IONIC SECURITY INC. LICENSE AGREEMENT TERMS AND CONDITIONS Please read the following terms and conditions carefully and completely before accessing the Ionic Security Inc. ("Ionic") data security and access control platform (the "Platform") or downloading or using any related software, data, data files, and software documentation (collectively, the "Software"). Any download or use of the Software, or access to and use of the Platform, is restricted and governed by the terms and conditions of a separate Master Subscription and License Agreement entered into between you (or the entity, organization or agency you represent) and Ionic (a "Master Agreement"). By downloading the Software or accessing the Platform, you represent that you or the entity, organization or agency you represent have executed and delivered a Master Agreement and have accepted and agreed to be bound by its terms and conditions, and the terms and conditions set forth herein. TO AGREE TO THESE TERMS, CLICK "AGREE." If you or the entity, organization or agency you represent have not executed and delivered a Master Agreement, DO NOT CLICK "AGREE" AND DO NOT DOWNLOAD OR USE THE SOFTWARE OR ATTEMPT TO ACCESS THE PLATFORM. IN ADDITION, IF you do not agree to be bound by these terms and conditions (the "License"), DO NOT CLICK "AGREE" AND do not download or use the Software or attempt to access or use the Platform. License Grant Subject to the terms and conditions of this License, including payment of amounts set forth in the Master Agreement, Ionic hereby grants to you, and you hereby accept from Ionic, a non-exclusive, non-transferable license for the period set forth on the Master Agreement (the "Term") to use the Software solely for your internal business purposes in accordance with this License, the Master Agreement and all applicable laws. You shall not directly, indirectly, or impliedly sublicense, assign, or subcontract any of the rights granted to you by Ionic under this License or the Master Agreement. License Scope The Software may include the hosted cloud-based portion of the Platform, the on-premises portion of the Platform, and/or an agent portion that is downloadable and usable by you to access and interact with the Platform. This License permits you to install and use the downloadable portion of the Software on up to, and no more than, the number of computers set forth on the Master Agreement, and/or use both the downloadable portion by up to, and no more than, the number of users set forth on the Master Agreement. This License also permits you to copy the downloadable portion of the Software, but only as inherently necessary and required to create a temporary, electronic copy of the downloadable portion of the Software. This License may additionally permit you to use the features and functionality provided by the Platform, but only through the use of and interaction with the agent or on-premises portion of the Software by end users or through the provided web console by administrators. You may use the Software as described in this section during the Term and for no longer. License Restrictions The License is limited to your access and use of the object and other executable code or programming of the Software as provide in the Master Agreement. No rights are granted to you under this License or the Master Agreement with respect to the source code or programming, or non-executable forms or parts of the Software. No use of the Software for any other purpose is permitted. Additionally, you shall not perform or attempt to perform, or have or assist a third party in performing or attempting to perform, any decompiling, disassembly, or reverse engineering of the Software, or any derivation of information relating to the code, programming, structure, architecture, processes, methods, or techniques used in or by the Software or the Platform. In addition, you shall not alter or modify the Software, or create any derivative work (including, but not limited to, any translation) of the Software. This License shall immediately terminate upon the occurrence of any use of the Software for any purpose other than the purposes set forth herein or in the Master Agreement, any use of the Software other than as expressly permitted by this License or the Master Agreement, or the violation of any of the other restrictions of this License or the Master Agreement. Export You acknowledge that the Software and certain aspects of the Platform are subject to the U.S. Export Administration Regulations (the "EAR") and that you will comply with the EAR. You will not export or re-export the Software, directly or indirectly, or locate your servers that maintain the Software or Platform, to: (1) any countries that are subject to U.S. export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria); (2) any user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or (3) any user on the U.S Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List, or who has been otherwise prohibited from participating in US export transactions by any federal agency of the U.S. government. In addition, you are responsible for complying with any local laws in your jurisdiction, which may impact your right to import, export or use these products. Software Ownership Ionic and its licensors exclusively own and will retain exclusive ownership of all right, title, and interest in and to the Software and the Platform, including, but not limited to, any and all downloaded portions of the Software, and any modifications of any of the foregoing. You acknowledge and agree that you do not own, and hereby disclaim any ownership of, the Software or the Platform. Also, you agree not to offer, loan, lease, deliver, encumber, sell, or otherwise transfer any portion of the Software or grant access to the Platform to any third party. Intellectual Property The Software and Platform embody Ionic's intellectual property. As between Ionic and you, Ionic exclusively owns and will retain exclusive ownership of all right, title, and interest in and to all intellectual property (including, without limitation, Trade Secrets as defined under applicable law) and other proprietary rights relating to the Software and the Platform (collectively, the "Ionic IP"). You acknowledge and agree that you have no rights in or to the Ionic IP except as expressly granted under this License or the Master Agreement. Also, you agree not to remove, alter, deface, or otherwise render unreadable any notices or legends pertaining to the Ionic IP. Additionally, you acknowledge and agree that any alterations, modifications, or improvements to the Software made by you, or on your behalf, together with any improvements to the Software or Platform suggested by you, shall be owned exclusively by Ionic. You agree to promptly execute all documents reasonably provided by Ionic to perfect Ionic's ownership of the intellectual property rights in and to such alternations, modifications, improvements, or suggestions. Confidential Information The Software, Platform and any information developed in connection with this License or the Master Agreement related to the performance, features, functionality, fees and usability of the Software or Platform is the proprietary and confidential information of Ionic unless otherwise agreed in writing by Ionic. You will maintain the Software, Platform and any such information as proprietary and confidential, and will use the same level of care, but no less than a reasonable level of care, to prevent the unauthorized use, dissemination, or publication of the same as you use to protect your own proprietary and confidential information. The obligations of confidentiality required by this paragraph shall extend for a period of three (3) years after your acceptance of this License with respect to information not constituting a Trade Secret, and for so long as such information remains a Trade Secret with respect to information constituting a Trade Secret. Term; Termination This License commences on the earliest effective date of the Master Agreement and continues until the Master Agreement has expired or been terminated in accordance with the terms thereof. Ionic may terminate this License, in whole or in part, or suspend delivery of the Software or access to the Platform, if you commit a material breach of this License or the Master Agreement and fail to cure such breach within the notice and cure periods set forth in the Master Agreement. Upon expiration or termination of this License, you shall immediately cease all use of the Software and promptly de-install or irrevocably delete the downloadable portion of such Software from every computer on which you installed it. Disclaimer of Warranties YOU ACKNOWLEDGE AND AGREE THAT EXCEPT FOR THE WARRANTIES PROVIDED IN THE MASTER AGREEMENT, IONIC MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SOFTWARE, PLATFORM OR SERVICES PROVIDED BY IONIC, OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, IONIC MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE, PLATFORM OR SERVICES PROVIDED BY IONIC WILL MEET YOUR NEEDS OR REQUIREMENTS, OR THAT OPERATION OF THE SOFTWARE OR PLATFORM WILL BE SECURE, ERROR FREE, DELAY FREE, OR FREE FROM INTERRUPTION, OR THAT ANY OR ALL DEFICIENCIES IN THE SOFTWARE OR PLATFORM CAN OR WILL BE FOUND OR CORRECTED. IONIC SPECIFICALLY DISCLAIMS, AND YOU HEREBY WAIVE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE THAT MIGHT PERTAIN TO THE SOFTWARE, THE PLATFORM OR THE SERVICES PROVIDED BY IONIC. YOU ASSUME ALL RISKS FOR YOUR USE OF THE SOFTWARE AND BEAR SOLE RESPONSIBILITY FOR DETERMINING WHETHER THE SOFTWARE OR PLATFORM MEETS YOUR NEEDS AND REQUIREMENTS. Exclusion of Damages IONIC AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND/OR PUNITIVE DAMAGES (EXCEPT WITH REGARD TO PUNITIVE DAMAGES WHICH MAY NOT BE EXCLUDABLE IN THE RELEVANT JURISDICTION), INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF DATA, CORRUPTION OF DATA, OR LOSS OF BUSINESS, IN CONNECTION WITH THE SOFTWARE, PLATFORM OR SERVICES PROVIDED BY IONIC, OR OTHERWISE UNDER THIS LICENSE, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Limitation of Liability EXCEPT AS PROVIDED IN THE MASTER AGREEMENT, IN NO EVENT SHALL IONIC, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THE SOFTWARE, PLATFORM OR SERVICES PROVIDED BY IONIC, OR OTHERWISE UNDER THIS LICENSE, FOR AN AMOUNT GREATER THAN $500. Miscellaneous (a) This License together with the Master Agreement contains the entire understanding between you and Ionic as to the Software and Platform and supersedes all prior and collateral communications, reports, and understandings between you and Ionic in respect thereto. In the event of a conflict between the terms of this License and the Master Agreement, the terms of the Master Agreement will control. (b) In the event that any provision of this Agreement is held void, voidable, invalid, or inoperative, no other provision of this Agreement shall be affected as a result thereof, and the remaining provisions of this Agreement shall remain in full force and effect. (c) The provisions of this License pertaining to ownership of the Software and Platform, intellectual property, confidential information, disclaimer of warranties, exclusion of damages, indemnity, and miscellaneous issues shall survive any expiration or earlier termination of this License. (d) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia, United States of America, without giving effect to any conflicts of laws principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state courts located in Fulton County, Georgia and the federal courts located in the Northern District of Georgia and each Party hereby consents to the personal jurisdiction thereof.