CIRRUS DATA SOLUTIONS, INC. 
  
END USER SOFTWARE LICENSE AGREEMENT 
Cirrus Data Solutions, Inc. ("Cirrus"), the owner of the accompanying software, which software is commercially known as the Data Mobility System, which is embedded in the accompanying appliance, is willing to grant you, or, in the case that you represent a corporation or other organization, that corporation or organization (collectively and interchangeably, "Licensee", "You" or “Your”) a limited, , non-exclusive license to use the "Software" set forth on the one or more order forms, paper or electronic, that You have entered into with Cirrus relating to the Software (each, an "Order Form"), subject to Your acceptance and agreement to be bound by the terms of this End User Software License Agreement (together with the terms and conditions of the Order Form, the "Agreement"). 
BY CLICKING ON THE "I ACCEPT" BUTTON BELOW (OR BY OTHERWISE INSTALLING OR USING ANY 
SOFTWARE), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS IT RELATES TO THAT SOFTWARE AS OF THE DATE ON WHICH YOU FIRST CLICK THE "ACCEPT" BUTTON, OR OTHERWISE FIRST INSTALL OR USE THE SOFTWARE (SUCH DATE, THE "EFFECTIVE DATE"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CIRRUS IS UNWILLING TO GRANT YOU A LICENSE TO THE SOFTWARE, YOU SHOULD CLICK ON THE "I DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE THE INSTALLATION PROCESS, AND YOU SHOULD PROMPTLY RETURN THE SOFTWARE TO THE VENDOR FROM WHOM YOU PURCHASED THE SOFTWARE IN ACCORDANCE WITH SUCH VENDOR’S RETURN POLICIES.  CIRRUS SHALL NOT BE RESPONSIBLE FOR ANY REFUNDS WITH RESPECT TO SUCH RETURNS AND ANY AND ALL REFUNDS SHALL BE IN ACCORDANCE WITH THE VENDOR’S REFUND POLICIES. 
1.	Grant of License. Subject to the terms and conditions of this Agreement, Cirrus grants to You a number of  limited, non-exclusive, revocable, non-transferable, non-sublicensable licenses (each a “License”) to use the Software set forth in each applicable Order Form. The Standard license grants You the right to use the Software in the appliance which it is embedded within. You may not use the Standard license for applications for which usage fees are collected from multiple users.  
2.	Restrictions. Except as expressly permitted under this Agreement, You will not, and will not allow any third party to: (a) copy the Software (except for 1 copy for backup and disaster recovery purposes); (b) modify, translate, adapt, alter, or create derivative works from the Software; (c) merge the Software with any other software or documentation; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (e) distribute, sublicense, rent, lease or loan the Software to any third party; or (f) use the Software for the business needs of another person or entity, including without limitation, providing outsourcing, service bureau, commercial hosting, application service provider or on-line services to third parties. You may not remove, alter or obscure any proprietary notices 
(or metadata tags) that appear on the Software or on any copies made in accordance with this Agreement. 
3.	Ownership. The Software is licensed, not sold, to You for use solely subject to the terms and conditions of this Agreement. The Software and all worldwide intellectual property and proprietary rights therein and relating thereto, are and will remain the exclusive property of Cirrus or its licensors, if any. 
Except for the limited rights expressly granted under Section 1, You will have no right, title or interest 
(whether by implication, estoppel, or otherwise) in or to the Software or any Intellectual Property Rights (as defined below) therein or thereto. Cirrus retains all rights, title and interest in and to any and all trademarks and logos of Cirrus displayed on or in the Software. You agree not to challenge or contest Cirrus’ rights to or ownership of, or otherwise attempt to assert any rights in, the Software. “Intellectual Property Rights” as used herein shall mean all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property, proprietary, and database protection rights. 
4.	Third Party and Open Source Code.  The Software provided herein, is provided by Cirrus and by third parties, including the open source community (“Ancillary Software”).  Use of the Software, the Ancillary Software, accompanying printed materials, and any “online” or electronic documentation is conditioned upon and limited by the terms and conditions of this Agreement, including the limited warranties, limitation of liability and the terms and conditions of the Ancillary Software license agreements (“Ancillary Software Licenses”).  Use of Ancillary Software shall be governed by the Ancillary Software Licenses, except that the limited warranties and limitation of liability contained herein shall also apply to such Ancillary Software.  Cirrus has identified Ancillary Software by noting the Ancillary Software provider’s ownership within each Ancillary Software program.  The Ancillary Software Licenses are set forth in the Ancillary Software files. By accepting the terms and conditions of this Agreement, you are also accepting the terms and conditions of each Ancillary Software License.  If and only if the product includes software licenses under the GNU General Public License (“GPL Software”), you may obtain a complete machinereadable copy of the GPL Software source code (“GPL Source Code”). Upon your written request, Cirrus will provide, for a fee covering the cost of distribution, a complete machine-readable copy of the GPL Source Code, by mail. 
5.	Version Restrictions: You acknowledge that if the Software is identified as a "beta" version ("Beta Software") it is provided to You solely as a convenience for You and for testing purposes. Beta Software may or may not include additional features or functionality currently under development for inclusion in the Software, but is not currently supported by Cirrus. You acknowledge that Beta Software will not be supported under 6 and You acknowledge that Cirrus is not responsible for any damages (consequential or actual) related to your use of Beta Software. You covenant to treat all Beta Software as Software, including, but not limited to, the restrictions on use set forth in Section 2. 
6.	Maintenance and Support Services.  Cirrus does not provide any maintenance or support services with respect to the Software, except subscription based maintenance and support services pursuant to a separately negotiated and mutually agreed upon maintenance and support subscription agreement.  If you would like a copy of such maintenance and support subscription agreement please contact Cirrus. 
7.	Fees and Payment. 
7.1	License Fee. You acknowledge that in consideration of the fees (“Fees”) you have paid 
to the vendor of the Software, Cirrus grants you the license for the Software described in Section 1, subject to the various terms and conditions set forth in this Agreement.  Except for the refund described in Section 9.3 hereof, all Fees are subject to the refund policies of the applicable vendor from whom you purchased the License. 
8.	Term and Termination. The term of this Agreement will begin on the Effective Date and, unless earlier terminated as set forth in this Agreement, will continue indefinitely. You may terminate this Agreement at any time by providing notice to Cirrus. This Agreement will also automatically terminate if You breach a material term of this Agreement, including without limitation Your payment obligation. Upon any termination of this Agreement, You agree to immediately cease all use of the Software, destroy all copies of the Software, and, upon the request of Cirrus, certify in writing Your compliance with the terms and conditions of this Section 8. Upon any termination of this Agreement due to an uncured, finally adjudicated breach by Cirrus, You will be entitled to receive a pro rata amount of the Fees paid under this Agreement based on a three (3) year useful life of the Software. The foregoing is Your exclusive remedy for Cirrus’ breach of this Agreement. Sections 3, 9, 10, 11, 12 and 15 shall survive termination of this Agreement.  
9.	Warranty and Disclaimer.  
9.1	Media and Documentation.  Cirrus warrants that if the media or documentation provided with the Software are damaged or physically defective at the time of delivery of the first copy of the Software to Licensee and if defective or damaged products are returned to Cirrus (postage prepaid) within ninety (90) days thereafter, then Cirrus will provide Licensee with replacements at no cost. 
9.2	Limited Software Warranty.  Subject to the conditions and limitations of liability stated 
herein, Cirrus warrants for a period of ninety (90) days from the delivery of the first copy of the Software to Licensee that the Software, as delivered, will materially conform to Cirrus’s then current published user reference materials for use with the Software.  This warranty covers only problems reported to Cirrus during the warranty period.  For customers outside the United States, this Limited Software Warranty shall be construed to limit the warranty to the minimum warranty required by law. 
9.3	Remedies.  The remedies available to Licensee hereunder for any such Software which 
does not perform as set out in this Section 9 shall be either repair or replacement, or, if such remedy is not practicable in Cirrus’s opinion, refund of the Fees paid by Licensee upon a return of all copies of the Software to Cirrus and documentation of the Fees paid.  In the event of a refund this Agreement shall terminate immediately without notice with respect to such Software.   
9.4	Software Warranty Disclaimer.  EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN SECTION 5 ABOVE, ALL SOFTWARE IS PROVIDED “AS IS”.  CIRRUS MAKES NO WARRANTIES WITH RESPECT TO ANY SOFTWARE AND DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR 
ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE AND ANY WARRANTIES OF NONINFRINGEMENT.  CIRRUS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET ANY REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.  ANY LIABILITY OF CIRRUS WITH RESPECT TO THE SOFTWARE OR THE PERFORMANCE THEREOF UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO THE REMEDIES SPECIFIED IN THIS AGREEMENT.  Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not be applicable.   
10.	Limitation of Liability. THE LIABILITY OF CIRRUS UNDER THIS AGREEMENT, REGARDLESS OF THE BASIS OF LIABILITY OR THE FORM OF ACTION, WILL NOT EXCEED THE FEES PAID TO CIRRUS FOR THE PORTION OF THE SOFTWARE OR SERVICES CAUSING THE LIABILITY. IN NO EVENT WILL CIRRUS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, AND REGARDLESS OF WHETHER CIRRUS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, INCLUDING WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY RESULTS OBTAINED FROM OR THROUGH THE SOFTWARE. CIRRUS WILL NOT BE LIABLE FOR ANY NETWORK-RELATED PROBLEMS ATTRIBUTABLE TO THE SOFTWARE OR CHANGES TO NETWORK CONFIGURATION THAT MAY AFFECT THE PERFORMANCE OF THE SOFTWARE.  
11.	Indemnification. You will indemnify, defend, and hold harmless Cirrus, its licensors, and each of their respective employees, officers, directors, and affiliates ("Indemnified Parties"), from any and all claims, losses, liabilities, damages, fees, expenses and costs (including all attorneys’ fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation against any Indemnified Party arising from Your use of the Software or Your breach of any term of this Agreement. Cirrus will provide You with notice of any such claim or allegation, and Cirrus will have the right to participate in the defense of any such claim at its expense.  
12.	Confidential Information. You acknowledge that the Software contains confidential and proprietary information of Cirrus, including without limitation the source code, inventions, algorithms, knowhow and other proprietary information contained therein (collectively, “Confidential Information”). You agree to protect the Confidential Information in a commercially reasonable manner but at no less than the same degree of care employed with respect to Your own confidential or proprietary information. You will not use the Confidential Information for any purpose other than in connection with Your use of the Software under the Agreement. Except as otherwise set forth in this Agreement, under no circumstances will You allow any third party to have access to the Software. 
13.	Assignment. You may not assign, delegate or otherwise transfer this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of Cirrus. Unless specifically authorized in writing by Cirrus, assignment of this Agreement will not release You from any prior outstanding obligation under this Agreement or allow You or Your assignee to expand the number of installations of the Software authorized under this Agreement. This Agreement is freely assignable by Cirrus and will inure to the benefit of Cirrus’ successors and assigns. Any assignment in violation of this Section 13 is null and void. 
14.	United States Government Restricted Rights. The Software is comprised 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. 227.72021 through 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to any U.S. Government customers: (a) only as Commercial Items; and (b) with only those rights as are granted to all other customers pursuant to the terms of this Agreement.  
15.	Additional Terms. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the extent possible. This End User License Agreement, including any order forms entered into contemporaneously herewith constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. Any amendments and/or modifications of this Agreement will be binding upon the parties only if made in writing and signed authorized representatives of both parties. Under no circumstances will the preprinted terms of any purchase order or any other terms apply to this Agreement. No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless made in writing and signed by authorized representatives of both parties and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either of the parties in exercising any right will operate as a waiver, nor will any single or partial exercise by the either of the parties of any right preclude any other or further exercise thereof or the exercise of any other right. All notices, consents and approvals under this Agreement must be delivered in writing by personal delivery, electronic facsimile or certified mail, postage pre-paid, to the other party at its address set forth below or in the Purchase Order or at such other address as may be later designated by such party. Notices will be deemed to have been received upon the date of receipt or, in the case of certified mailing, three (3) days after deposit in the mail. This Agreement will be governed by the laws of the State of New York without regard to conflicts of law principles. All disputes arising under this Agreement must be brought in the state and federal courts located in Nassau County, New York, as permitted by law. Each party irrevocably hereby consents to the exclusive jurisdiction and venue of any such court in any such action or proceeding. No agency, partnership, or joint venture is created by this Agreement. The parties are and remain at all times independent contractors and not agents or employees of the other party.