RARITAN TECHNOLOGIES, INC. END USER LICENSE AGREEMENT FOR CLOUDSEARCH PLUS DYNAMIC UI SOFTWARE APPLICATION (the "SOFTWARE") IMPORTANT: YOU MUST READ AND AGREE TO THE TERMS OF THIS AGREEMENT BEFORE INSTALLING OR OTHERWISE USING THIS PRODUCT. BY SUBSCRIBING TO THIS SOFTWARE PRODUCT THROUGH THE AMAZON WEB SERVICES, INC.'S ("AWS") AWS MARKETPLACE, BY CLICKING ON THE BUTTON "Accept Terms & Launch with 1-Click" AND/OR BY INSTALLING, DOWNLOADING, COPYING, OR OTHERWISE USING THIS SOFTWARE YOU AGREE TO THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT ("AGREEMENT"). YOU WILL BE REFERRED TO AS THE "CUSTOMER." CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ AND AGREES TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH RARITAN TECHNOLOGIES, INC. ("RARITAN", "WE" or "US"). THE DATE THAT CUSTOMER AGREES TO THIS AGREEMENT IS THE "EFFECTIVE DATE." IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT INSTALL OR USE THIS SOFTWARE. 1. Grant of Non-Exclusive License. Upon your acceptance of this Agreement, Raritan grants to you the non-exclusive, non-transferable, non-sublicensable, limited and revocable right to install and execute, view and use one the Software, in executable object code format only, solely on a computing device that you control, running a validly licensed copy of the operating system for which the Software was designed, solely on the number of devices and for the number of users for which you have purchased licenses. All rights not expressly granted to you are retained by us or our licensors. 2. Restrictions on Use/Your Representations and Obligations. 2.1. Customer agrees to pay the applicable fees set forth on the Raritan pricing page on the AWS Marketplace relating to the Software, and any other additional fees (such as overage fees and/or fees for a mirrored database) based on the pricing that Customer selected in the AWS marketplace. 2.2. You agree that you will not: (a) license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Software, or any portion thereof, or make the Software, or any portion thereof, available to any third party; (b) modify, make derivative works of, disassemble, reverse compile or reverse engineer all or any part of the Software; (c) use any device, software, or routine to damage, interfere or attempt to interfere with downloads of the Software or any function or use of the Software; (d) except as expressly stated herein, copy, reproduce, distribute, republish, downloaded, display, post or transmit the Software in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; or, (e) use the Software in any manner that violates the rights of any third-party. 2.3. You shall preserve all copyright and other proprietary rights notices on the Software and all copies thereof. 2.4. You represent that you are (i) not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) not listed on any U.S. Government list of prohibited or restricted parties. 3. Content Updates. This Software may utilize content or software that is updated from time to time. These updates are referred to as "Content Updates." We may not make Content Updates available for all Software, but if released, you may obtain Content Updates made generally available to licensees of the same version of the Software as was initially licensed to you. We reserve the right to designate specified Content Updates as requiring registration and/or purchase of a subscription, and/or another version of the Software, at any time and without notice to you. This Agreement does not otherwise grant a license to obtain and use Content Updates. 4. Customer Data. As between Raritan and Customer, Customer shall own all data, information or material that Customer enters into the Software or has entered on its behalf ("Customer Data"). Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. Customer grants Raritan a license to store, reproduce and process the Customer Data in order for the Software to operate in accordance with Customer's instructions. Customer shall not enter Customer Data into the Software, or use the Software in connection with Customer Data that violates the rights of any third-party. 5. Intellectual Property Rights Reserved. The Software, and any and all updates, upgrades, enhancements or modifications made thereto, are protected by U.S. and international copyright laws and treaties, as well as other intellectual property laws and treaties. You must not remove or alter any copyright notices on any copies of the Software. The Software is licensed to you, not sold. Furthermore, this Agreement does not grant you any rights in connection with our trademarks or service marks or those of our licensors. We reserve all intellectual property rights, including without limitation, copyrights and trademark rights. At the termination or expiration of this Agreement, you must delete any and all copies of the Software in your possession and return or destroy, at our direction, any and all remaining copies and any and all documentation relating thereto. 6. Term and Termination. The initial term of Agreement shall commence upon your payment for the Software and shall continue for the number of months or hours for which Customer has paid. Customer may terminate this Agreement at any time by ceasing use of the Software. This Agreement may be terminated by Raritan without cause at any time; if Raritan does so, it shall provide an appropriate pro-rata refund. This Agreement may be terminated by Raritan for cause immediately by written notice upon the occurrence of any of the following events: (a) if Customer breaches any material provision of this Agreement; or (c) if Customer ceases doing business, becomes insolvent or seeks protection under any bankruptcy, receivership, trust, deed, creditor's arrangement, or comparable proceeding, or if any such proceeding is instituted against the other and not dismissed within sixty (60) days. In addition to other rights and remedies it may have, Raritan, without liability to Customer, reserves the right to suspend Software usage if Customer has breached any provisions of this Agreement until Customer is no longer in breach. Additionally, Customer acknowledges and agrees that AWS may terminate Customer's rights to use the Software and/or Customer's AWS account in accordance with the terms of the AWS Customer Agreement and in such event, Customer's license to use the Software will immediately terminate. Furthermore, if Raritan determines that a law or regulatory action prohibits, substantially impairs or makes impractical the provision of any Software, Raritan may, at its option and without liability, terminate the Software license, or modify the affected Software, or the terms and conditions applicable to such Software, in order to conform to such law or action. Upon any termination or expiration of this Agreement, Customer shall immediately cease any and all uses of the Software. Sections 2 and 5-14 shall survive the expiration or termination of this Agreement. 7. U.S. Government Restricted Rights. The Software is deemed to be "commercial computer software" and "commercial computer software documentation" pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. The Software may be licensed to U.S. government end users with only those rights as granted to all other end users under the terms of this Agreement. Any use, modification, reproduction, release, performing, displaying, or disclosing of the Software by the U.S. government shall be governed by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. 8. Export Restrictions. You may not export or re-export the Software, any part thereof, or any process or service that is the direct product of the Software (collectively referred to as the "Restricted Components"), to any country, person, or entity -- even to foreign units of your own company -- in violation of U.S. export restrictions. "Exporting" may include, without limitation, transferring copies of the Software electronically over any network, including the Internet. 9. NO WARRANTIES. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAWS, THE SOFTWARE IS PROVIDED "AS-IS" AND "AS AVAILABLE," SOLELY AS A SERVICE TO YOU. RARITAN (FOR ITSELF AND ITS THIRD PARTY SUPPLIERS AND LICENSORS) MAKES NO WARRANTIES OF ANY KIND AS TO ITS USE, PERFORMANCE, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RARITAN (AND ITS THIRD PARTY SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. RARITAN DOES NOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF THE SOFTWARE. RARITAN MAKES NO WARRANTY THAT THE SOFTWARE OR ITS USE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. 10. LIMITATION OF LIABILITY. IN NO EVENT SHALL RARITAN (OR ITS THIRD PARTY SUPPLIERS AND LICENSORS) BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY ORDINARY, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS AGREEMENT, ITS TERMINATION, OR YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF RARITAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, RARITAN'S (AND ITS THIRD PARTY SUPPLIERS' AND LICENSORS') ENTIRE LIABILITY ARISING OUT OF THIS AGREEMENT AND THE USE OF THE SOFTWARE AND DATE SHALL BE LIMITED TO U.S. $500.00. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT SERVE TO ENLARGE THIS LIMIT. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF RARITAN'S LIMITATIONS ON LIABILITY ARE REASONABLE AND ARE ESSENTIAL AND FUNDAMENTAL PARTS OF THIS AGREEMENT WHICH ARE NECESSARY TO INDUCE RARITAN TO ENTER INTO THIS AGREEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY THE LAW APPLICABLE TO YOU. 11. Indemnification. You agree to indemnify, defend and hold Raritan, its subsidiaries, affiliates, officers, agents, and other partners and their employees, harmless from any loss, liability, claim, demand, costs, or expenses, including reasonable attorney's fees, resulting from any claims or allegtions by any third party arising from or out of, or relating in any way to: (a) your use of the Software, or any part thereof, or (b) your breach of this Agreement. 12. Electronic Communications. Communications between you and Raritan may be conducted using electronic means, via e-mail, text, SMS or other means now or hereafter used. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if in a hardcopy written form. The foregoing does not affect your non-waivable rights, if any. 13. Disputes, Governing Law; Jurisdiction. The laws of New Jersey, excluding its conflicts of law rules that would result in the application of any other laws, govern this Agreement and your use of the Software. The parties agree that any and all disputes arising out of or related to this Agreement may only be brought within the State of New Jersey, in the County of Middlesex (and the District of New Jersey for federal claims) and the parties each waive any objections that venue is an inconvenient forum. 14. General. -Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. -No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and/or your users and Raritan as a result of this Agreement or your use of the Software. -Assignment. We may assign its rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without Raritan's prior written consent, and any unauthorized assignment by you shall be null and void. -No Waiver. Raritan's failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. -Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: Raritan Technologies, Inc., 26 Main Street (2nd Floor), Flemington, NJ 08822. -Equitable Remedies. You hereby agree that Raritan would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws. -Entire Agreement. This Agreement constitutes the entire agreement between you and Raritan with respect to the Software, and supersedes all prior or contemporaneous communications, whether electronic, oral or written. If we make material changes to the Agreement, we will post the changes through the Software in a manner that may require you to agree to such terms to continue using the Software. You agree that your continued use of the Software thereafter shall constitute your acceptance of the amended Agreement. -Headings. The section titles in this Agreement are for convenience only and have no legal or contractual effect.