License Agreement BY USING OR ACCESSING OR INSTALLING ANY PART OF THE CIPHERGRAPH NETWORKS SERVICE ("SERVICE"), YOU (AND THE ENTITY OR COMPANY THAT YOU REPRESENT, IF ANY) ("YOU" OR "YOUR") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICE. CIPHERGRAPH NETWORKS INC'S ("CIPHERGRAPH") ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. License. Subject to Your full compliance with all the terms and conditions of this Agreement, CipherGraph grants You a personal, nontransferable, nonsublicensable, nonexclusive license to use the Service solely for Your personal, non-commercial internal evaluation ("License"), and only in accordance with any and all documentation and other instructions provided to You by CipherGraph. The "Service" shall include all software (if any) made accessible by CipherGraph to You, but only in object code version. This Agreement allows You to run the Service only as received at the time of download and to install the Service on devices at the limited number of networks or devices which the Service allows. Restrictions; Ownership. You shall not, nor permit anyone to, directly or indirectly: (i) copy, modify, or distribute the Service; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, or use the Service for timesharing or service bureau purposes, or otherwise use the Service for any commercial purpose (except with written consent from CipherGraph); You shall maintain and not remove or obscure any proprietary notices on the Service. As between the parties, CipherGraph shall own all title, ownership rights, and intellectual property rights in and to the Service, all related documentation and any copies or portions thereof. Any developments, inventions, works of authorship, ideas or know-how (whether patentable or not), Feedback (as defined below) or modifications (including all related intellectual and proprietary rights) made during the term of this Agreement by CipherGraph or You, either independently or at CipherGraph's direction, in any way relating to the Service, whether or not influenced or suggested by You, are the sole property of CipherGraph. CipherGraph may automatically receive and store certain types of information related to Your use of the Service (including, without limitation, configuration data). Any such information is the sole property of CipherGraph. You hereby make all assignments necessary to effect all ownership provisions of this Section 2. You understand that CipherGraph or its licensors may modify or discontinue offering the Service at any time. This Agreement does not give You any rights not expressly and unambiguously granted herein. Feedback. You agree to provide CipherGraph with any feedback it reasonably requests with respect to Your use of the Service (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) ("Feedback"). All Feedback shall be CipherGraph's sole property and "Confidential Information." Support; Equipment. CipherGraph will use commercially reasonable efforts to provide technical support for the Service, as reasonably requested by You. You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Service, including, without limitation, modems, hardware, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service. Warranty Disclaimer. CIPHERGRAPH MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND CIPHERGRAPH EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. FURTHER, CIPHERGRAPH DOES NOT WARRANT RESULTS OF USE OR THAT THE SERVICE IS BUG FREE OR ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. ALL THE FOREGOING DISCLAIMERS ALSO APPLY IN FULL WITH RESPECT TO CIPHERGRAPH'S LICENSORS, SUPPLIERS, DISTRIBUTORS, CONTRACTORS AND AGENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL CIPHERGRAPH BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER (INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) OR (II) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. CIPHERGRAPH'S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO CIPHERGRAPH (IF ANY) OR $100 (U.S.), WHICHEVER IS GREATER, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE CIPHERGRAPH'S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. ALL THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF CIPHERGRAPH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL THE FOREGOING LIMITATIONS ALSO APPLY WITH RESPECT TO CIPHERGRAPH'S SUPPLIERS, LICENSORS, DISTRIBUTORS, CONTRACTORS AND AGENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. Termination. This Agreement may be immediately terminated by either party for any reason or no reason at any time, and in any case will terminate upon general availability of the commercial version of the Service. For clarity, upon such date of termination, the Service will automatically be disabled and no longer usable by You. Upon termination, the License granted hereunder shall terminate and upon request by CipherGraph, You shall immediately uninstall and delete any and all documents, notes and other materials associated with the Service, including, without limitation, all Confidential Information and all copies and extracts of the foregoing. Sections 2, 3, 4, 6, 7, 8 and 9 and any remedies for breach shall survive any expiration or termination of this Agreement. Miscellaneous. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind CipherGraph in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by You except with CipherGraph's prior written consent. CipherGraph may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. Both parties agree that this Agreement (in combination with the NDA) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement and, except as otherwise provided herein, that all modifications must be in writing.