Bayware, Inc End User License Agreement The terms and conditions contained herein constitute a legal agreement. This agreement ("agreement") contains the entire agreement between you ("licensee") and Bayware, Inc ("Bayware") with respect to the terms and conditions described herein. Read this agreement carefully before you use Bayware software. By downloading, installing or using this software application, any future versions, updates, substitutions, or copies made by or for you (collectively, the "Software"), you agree to be bound by the following Terms and Conditions (the "Terms"). By using the Bayware software, you acknowledge that (1) you are authorized to enter this agreement for and on behalf of your company, and are doing so, and (2) you have read and understand and agree that you and the company shall be bound by these terms and conditions and all modifications and additions provided for. If you do not agree with these terms and conditions, do not use the Software and contact Bayware to terminate the product subscription. Software products included with this product that are not Bayware products are licensed to you by the software provider. Please refer to the license contained in the provider's product for the terms of use before using such products. 1. License Grant. Bayware grants you a limited, non-exclusive license (“License”) to use the Software and related explanatory written materials subject to the terms and restrictions set forth in this License Agreement. You are not permitted to use the Software in any manner not expressly authorized by this License. You acknowledge and agree that ownership of the Software and all subsequent copies thereof regardless of the form or media are held by Bayware. The terms of this License will govern any Software upgrades provided by Bayware that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. a. You agree to use the Software only for purposes that are permitted by (i) these Terms and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). These laws include (but are not limited to) restrictions on destinations, end users and end use. b. You agree that you are solely responsible for (and that Bayware has no responsibility to you or to any third party for) your use of the Software, any breach of your obligations under these Terms, and for the consequences (including any loss or damage which Bayware may suffer) of any such breach. c. You may not use the Software in any manner intended to damage, disable, overburden, disrupt or impair the Software (or servers or networks which are connected to the Software), nor may you use the Software in any manner intended to interfere with any other party's use and enjoyment of the Software (or servers or networks which are connected to the Software) d. You may not use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms. 2. Term of Agreement. Your License is effective until terminated. The License will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. You may terminate these Terms at any time. Bayware may at any time, terminate these Terms by posting written notice of termination online, or by sending a written notice of termination to you. At termination you shall cease all use of the Software and destroy all copies, full or partial of the Software. 3. Ownership Rights. The Software and related explanatory written materials are protected by United States copyright laws and international treaties. Bayware, third party component providers, and open source component providers own and retain all right, title and interest in and to the Software and related explanatory written materials, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation, or use of the Software and related explanatory written materials does not transfer to you any title to the intellectual property in the Software and the related explanatory written materials, and you will not acquire any rights to the Software and to the related explanatory written materials except the limited right to use it as expressly set forth in this Agreement. 4. Use of Name and Trademarks. You shall not use the name, trade names or trademarks of Bayware or any of its affiliates in any advertising, promotional literature or any other material, whether in written, electronic or other form, distributed to any third party, except in the form provided by Bayware, and then solely for purposes of identifying Bayware software. 5. Restrictions. a. You agree that you will not, and will not allow any third party to, (i) modify, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or content that may be presented or accessed through the Software for any purpose unless otherwise permitted, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the Software or any portion thereof, (ii) sell, rent, lease, loan, distribute, transfer, reproduce, copy, trade, resell or sublicense the Software or access thereto or derive income from the use or provision of the Software, whether for direct commercial or monetary gain or otherwise, without Bayware's prior, express, written permission, (iii) use the Software to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter Bayware's or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software. b. The Software contains or are distributed with certain open source software components, each of which has its own copyright notice requirements and own applicable license conditions. These components are subject to the terms of third party open source licenses, not the terms of this Agreement. A list of these components and the licenses that cover them can be found in the current release notes for the Software on Bayware’s website, at 6. Transfers. You may transfer all your rights to use the Software and related explanatory written materials to another person or legal entity provided you transfer this Agreement, the Software including all copies, updates and prior versions, and the related explanatory written materials to such person or entity and that you retain no copies, including copies stored on the computer. 7. Exclusion of Warranties. THE SOFTWARE IS PROVIDED TO LICENSEE 'AS IS', AND ANY USE BY LICENSEE OF THE SOFTWARE WILL BE AT LICENSEE'S SOLE RISK. BAYWARE MAKES NO WARRANTIES RELATING TO THE SOFTWARE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE JURISDICTION MAY NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law. 8. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL BAYWARE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTON OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE BAYWARE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILTY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF BAYWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JUSISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAIAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Bayware's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. 9. Fees and Payments a. Bayware reserves the right to charge fees for future use of the Software in Bayware's sole discretion. If Bayware decides to charge for the Software, such charges will be disclosed to you prior. b. Unless otherwise provided by law, all charges are earned when received and are nonrefundable, and the costs of any returns will be at your expense. 10. Export Law Assurances. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported a. into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, North Korea, Sudan, and Syria) or b. to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list. 11. United States Government. The Software and related explanatory written materials are 'Commercial Items' as that term is defined at 48 C.F.R. 2.101, consisting of 'Commercial Computer Software' and 'Commercial Computer Software Documentation', as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 12. This agreement does not substitute for nor contain terms of use of cloud marketplaces from which you acquire the Software. 13. General Legal Terms a. These Terms constitute the entire understanding and the whole legal agreement between you and Bayware and govern your use of the Software, superseding, and completely replace all prior or contemporaneous agreements between you and Bayware regarding the Software. b. You agree that the failure of Bayware to exercise or enforce any legal right or provision of these Terms shall not constitute a waiver of such right or provision and that those rights or provision will still be available to Bayware If any court of law of competent jurisdiction rules that any provision of these Terms to be invalid, then that provision will be removed from these Terms without affecting the rest of these Terms. The remaining provisions of these Terms will continue to be valid and enforceable. c. These Terms, and the relationship between you and Bayware under these Terms, shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Bayware agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from these Terms. Notwithstanding this, you agree that Bayware shall still be allowed to apply for injunctive relief (or an equivalent type of urgent legal relief) in any jurisdiction.