Datagres for license by supplying the product ID. The Parties may agree in writing to extend the duration of the Term. 4.LOCATION. Upon Licensee's request, Datagres may provide Licensee with the requested number of licenses of Software. Datagres shall make the Software available for electronic download to Licensee's location(s), the identities of which shall be communicated by Licensee to Datagres (the "Licensee Location"). 5.TITLE. Datagres retains all right, title, and interest to the Software, and shall be responsible for any personal property taxes assessed against the Software during the Term. Licensee shall clearly identify all Software as the property of Datagres. The Software shall remain personal property and shall not become part of real property by annexation or otherwise. Licensee shall not offer, loan, encumber, sell, or otherwise transfer the Software to any third party. 6.RESTRICTIONS. Software is confidential and copyrighted. Title to Software and all associated intellectual property rights is retained by Datagres and/or its licensors. Unless enforcement is prohibited by applicable law, you may not modify, decompile, or reverse engineer Software. You acknowledge that Licensed Software is not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility. Datagres Technologies, Inc. disclaims any express or implied warranty of fitness for such uses. No right, title or interest in or to any trademark, service mark, logo or trade name of Datagres or its licensors is granted under this Agreement. 7.LIMITED WARRANTY: Licensee acknowledges that the software has not completed datagres's full quality-assurance program and may have errors or defects. The software is licensed to licensee on an "as is" basis. Accordingly, Datagres makes no express or implied warranty of any kind with respect to the software, and specifically disclaims the implied warranties of merchantability and fitness for a particular purpose. 8.DISCLAIMER OF WARRANTY. Unless specified in this agreement, all express or implied conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement are disclaimed, except to the extent that these disclaimers are held to be legally invalid. 9.LIMITATION OF LIABILITY. To the extent not prohibited by Law, in no event will datagres or its licensors be liable for Any lost revenue, profit or data, or for special, indirect, Consequential, incidental or punitive damages, however Caused regardless of the theory of liability, arising out Of or related to the use of or inability to use software. Even if datagres has been advised of the possibility of such Damages. In no event will Datagres's liability to you, whether in contract, tort (including negligence), or otherwise, Exceed the amount paid by you for software under this Agreement. The foregoing limitations will apply even if the Above stated warranty fails of its essential purpose. Some States do not allow the exclusion of incidental or Consequential damages, so some of the terms above may not be applicable to you. 10.FUTURE AVAILABILITY. While Datagres intends to commercially release the Software, Datagres reserves the right at any time not to release the Software or, even if released, to alter prices, features, specifications, capabilities, functions, release dates, general availability, or other characteristics of the Software. 11.RISK OF LOSS. Licensee shall be liable for all loss or damage to the Software while the Software is in Licensee's possession. 12.TECHNICAL SUPPORT. Unless otherwise agreed in writing, Datagres shall have no obligation to provide Licensee with technical support (such as Licensee may otherwise reasonably expect as part of Datagres's standard software maintenance and support regime) during the Term. 13.MALFUNCTIONS. Datagres may respond as soon as practical to reported problems but shall have no obligation to respond within a particular time frame. Licensee shall report Product malfunctions to Datagres in accordance following procedures reasonably determined by Datagres and communicated to Licensee. 14.TERMINATION. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Software. This Agreement will terminate immediately without notice from Datagres if you fail to comply with any provision of this Agreement. Either party may terminate this Agreement immediately should any Software become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right. Upon Termination, you must destroy all copies of Software. 15.INDEMNITY. Licensee shall defend, indemnify, and hold harmless Datagres from all claims, losses, costs, damages, expenses (including attorneys' fees), and other liabilities arising out of Licensee's use, operation, or possession of the Software, to the fullest extent permitted by law. 16.EXPORT REGULATIONS. All Software and technical data delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you. 17. U.S. GOVERNMENT RESTRICTED RIGHTS. If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions). 18. GOVERNING LAW. Any action related to this Agreement will be governed by California law and controlling U.S.federal law. No choice of law rules of any jurisdiction will apply. 19. SEVERABILITY. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. 20. INTEGRATION. This Agreement is the entire agreement between you and Datagres relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. For inquiries please contact: Datagres Technologies, Inc., 530, Lytton Avenue, 2nd Floor, Palo Alto, CA 94301.