End User License Agreement

This INFIMA End User License Agreement("Agreement") is entered into by and between INFIMA Security, Inc.d / b / a INFIMA("INFIMA", "we", "us" or "our") and you, the person accepting this Agreement and registering for use of INFIMA's web - based interface(the "Site") and proprietary software products(together, the "Product"), or the organization or entity that has authorized you to accept this Agreement and register for access to the Product for its benefit(in either case "you", "your" or "Client"), and governs your access to and use of the Product, made available by us, and as may be downloaded and used by you.

BY ACCEPTING THIS AGREEMENT, OR REGISTERING FOR, DOWNLOADING, ACCESSING OR USING THE PRODUCT, YOU CONFIRM THAT(1) YOU HAVE READ THIS AGREEMENT, (2) YOU AND ANY ORGANIZATION OR ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT OR USING THE PRODUCT, ACCEPT THIS AGREEMENT, AND(3) IF YOU ARE AN INDIVIDUAL, THAT YOU ARE AN EMPLOYEE OR AGENT OF THE ORGANIZATION OR ENTITY ON WHOSE BEHALF YOU ARE ACTING, AND HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ORGANIZATION OR ENTITY.

IF YOU DO NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT, THEN(I) WE ARE UNWILLING TO GRANT YOU RIGHTS TO THE PRODUCT, (II) YOU MUST DISCONTINUE USE OF THE SITE; AND(III) YOU MAY NOT DOWNLOAD OR USE THE PRODUCT.THE EFFECTIVE DATE OF THIS AGREEMENT IS THE DATE ON WHICH YOU ACCESS THE SITE OR DOWNLOAD THE PRODUCT.

Please print this Agreement for your records.

1. PRODUCT ACCESS AND USE.

Except for the limited rights granted in this Agreement, INFIMA retains all right, title and interest in the Product, all copies thereof, and all proprietary rights in the Product, including copyrights, patents, trademarks and trade secret rights.This Agreement grants you the following rights, as applicable:

A. During the term of this Agreement, INFIMA grants you a nonexclusive, nontransferable, revocable(as permitted herein) license to access and use the Product.

B. INFIMA reserves the right to upgrade, enhance, change or modify the Product at any time in its sole discretion("Opt - Out Changes").Any Opt - Out Changes made available to you by INFIMA, if any, will be subject to the terms of this Agreement, except to the extent that conflicting or more restrictive provisions are agreed upon in future agreements relating to such Opt - Out Changes.

C. The Product contains material that is protected by United States copyright and trade secret law, and by international treaty provisions.All rights and content not expressly granted to You under this Agreement are expressly reserved by INFIMA and its affiliates.You shall not modify, remove or destroy any proprietary markings or confidential legends placed upon or contained within the Product or any related materials.All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights in the Product shall remain the sole and exclusive property of INFIMA or its affiliates, as applicable.

2. TERM.

The license will commence on the date you first use the Product or accept this Agreement, whichever is earlier(the "Effective Date"), and shall remain in effect until terminated by either party to the Agreement.

3. LIMITATIONS ON LICENSE.

The license granted to you in this Agreement is restricted as follows:

• A. You may not copy, in part or in whole, or distribute the Product.
• B. You may not reverse engineer, decompile, disassemble, modify or create derivative works of the Product. You may not alter or modify any disabling or security mechanism which may be resident in the Product.
• C. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Product.
• D. All use of the Product shall be in accordance with its then-current published documentation contained on the Site.
• E. You shall be solely responsible for ensuring that your use of the Product is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations.
• F. You acknowledge and agree the Product and associated documentation constitute proprietary and intellectual property (collectively, the "Proprietary Information") of INFIMA. You may not use or disclose the Proprietary Information without INFIMA's prior written consent, except disclosure to and subsequent uses by your need-to-know employees and contractors, if applicable. You agree to use at least the same degree of care in protecting the Proprietary Information as you use to protect your own similar information, including your own personally identifiable information, but in no event less than reasonable care. You acknowledge that due to the unique nature of the Proprietary Information, INFIMA will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Proprietary Information. In addition to any other remedies that may be available in law, in equity or otherwise, INFIMA shall be entitled to obtain injunctive relief to prevent such unauthorized use or disclosure.

The license granted herein is not a transfer of title, right, or interest in the Site or Product.

Additionally, you agree not to:

• Use the Site or Product in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Site or Product, including their ability to engage in real time activities through the Site or Product.
• Use any robot, spider, or other automatic device, process, or means to access the Site or Product for any purpose, including monitoring or copying any of the material on the Site or Product.
• Use any manual process to monitor or copy any of the material on the Site or Product, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Site or Product.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site or Product, the server on which the Site or Product is stored, or any server, computer, or database connected to the Site or Product.
• Attack the Site or Product via a denial-of-service attack or a distributed denial-of-service attack.
• Infringe upon or violate the intellectual property rights or any other rights of others.
• Use the Site or Product in any manner that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
• Attempt, in any manner, to obtain the password, account, or other security information from any other user.
• Violate the security of any computer network or crack any passwords or security encryption codes.
• Run Maillist, Listserv, any form of auto-responder or "spam" on the Site or Product, or any processes that run or are activated while you are not logged into the Site or Product, or that otherwise interfere with the proper working of the Site or Product (including by placing an unreasonable load on Site or Product infrastructure).
• Use the Site or Product in a manner that "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Site or Product, whether through manual or automated means.
• Otherwise attempt to interfere with the proper working of the Site or Product.

4. INTELLECTUAL PROPERTY.

A. Indemnification. (1) INFIMA agrees to defend and indemnify You and to hold You harmless from all damages awarded against You, and all reasonable expenses (including attorneys' fees) incurred by You, for any claim of infringement of a third party's U.S. patent registered as of the Effective Date or copyright asserted against You by virtue of Your authorized use of the Product as delivered by INFIMA; provided that INFIMA is given prompt notice of any such claim and right to control and direct the investigation, preparation, defense and settlement of each such claim and further provided that You shall fully cooperate with INFIMA in connection with the foregoing. Notwithstanding the foregoing, INFIMA assumes no liability or indemnity obligation for claims of infringement of intellectual property rights arising from (i) use of the Product in combination with non-INFIMA-approved third party products, including hardware and software, (ii) modifications or maintenance of the Product by a party other than INFIMA, and (iii) misuse of the Product.

(2) You shall indemnify and defend INFIMA and hold it harmless from and against any claims, damages, or costs, including reasonable attorneys' fees, asserted by third parties arising out of any of the foregoing exceptions; provided that You are given prompt notice of any such claim and right to control and direct the investigation, preparation, defense and settlement of each such claim and further provided that INFIMA shall fully cooperate with You in connection with the foregoing.

B. Should the Product as delivered by INFIMA become or, in INFIMA's opinion, be likely to become, the subject of a claim of infringement, INFIMA may, at its option and expense either (a) procure for You the right to continue to use the Product as contemplated hereunder, or (b) replace or modify the Product or modify its use to make its use hereunder noninfringing. If neither option is reasonably available to INFIMA, then this Agreement may be terminated at the option of either party hereto without further obligation or liability.

C. THE FOREGOING PROVISIONS OF THIS SECTION 4 (WHICH SHALL BE SUBJECT TO SECTION 7 BELOW) STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF INFIMA AND THE EXCLUSIVE REMEDY OF YOU AND ANY OTHER ENTITY, WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

D. You agree INFIMA may use or refer to you and your company in any advertising, publicity, promotional, marketing, or other materials, media, or activities, using any name, trade name, trademark, service mark, logo, or any other designation of yours or any of your affiliates without the prior written consent of you, as long as such disclosure is limited to stating that you and your company are a client of INFIMA. You agree that INFIMA may use materials submitted or identified by you through the Product (including but not limited to messages identified through or submitted to the Product as phishing or security threats) to develop Product features or security testing functionality, including distributing such materials, as modified, to other customers of INFIMA. INFIMA will remove sensitive and identifiable information from such materials prior to any such use or dissemination. You waive all rights to such materials as modified and grant INFIMA a perpetual, royalty-free, worldwide license to reproduce, modify, distribute, or otherwise use such modified materials and further derivatives thereof.

5. TERMINATION.

A. Without prejudice to any other rights, INFIMA may terminate this Agreement immediately, without any notice to you, if you fail to comply with any of the terms and conditions of this Agreement or INFIMA's Terms of Service.

B. In the event of any expiration or termination of this Agreement for any reason, You must remove all copies of the Product, if any reside on your local systems, and all of its components from all of your systems, and destroy all related media and documentation, if any. The license granted to the Product will automatically terminate on expiration or termination of this Agreement.

6. WARRANTY DISCLAIMER.

THE PRODUCT PROVIDED OR MADE AVAILABLE BY INFIMA TO YOU HEREUNDER IS PROVIDED “AS AVAILABLE,” “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER, AND INFIMA EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, QUALITY OF INFORMATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INFIMA DOES NOT WARRANT THAT THE ITEMS WILL BE ERROR-FREE, COMPLETELY SECURE, WILL INTEROPERATE OR FUNCTION WITH ANY PARTICULAR SOFTWARE OR HARDWARE, OR BE PROVIDED (OR BE AVAILABLE) WITHOUT INTERRUPTION. INFIMA MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ACCURACY OF INFORMATIONAL CONTENT OR SYSTEM INTEGRATION, OR THE APPROPRIATENESS OF THE PRODUCT FOR ANY PARTICULAR SYSTEM. INFIMA DOES NOT WARRANT THAT THE SITE OR PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE OR PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR PRODUCTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INFIMA SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF INFIMA’S OBLIGATIONS HEREUNDER.

THE SITE OR PRODUCT MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT INFIMA DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. INFIMA SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.

THE PRODUCT IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. THE PRODUCT IS NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR FACILITIES, OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY OR PROPERTY DAMAGE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU, BUT THIS SECTION SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INFIMA OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT DAMAGES, OR ANY OTHER DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, EVEN IF INFIMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE). IN ANY CASE, THE ENTIRE LIABILITY OF INFIMA AND ITS AFFILIATES UNDER THIS AGREEMENT FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU FOR THE PRODUCT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CAUSE OF ACTION OR CLAIM.

ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT INFIMA SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSSES OF USER OF ANY KIND RELATING TO OR IN CONNECTION WITH CLAIMS THAT THERE HAVE BEEN ERRORS OR OMISSIONS OF PROFESSIONAL NATURE, REGARDLESS OF WHETHER SUCH ERROR OR OMISSION OCCURRED WITH THE USE OR AID OF THE PRODUCT.

Some states do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the above may not apply to you.

8. INDEMNITY.

You agree to indemnify, defend and hold harmless INFIMA and its parent and their respective officers, directors, shareholders, agents, affiliates, and licensors from and against any and all third party claims of any kind (along with attorneys’ fees and litigation costs) arising out of, resulting from, or in connection with your breach of this Agreement or your use or misuse of the Product, including any combination of the Product with any hardware, software, or other intellectual property not provided by INFIMA.

9. ARBITRATION & GOVERNING LAW.

INFIMA will try work in good faith to resolve any issue you have with INFIMA, if you bring your issue to the attention of INFIMA. You and INFIMA agree that any dispute, claim or controversy arising out of or relating in any way to this Agreement shall be determined by binding arbitration in the State of Florida. You agree that, by agreeing to this Agreement, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive any termination of this Agreement and any other contractual relationship between you and INFIMA. The arbitration will be governed by the Commercial Arbitration Rules (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and forms are available at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms, including this arbitration agreement. Unless INFIMA and you agree otherwise in writing, any arbitration hearings will take place in the State of Florida.

Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

YOU AND INFIMA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND INFIMA FURTHER AGREE TO WAIVE TRIAL BY JURY IN ANY CASE ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SITE OR PRODUCT. Further, unless both you and INFIMA agree otherwise in writing, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of this Agreement shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts in the State of Florida. You hereby consent to the jurisdiction of such courts and waive all objections to any proceeding in these courts based on venue or inconvenient forum. This Agreement is governed by and construed in accordance with the laws of the State of Florida, as applied to agreements entered into and wholly performed within Florida between Florida residents. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.

10. GENERAL.

A. This Agreement constitutes the entire understanding and agreement between INFIMA and you with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the specific subject matter of this Agreement, all of which are merged in this Agreement, other than any Terms of Service Agreement entered into by You or your company with INFIMA (which shall continue to remain in full force and effect), and INFIMA’s Privacy Policy, both of which shall be read in harmony with this Agreement.

B. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Any failure by INFIMA to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision.

C. Neither party shall assign this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement, without the other party’s consent, to any Affiliate or subsidiary, or in the event of a merger, acquisition, or sale of all or substantially all of its assets. “Affiliate” means any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the party.

D. Neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, unavailability of components, labor difficulties, war, riot, act of God, export control regulation, laws, judgments or government instructions.

E. The following provisions shall survive any termination or expiration of this Agreement: Sections 3, 4, 6, 7, 8, 9, 10, and 11. INFIMA may assign any of its rights or obligations hereunder as it deems necessary.

F. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.

11. U.S. GOVERNMENT RIGHTS.

The Product is commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101. If acquired by or on behalf of any the Department of Defense (“DOD”) or any component thereof, the U.S. Government acquires this commercial computer software and commercial computer software Documentation subject to the terms of this Agreement as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and commercial computer software Documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer Software.

12. AUTHORIZATION.

By downloading, installing, accessing, or using the Product, you indicate that you have the authority to bind yourself or your organization, as applicable, to the terms of this Agreement.