(version 1.0 - January 2016) STORMSHIELD NETWORK SECURITY GENERAL CONDITIONS OF USE AND USER LICENSE - Software Preamble The purpose of these provisions (items 1 to 8) is to define the terms and conditions applicable to the Customer's use of the Stormshield Network Security software solution(s), hereinafter the "Software Solution(s)". These general Terms and Conditions of use apply to Software Solutions distributed by Stormshield and to their possible changes and updates. In installing the Software Solution, the Customer acknowledges that he unconditionally accepts these General Terms and Conditions of use and the License for use of the Software Solutions. 1. Contractual documents These general Terms and Conditions, supplemented by the Technical Assistance Charter, and, in the event of direct sale of the Software Solution (s) by Stormshield, by Stormshield's General Terms and Conditions of Sale, determine the scope of the commitments between Stormshield and the Customer. They replace and cancel any prior verbal or written commitment related to the purpose of these Terms and Conditions. These Terms and Conditions have been drafted with regard to the state of Stormshield's technology as it existed at the time. However, Software Solutions are subject to ongoing development, continuously being enhanced for our Customers' protection. Hence, these Terms and Conditions of use may become obsolete. Therefore, Stormshield disclaims all liability for any inaccuracies that might appear in this document and for any damage that might result therefrom. Stormshield reserves the right to: * make changes and improvements in any Software Solution to which this document applies, without prior notice. * modify or replace these Terms and Conditions at any time. 2. Warranty and Liability 1. As of the date of installation, Stormshield warrants the Software Solution for ninety (90) days against substantial defects or malfunctioning, provided that it is used strictly in compliance with the manual as it exists on the delivery date, and in environments that meet the requirements. After the warranty period of ninety (90) days, and without subscription to a maintenance contract, the Software Solution (s) is (are) provided " as such " without any express or implied warranty and maintenance. When a maintenance contract is concluded, one must refer to its terms and conditions. 2. Also, in the event of a failure proven by the Customer, Stormshield shall be required to redress only the financial consequences of direct and foreseeable damage due to use of the Software Solution (s). Stormshield's liability for direct damage is limited to the amount received by Stormshield for purchase of the Software Solution that has effectively caused the damage. Under no circumstance shall Stormshield be held liable for damage that is indirectly related to use of the Software Solution (s), including any operating losses due to suspension of service or for any other reason, incurred by the Customer or a third party, even if Stormshield was advised of the possibility of such damage. Under no circumstance shall Stormshield be held liable for any loss of data or income, or for any consequential or direct particular damage or incident related to use of the Software Solution (s) or the related documentation. 3. The Customer alone is responsible for bringing the Software Solution (s) into adequacy with respect to its needs, and for its (their) compatibility with the Customer's other software or equipment. 4. Stormshield does not guarantee that use of the Software Solution (s) will not be interrupted, will not contain any errors, or will automatically function with any product, equipment and/or software. In particular, Stormshield disclaims any guarantee of ascending compatibility between the Software Solution (s) and its (their) changes, and the software that the Customer might install in its information system after application of the Software Solution. 5. Also, Stormshield disclaims all liability for improper installation, setting, configuration and/or use that is not compatible with the Software Solution (s). Stormshield does not provide any guarantee for a use by the Customer that does not comply with the requirements and the conditions for use described herein and/or the documentation related to the Software Solution. That is also the case for all consequences of an act, inaction, error, omission or defect falling within the responsibility of the Customer or any provider mandated thereby. All of the tasks related to installation, setting and configuration must be carried out by the Customer in compliance with the state of the art and the applicable regulations. When the Customer or any provider mandated thereby initiates the downloading, launching, installation or any other updating process of the Software Solution (s) proposed by Stormshield, Stormshield disclaims all liability for deficient activation of updates by the Customer or the provider mandated thereby. The Customer or any provider mandated thereby must comply with the instructions given in the documentation for installation of the Software Solution (s), particularly with the security rules, installation precautions and connection requirements that are transmitted to the Customer with these Terms and Conditions. Only the Customer is liable for a failure to abide by these rules. 6. Any fraudulent or illegal use of the Software Solution (s) by the Customer, including its employees or the provider mandated by the Customer, engages the latter's liability vis-a-vis Stormshield as well as third parties that incurred damage as a result thereof. 3. User license Stormshield hereby grants the Customer the right to use the Software Solution (s), which right is personal and is not exclusive, transferable or transmissible. The right of use is construed as the right to use, implement, post and execute the Software Solution (s) within the strict limits of the Customer's needs and in compliance with these Terms and Conditions. Therefore, any other use of the Software Solution (s) is prohibited. In that respect, the Customer shall refrain from the following acts: * any dissemination, distribution, renting, sales, sublicense, transfer, or any direct or indirect act that makes the Software Solution (s) available to a third party or the public, whether free of charge or for payment of a consideration; * any modification, translation, adaptation or evolution of the Software Solution ; * any decompiling of the Software Solution (s), particularly for the adjustment, production or sale of derived software, or software whose purpose, function or expression would be substantially similar to the Software Solution (s), or for any other action infringing Stormshield's reserved rights. Any use, reproduction or modification of the Software Solution that is not expressly authorized is illegal and may entail legal proceedings. The Software Solution (s) must be used according to its (their) intended purpose and its (their) documentation in a computer environment that complies with the requirements. The Software Solution (s) shall not be integrated in another software or application. Also, the Customer shall be entitled to the prerogatives specified in article L. 122-6-1 IV of the French Intellectual Property Code only after having expressly requested that Stormshield provide the information necessary for interoperability of the Software Solution (s) with new software, and only if Stormshield has not transmitted said information within one (1) month, with it being understood that these prerogatives shall not be used under conditions other than those specified in article L. 122-6-11 of the French Intellectual Property Code. This license applies to any possible updates, changes and new versions. Stormshield guarantees that it holds all of the intellectual property rights in the Software Solution (s), as well as the authorizations, transfers or licenses of any rights owned by third parties that allow it to grant the use thereof to the Customer. Therefore, Stormshield agrees to defend and indemnify the Customer for damage related to claims, proceedings or orders initiated by a third party alleging that a component of a Software Solution infringes an intellectual property right, provided that the Customer immediately notifies Stormshield in writing of a legal proceeding, makes a request for its defence, provides it with full cooperation in said defence, and does not enter into a settlement without Stormshield's prior written consent. To the extent that Stormshield acknowledges that the component is an infringement, it may, at its discretion and at its own expense, decide to (i) modify the component to stop the infringement, (ii) replace the component with non-infringing software that has functions which are overall equivalent or higher in performance, (ii) obtain the rights of use to enable the Customer to continue exploiting the Software Solution in accordance with these Terms and Conditions. This warranty does not apply to any action for infringement due to non-conforming use or exploitation, or to any modification or adaptation of any components of the Software Solution by the Customer. 4. Intellectual Property Copyright (c) Stormshield 2016. All rights reserved. Any reproduction, adaptation or translation of this document without prior authorization is prohibited. Stormshield holds all of the intellectual property rights related to the Software Solutions, its trademark, and all elements enabling it to conclude the contract. Also, the right to use the Software Solutions shall not be deemed to constitute a transfer of any of the intellectual property rights. In that regard, the Customer agrees to keep intact all particulars of intellectual property appearing in the Software Solutions. 5. Data 1. Some Software Solutions enable the recovery and analysis of the connection histories and logs. The information thusly analysed may enable verification of the internal users' business, and may provide nominative information. The legislation applicable in the Customer's country may impose certain measures such as administrative declarations or the obligation to inform the users. It is the Customer's responsibility to comply with the legal obligations applicable in its country, which the Customer acknowledges. 2. Some Software Solutions provide data encryption mechanisms, the use of which may be prohibited or limited by the legislation applicable in the Customer's country. It is the Customer's responsibility to comply with the legal obligations applicable to this type of system, which the Customer acknowledges. 3. Stormshield disclaims all liability for any use of the Software Solution (s) that does not comply with the Customer's local legislation. Stormshield shall not be accountable for the Customer's failure to comply with the legal requirements. 4. Generally, the Customer guarantees Stormshield that it has met the obligations incumbent thereon pursuant to its national legislation with regard to personal data, and that, as appropriate, it has informed the natural persons involved of the use of said personal data. In that regard, the Customer guarantees Stormshield against, and holds it harmless from, any recourse, complaint or claim made by a natural person whose personal data might be reproduced and transmitted to Stormshield. 5. Under no circumstance shall Stormshield be held liable for the quality, integrity, completeness and accuracy of data transmitted by the Customer, and, consequently, for the contents and data that will be accessible via the Software Solution (s). 6. Force majeure Neither party shall be accountable for a failure to execute any of its obligations if such a failure results from a governmental decision, including any withdrawal or suspension of any authorizations whatsoever; a total or partial strike, whether internal or external to the company; a fire; a natural disaster; a state of war; a total or partial suspension or blockage of telecommunications or electrical networks; a computer piracy; or, more generally, any other situations of force majeure, the characteristics of which are defined by case law. The party impaired by the event must immediately inform the other party of the impossibility of it executing its obligations. The suspension or delay in execution of any obligations shall not under any circumstance constitute grounds of liability for non-execution of the obligation in question, or imply the payment of damages or penalties for late performance. 7. Export Stormshield informs that the Software Solutions may contain technologies and software subject to laws of the United States or the European Union regarding the control of exports as well as to laws of the country where they are delivered or used. In accordance with said laws, the Software Solutions cannot be sold, rented or transferred to users or countries subject to restrictions. The retailer, Customer or any other provider mandated by the Customer agrees to comply with said laws. The Software Solutions fall within the category of dual-use products that can be used in a civil or military context. As dual-use products, they are subject to (EU) Regulation No. 428/2009 of the European Council of 5 May 2009, amended by EU regulations No. 1232/2011 and No. 388/2012 of the Parliament and the European Council of 16 November 2011 and 19 April 2012 respectively. In order to comply with the international commitments of the European Union and those of its members, the export of dual-use products is subject to control and authorization. Stormshield has taken all of the steps required by the French authorities to obtain the export licenses and the authorizations for each country to which it exports. That means that Stormshield is authorized to export its Software Solutions, but that does not mean that a third party and/or a Stormshield partner can export Software Solutions to the countries indicated in export licenses granted solely to Stormshield. Any Stormshield Distributor, Retailer or other Partner, regardless of the name it is given, is advised that, if it exports Software Solutions outside of the European Union, it must file its applications with the competent authorities to obtain an export license. If a Software Solution has already been exported outside of the European Union without authorization, Stormshield recommends that the Distributor, Retailer, Partner or other person involved immediately contact the competent authority to straighten out the situation. Due to the nature of the Software Solutions, cryptology processes are implemented. Stormshield has obtained the required authorizations. It is the responsibility of the Distributor, Retailer, Partner or other to proceed with all statutory and/or regulatory formalities and procedures locally applicable to the Software Solutions. Stormshield agrees to provide information and assistance that might reasonably be required regarding the guarantees necessary for procurement of said authorizations. 8. Applicable law - Jurisdiction ANY DISPUTE THAT MIGHT ARISE REGARDING AN ALLEGED DEFICIENCY IN THE SOFTWARE AND/OR PRODUCTS, AND/OR THE CONSTRUCTION OR APPLICATION OF THESE GENERAL TERMS AND CONDITIONS OF USE AND USER LICENSE MUST BE SUBMITTED TO THE COMPETENT COURT LOCATED IN THE AREA OF STORMSHIELD'S HEAD OFFICE, WITH ONLY FRENCH LAW BEING APPLICABLE.