever to provide, and shall have no liability under this Agreement whatsoever for, providing technical support or other assistance with respect to (i) any hardware, software (other than the Software), services or materials not provided to you by us, even if such hardware, software, services or materials interact with, or are necessary for the operation or use of, the Software, or (ii) the Software if the Software has been modified in any way except for modifications, updates, error corrections and/or technical support provided by us. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customers' or End Users' use of the Software. Customer will use commercially reasonable efforts to resolve support issues before escalating them to us. 2.c. Restrictions on Use. Unless we specifically agree in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease, or the functional equivalent, the Software to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Software or any component; (c) attempt to create a substitute or similar software through use of, or access to, the Software; (d) use the Software for High Risk Activities; or (e) use the Software to store or transfer any Data that is controlled for export under Export Control Laws (as defined under relevant country statutes). 2.d. Major Defects; Remedy. If you discovers an error in the coding or logic of the Software which prevents the Software from performing substantially in accordance with the documentation therefore (a ""Major Defect"") and notify us of the error(s) within ninety (90) days after you first receive the Software, we will, subject to all terms and conditions of this Agreement, exercise our best efforts to repair the Major Defect at no charge to you, and our exercise of such best efforts with respect to Major Defects will be your sole and exclusive remedy for any failure of the Software to perform in accordance with the documentation therefore. We will have no liability for any failure of the Software to perform substantially in accordance with the documentation therefore if: (i) such failure is not reported by you to us within ninety (90) days after you first receive the Software; (ii) such failure is caused in whole or in part by any hardware, software (other than the Software), services or materials not provided to you by us; or (iii) the Software has been modified in any way except for modifications, updates, error corrections and/or technical support provided by us. - 2 - 2.e. Third Party Libraries. The Software may leverage third party software, frameworks and libraries such as apache web server, linux, php, mysql, opensaml, openssl, simplesaml, shibboleth and others and each may be governed by their respective licenses. 2.f. License Fee, Annual/Monthly Subscription. The license fee for the use of the Software is a flat fee for the use of the Software purchased by you. The fee is payable to us or to a third party (if the Software is purchased through a third party) as per terms advertized and agreed. You agree that we have previously disclosed this license fee to you and that you have agreed to pay the same, and that that license fee is incorporated into this Agreement by this reference. 3. License Restrictions. Except as expressly permitted under this Agreement or expressly authorized by us, you shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software; or (ii) copy, reverse-engineer, decompile, modify or make derivative works based upon the Software. We expressly retain all rights not expressly granted to you hereunder. 4. Payment. All amounts of money specified to you does not include any sales, use or other excise taxes. You are solely responsible for payment of all local, state, and federal sales, use, excise, personal property or other similar taxes or duties, and any other such taxes, which may now or hereafter be imposed upon this Agreement or possession or use of the Software, excluding taxes measured on our income. You agree to hold us harmless for all claims and liability arising from your failure to report or pay such taxes. 5. Confidentiality. You acknowledge that the Software is, as between you and us, solely our property, constitutes a valuable asset and trade secret of ours, that we have proprietary rights and interests in and to the Software and that all information with respect thereto is confidential, including without limitation the terms of this Agreement and any pricing terms with respect thereto. We claim and reserve all rights and benefits afforded under United States federal copyright law in all Software, except for the limited license granted to you hereunder. Except as expressly permitted hereunder, you shall not disseminate or reveal or make available in any manner or form any portion of the Software or any information related thereto to any individual other than your employees on a ""need to know"" and confidential basis, and you shall take all necessary and proper precautions to ensure that such employees do not reveal any information related to the Software except as expressly permitted hereunder. You acknowledge that, should you violate any provision of this Section 6, we will be without any adequate remedy at law, and shall be entitled to seek an injunction against such breach from any court of competent jurisdiction, in addition to all other remedies available to us. This Section 6 shall survive expiration or termination of this Agreement for any reason whatsoever and your obligations under this Section 6 shall continue (i) with respect to information related to the Software which constitutes a trade secret under applicable law, until such time as such information no longer constitutes a trade secret under applicable law due to no fault of you, and (ii) with respect to all other information related to the Software, for a period of three (3) years after the date such information is disclosed to you. Nothing in this Section 6 shall be construed to limit any rights or remedies afforded to us under any applicable law. Notwithstanding the foregoing, your obligations under this Section 6 shall cease with respect to information which is: (a) made publicly available by us or lawfully disclosed by a non-party to this Agreement; (b) independently developed by your personnel which is not based on or derived from such information related to the Software which you are obligated to hold confidential hereunder; or (c) previously known to the you without an obligation to keep it confidential. 6. Term of Agreement. The term of this Agreement commences upon the date you agree to be bound by this Agreement and continues for a period until this Agreement is terminated as provided herein. This Agreement will automatically terminate upon your breach of Section 2, 3 or 5. In the event of any other breach of this Agreement by you or by us, the non-breaching party may terminate this Agreement on notice to the other party if the breaching party has failed to cure such breach within thirty (30) days after written notice of such breach by the non-breaching party. Upon any termination of this Agreement for any reason whatsoever: (i) all licenses to you hereunder shall immediately terminate, (ii) you will immediately destroy all copies of the Software in your possession, custody or control and certify to us in writing that you have done same; (iii) all amounts due from you hereunder shall immediately become due and payable. 7. Warranties; Disclaimer of Warranties. We warrant that we have the lawful right and authority to enter into this Agreement and to grant the licenses granted to you under this Agreement. ANY AND ALL WARRANTIES SET FORTH IN THIS AGREEMENT SHALL BECOME IMMEDIATELY NULL AND VOID UPON MATERIAL BREACH OF THIS AGREEMENT BY YOU. THE WARRANTIES HEREIN SET FORTH ARE MADE TO AND FOR THE BENEFIT OF YOU ONLY AND DO NOT RUN TO THE BENEFIT OF ANY THIRD PARTY WHATSOEVER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU CONCERNING ANY PRODUCT OR SERVICE, AND WE HEREBY EXCLUDE AND DISCLAIM, WITHOUT LIMITATION, ANY AND ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, - 3 - INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT AND ANY EXPRESS OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGE OF THE TRADE. YOU ACKNOWLEDGE THAT WE HAVE NOT REPRESENTED OR WARRANTED THAT ANY PRODUCT OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. 8. Limitation on Liability. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, OUR LIABILITY FOR ANY LOSSES OR DAMAGE, WHETHER DIRECT OR INDIRECT, ARISING OUT OR IN CONNECTION WITH THIS AGREEMENT FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL BE LIMITED TO ACTUAL, DIRECT DAMAGES; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL OUR LIABILITY OF EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY YOU TO US HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH SUCH LIABILITY AROSE. UNDER NO CIRCUMSTANCES SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF WE HAVE BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. They also may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages. 9. Indemnification. You shall defend, indemnify and hold harmless us and our successors or assigns, subsidiaries, officers, directors, employees, agents, and independent contractors (each individually an ""Indemnitee"" and collectively ""Indemnitees"") against any and all claims, liability, loss, damage, or harm (including without limitation reasonable legal and accounting fees) suffered by such Indemnitees arising from or in connection with your breach of any provision of this Agreement. All Indemnitees are expressly made third party beneficiaries of this Section 10. The foregoing obligation will survive the termination of this Agreement for any reason whatsoever. 10. Audit. We may, at our own expense upon not less than five (5) business days' notice in writing to you and during your normal business hours, audit your performance under this Agreement (including the usage and location of Software). If such audit reveals a breach of this Agreement by you, you shall pay, in addition to any amounts due hereunder, our reasonable expenses associated with such audit. 11. General. In the event any portion of this Agreement is or becomes or is declared invalid or void by any court or tribunal of competent jurisdiction, such term(s) shall be null and void and shall be deemed severed from this Agreement, and all remaining terms of this Agreement shall remain in full force and effect. To the extent permitted by applicable law, this Agreement and your use of the Software shall be governed solely by the laws of the State of Texas (except any of such laws of the State of Texas as would apply the laws of any other jurisdiction) and controlling United States federal law. ANY DISPUTES, ACTIONS, CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN OR FOR THE STATE OF TEXAS, AND YOU HEREBY CONSENT TO THE PERSONAL JURISDICTION OF SUCH COURTS. Any delay or nonperformance by us of any provision of this Agreement caused by conditions beyond our control shall not constitute a breach of this Agreement by us, and the time for performance of such provision shall be deemed to be extended for a period of time equal to the duration of the conditions preventing performance. This Agreement constitutes the entire agreement and understanding between you and us with respect to the subject matter hereof, and is intended as the parties' final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral, and may be amended or modified only by an instrument in writing signed by us. This Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assigns. You may not assign this Agreement in whole or in part without our prior written consent, and any attempt to do so shall be void. The Software may be subject to United States export laws and regulations. You shall comply with all domestic and international laws and regulations that apply to the Software, including restrictions on destinations, end users and end use. None of the following shall apply to this Agreement: The United States Convention on the International Sale of Goods; the United Nations Convention on the Formation of Contracts for the International Sales of Goods; or the Uniform Computer Information Transactions Act, in whatever form enacted."" "