ZEDEDA END USER LICENSE AGREEMENT 1. LICENSE 1.1. License. During the Term (as defined below) specified on an Order Form issued by ZEDEDA or ZEDEDA’s authorized reseller, ZEDEDA grants to the Customer identified on the Order Form a non-exclusive, non-transferable, non-sublicensable license to use the ZEDEDA Software (as defined below) for Customer’s internal business purposes, in accordance with the end user or technical documentation provided by ZEDEDA to Customer (the “Documentation”) for the number of instances under management set forth in the Order Form (the “Scope”). “ZEDEDA Software” shall mean: (a) the object code version of the software products listed on the Order Form; (b) any Documentation, and (c) any updates, upgrades, and/or modifications of the forgoing which ZEDEDA provides to Customer. ZEDEDA also grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use the ZEDEDA cloud solution supporting the ZEDEDA Software (“ZEDEDA Cloud”). 1.2. Restrictions. Except as expressly authorized in this Agreement, Customer shall not, and shall not authorize any third party to: (a) sublicense, transfer, loan, distribute, use or duplicate the ZEDEDA Cloud or the ZEDEDA Software, or any portion thereof, ; (b) use the ZEDEDA Software by, or for the benefit of any third party; (c) modify, translate, or prepare derivative works based upon the ZEDEDA Cloud or the ZEDEDA Software; (d) reverse-compile or decompile, disassemble or otherwise reverse engineer the ZEDEDA Software, except to the extent expressly required to be permitted by applicable law; (e) alter, remove, or obscure any copyright, trademark, or other proprietary notices on or in the ZEDEDA Cloud or the ZEDEDA Software; (f) use the ZEDEDA Cloud to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights; and/or (g) use the ZEDEDA Cloud to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. Customer shall make any disclosures and obtain any consents as required by any applicable law, rule or regulation for the use, processing, transfer, disclosure, or access to Customer data by the ZEDEDA Cloud. Except for the license expressly granted by ZEDEDA to Customer under this Agreement, ZEDEDA and its licensors reserve all right, title and interests in and to the ZEDEDA Cloud, the ZEDEDA Software and any derivative works derived therefrom, and all intellectual property rights therein. 2. PROFESSIONAL Services. If the parties agree ZEDEDA will provide professional services related to the ZEDEDA Software (“Professional Services”) as set forth on an Order Form, ZEDEDA will provide those Professional Services in accordance with the SOW provided by ZEDEDA. ZEDEDA may need to rely on Customer for access to certain customer hardware, software, systems, data and personnel to provide the Professional Services. ZEDEDA’s responsibility to provide the Professional Services will adjusted equitably to reflect Customer’s actions or inactions or changes to Customer’s systems. 3. Support. Subject to Customer’s payment of the applicable Fees for the license, ZEDEDA shall provide Support for the ZEDEDA Software as set forth in Exhibit A during the Term. 4. PAYMENT. In consideration for the license to the ZEDEDA Software or the delivery of any Professional Services, Customer shall pay to ZEDEDA the Fees in the amounts and at the times specified on the Order Form or in an SOW. Excluding taxes based on ZEDEDA’s income, Customer is liable for all taxes, duties and customs fees associated with the Fees, whether or not ZEDEDA invoices Customer for them. Past due accounts shall be charged interest on a monthly basis, calculated at one and one-half percent (1.5%) per month of the unpaid balance or the maximum rate allowable by law. At the end of each calendar quarter during the Term, ZEDEDA may invoice Customer for any additional Devices which are more than five percent (5%) above the quantity for which Customer has paid Fees, prorated for the remainder of the Initial Term or then-current Renewal Term. Except as otherwise expressly provided in this Agreement, Customer shall not be entitled to any refund of any Fees paid for the ZEDEDA Software if Customer fails to use full Scope of the license during the applicable License Term. 5. Term and Termination 5.1. Term. This Agreement shall commence on the Effective Date and shall continue for the Initial Term set forth on the Order Form. At the end of the Initial Term, this Agreement will automatically renew for additional twelve (12) month terms (each, a “Renewal Term”) unless either party provides notice to the other at least sixty (60) days before the end of the Initial Term or then-current Renewal Term. Except as provided in an Order Form, the fees for any Renewal Term will be at ZEDEDA’s then-current rate. The Initial Term and any Renewal Terms are collectively the “Term”. 5.2. Termination. This Agreement may be terminated by either party: (a) upon thirty (30) days written notice if the other party materially breaches any provision of this Agreement and the breach remains uncured within that thirty (30) day period; or (b) effective immediately, if the other party ceases to do business, otherwise terminates its business operations, becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, or comparable proceeding, or if any proceeding is filed against it (and not dismissed within ninety (90) days); or (c) effective immediately, upon any breach of Section 1.1 or Section 7.5 of this Agreement. 5.3. Effect of Termination. Upon any expiration or termination of this Agreement: (a) all licenses and rights granted by ZEDEDA to Customer hereunder shall terminate; (b) Customer will cease all use of the ZEDEDA Software; (c) Customer shall immediately return to ZEDEDA or destroy the ZEDEDA Software, all duplicates, and any ZEDEDA Confidential Information in its possession or control; and (d) Customer shall pay to ZEDEDA within thirty (30) days of the date of termination any fees accrued prior to the date of termination and, if this Agreement is terminated for any reason other than ZEDEDA’s uncured breach, any fees that would have been payable for the remainder of the Initial Term or then-current Renewal Term. 5.4. Survival. The provisions of Sections 1.1, 4, 5, 6, 7.4, 7.5, 8 and 9 shall survive and remain effective after the effective date of termination or expiration of this Agreement. 6. INDEMNIFICATION. ZEDEDA, at its own expense (including payment of attorneys’ fees, expert fees and court costs), shall defend Customer from any and all third party claims that the ZEDEDA Software or the ZEDEDA Cloud infringes any patent or copyright or misappropriates any third party’s trade secret and shall indemnify Customer from any amounts assessed against Customer in a resulting judgment or amounts to settle a claims, provided that Customer: (a) gives ZEDEDA prompt written notice of any claim; (b) permits ZEDEDA to control and direct the defense or settlement of any claim; and (c) provides ZEDEDA all reasonable assistance in connection with the defense or settlement of any claim. If Customer’s use of the ZEDEDA Software or the ZEDEDA Cloud is (or in ZEDEDA’s opinion is likely to be) enjoined, ZEDEDA, at its expense and in its sole discretion, may: (a) procure the right to allow Customer to continue to use the ZEDEDA Software and/or the ZEDEDA Cloud, or (b) modify or replace the ZEDEDA Software or the ZEDEDA Cloud to become non-infringing, or (c) terminate Customer’s right to use the affected portion of the ZEDEDA Software or the ZEDEDA Cloud and refund any pre-paid, unused Fees paid therefor. ZEDEDA shall have no obligations under this Section to the extent any infringement claim is based upon or arising out of: (w) any modification or alteration to the ZEDEDA Software or the ZEDEDA Cloud not made by ZEDEDA; (x) any combination or use of the ZEDEDA Software or the ZEDEDA Cloud with products or services not approved by ZEDEDA in writing; (y) Customer’s continuance of allegedly infringing activity after being notified thereof; and/or (z) use of the ZEDEDA Software or the ZEDEDA Cloud not in accordance with the terms of this Agreement. The remedies set forth in this Section constitute Customer’s sole and exclusive remedies, and ZEDEDA’s entire liability, with respect to infringement or misappropriation of third-party intellectual property. 7. WARRANTY; SUPPORT; DISCLAIMER; LIMITATION OF LIABILITY. 7.1. ZEDEDA Software Warranty. ZEDEDA warrants to Customer that, during the Term the ZEDEDA Software will materially perform in accord with the Documentation at the Service Level Availability attached Exhibit A hereto (the “SLA”). ZEDEDA’s entire liability and Customer’s sole and exclusive remedy for any breach of the preceding warranty will be for ZEDEDA to provide the Service Credits as set forth in the SLA, or if in ZEDEDA’s judgment, ZEDEDA will be unable to meet the Service Level Availability, to refund the Fees paid for any period during which the ZEDEDA Software are non-conforming and any pre-paid, unused Fees and to terminate this Agreement. The warranties in this Section 7.1 do not cover non-conformances due to: (x) any modification, reconfiguration or maintenance of the ZEDEDA Software performed by anyone other than ZEDEDA; (y) any use of the ZEDEDA Software on a system that does not meet ZEDEDA’s minimum standards; or (z) any software or hardware not provided by Order. ZEDEDA shall be responsible under this Section 7.1 only if Customer provides ZEDEDA with a written warranty claim detailing the non-conformance in the ZEDEDA Software within thirty (30) days of the non-conformance. 7.2. ZEDEDA Cloud Warranty. The ZEDEDA Cloud is provided “as is” and “as available” without any warranty of any kind. 7.3. Services Warranty. ZEDEDA represents and warrants to Customer that all services provided hereunder shall be performed in a manner conforming to generally accepted industry standards and practices for similar services. ZEDEDA’s entire liability and Customer’s sole and exclusive remedy for any breach of the preceding warranty will be for ZEDEDA to re-perform the nonconforming services, provided that ZEDEDA must have received written notice of the nonconformity from Customer no later than thirty (30) days after the original performance of the services by ZEDEDA. 7.4. To the maximum extent permitted by law, except as expressly warranted herein, the ZEDEDA Software, the ZEDEDA Cloud and any other software, hardware or services provided by ZEDEDA hereunder are provided without warranties of any kind, either express or implied and all other warranties are disclaimed, including but not limited to implied warranties of merchantability or fitness for a particular purpose. 7.5. Except for a breach by either party of its obligations under sections 1.1 or 8 of this Agreement, (a) in no event shall either party be liable for consequential, exemplary, punitive, incidental, indirect or special damages or costs, including lost profits or costs of procurement of substitute goods, whether or not the party has been advised of the possibility of those damages or costs; and (b) in no event will the aggregate liability of either party, or any of ZEDEDA’s third party licensors under this Agreement (under any theory of liability) exceed the Fees received by ZEDEDA from Customer (and in the case of Customer’s liability, Fees paid and due to ZEDEDA) in the twelve (12) month period prior to the claim, whether any remedy set forth herein fails of its essential purpose or otherwise. 8. Confidential information: 8.1. “Confidential Information” means any non-public data, information and other materials regarding the products, services or business of a party (and if either party is bound to protect the confidentiality of any third party’s information, of that third party) provided to the other party. Without limiting the foregoing, the ZEDEDA Software, any performance data, benchmark results, and technical information relating thereto, the Documentation, ZEDEDA’s pricing information and the terms and conditions of this Agreement (but not its existence) are the Confidential Information of ZEDEDA. Confidential Information shall not include information which: (a) is already known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (b) becomes publicly available without fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; or (d) is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of the required disclosure and reasonably cooperates with the Disclosing Party in limiting the disclosure. Disclosure and Use. Each party (the “Receiving Party”) agrees to keep the Confidential Information of the other party (the “Disclosing Party”) in confidence and not to use the Confidential Information except in performing hereunder. Except as expressly authorized herein, the Receiving Party agrees to: (a) treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case with less than reasonable care; and (b) disclose the Disclosing Party’s Confidential Information only to those employees and contractors of the Receiving Party who have a need to know the information for the purposes of this Agreement, provided that any employee and contractor shall be subject to a binding written agreement with respect to Confidential Information at least as restrictive as the terms of this Agreement. The Receiving Party shall indemnify and hold the Disclosing Party harmless for any non-compliance of the Receiving Party’s employee or contractor with the terms of this Agreement. Subject to an appropriate obligation of confidentiality, ZEDEDA may disclose the terms of this Agreement and any other ordering or purchasing documents between the parties related to this Agreement to its third-party licensors for the purpose of ZEDEDA’s compliance with the terms of the license agreements with those third-party licensors. 9. GENERAL: 9.1. Reporting. Customer acknowledges that the ZEDEDA Software and the ZEDEDA Cloud may contain automated reporting routines that will automatically identify and analyze certain aspects of use and performance of the ZEDEDA Software, the ZEDEDA Cloud and/or the systems on which they are installed, as well as the operator and operating environment (including problems and issues that arise in connection therewith), and provide e-mail and other reports to ZEDEDA. ZEDEDA will be free to use for development, diagnostic and corrective purposes any data and information it so collects relating to diagnosis, problems, systems, performance, use or functionality. 9.2. Compliance with Laws; Export Control. Customer shall use the ZEDEDA Software and the ZEDEDA Cloud in compliance with all applicable laws, statutes, rules and regulations. Customer acknowledges that the ZEDEDA Software, the ZEDEDA Cloud or technical information provided hereunder may be subject to United States or other governments’ export laws, rules and regulations, and any use or transfer of that technical information or products made using technical information must be permitted or authorized under those laws, rules or regulations. Except as expressly permitted in this Agreement, Customer shall not export or import the ZEDEDA Software, the ZEDEDA Cloud or any technical information provided under this Agreement. Customer at its own expense shall indemnify, defend and hold ZEDEDA and its licensors’ free and harmless from any and all claims, damages, losses, costs, actions and expenses, including attorneys’ and experts’ fees, arising from any breach of its obligations in this Section 9.2. 9.3. Open Source Code. Components of the ZEDEDA Software and the ZEDEDA Cloud may be covered by so-called “open source” software licenses (“Open Source Software”). Customer’s use of any Open Source Software is subject to and governed by the applicable license accompanying, linked to or embedded in that Open Source Software (each an “Open Source License”). ZEDEDA grants Customer a license to use the Open Source Software to the full extent permitted by the applicable Open Source License. 9.4. Notice. Any and all notices or other information to be given by one of the parties to the other shall be deemed sufficiently given when forwarded by certified mail (receipt requested), overnight delivery or hand delivery to the other party to the address set forth on the Order Form. Notices shall be deemed to have been received on the first business day following the day of overnight transmission or hand delivery or on the fifth business day following the day of forwarding by certified mail. The address of either party may be changed at any time by giving ten (10) business days prior written notice to the other party in accordance with the foregoing. 9.5. Relationship of the Parties. Neither the making of this Agreement nor the performance of its provisions shall be construed to constitute either of the parties hereto an agent, employee, partner, joint venturer, or legal representative of the other. 9.6. U.S. Government End-Purchaser. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all ZEDEDA Software and accompanying documentation provided by ZEDEDA are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms. 9.7. Severability; Waiver. Should any term of this Agreement be declared void or unenforceable that provision shall modified r eliminated to the minimum extent necessary and the declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to future breaches. 9.8. Assignment. Neither this Agreement, nor any rights, licenses or obligations hereunder, may be assigned by Customer without the prior written consent of ZEDEDA. Any attempted assignment in violation of this Agreement shall be void and without effect. 9.9. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California, excluding rules governing conflict of law and choice of law. The federal and state courts within Santa Clara County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction of, and venue in, those courts and service of process being affected upon it by registered mail and sent to the address set forth at the beginning of this Agreement. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to this Agreement nor to any dispute or transaction arising out of this Agreement. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees. 9.10. Entire Agreement. This Agreement and the Exhibits attached hereto sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in this Agreement shall have any force or effect. This Agreement may be amended only upon the written consent of both parties. The Parties acknowledge that they are bound by this ZEDEDA End User License Agreement as of the Effective Date. EXHIBIT A SERVICE LEVEL AVAILABILITY Definitions. "Uptime" is defined as all times when the ZEDEDA Software is available to be accessed and performing suitably to provide Customer the ability to conduct normal business functions. "Downtime" is defined as all times when the ZEDEDA Software is not available to be accessed, or is not stable or performing suitably to provide Customer the ability to conduct normal business functions, provided Downtime will not include Exception Times as described in the formula below. “Errors” means verified and reproducible malfunctions of the ZEDEDA Software that prevents the ZEDEDA Software from performing as described in Documentation. “Exception Times” are exceptions to the calculation of Downtime. Exception Times include times that Customer is unable to access the ZEDEDA Software due to: (i) maintenance performed during Scheduled Downtime (as defined below); (ii) a force majeure event; (iii) problems with Customer’s network, desktop, third party software applications, hardware or network connectivity; and/or (iv) misuse of the ZEDEDA Software. "Scheduled Downtime" consists of times when ZEDEDA performs system maintenance, backup and upgrade functions for the ZEDEDA Software that will render the ZEDEDA Software unavailable. For any Scheduled Downtime that will render the ZEDEDA Software completely unavailable, ZEDEDA will provide forty-eight (48) hours’ notice (except to the extent required to respond to a security or similar emergency in which case ZEDEDA will provide as much notice as possible). Customer may request that ZEDEDA reschedule (at ZEDEDA’s discretion) any Scheduled Downtime for Customer’s convenience. “Product Support Hours” are 8:00 a.m. to 7:00 p.m. Pacific Time, Monday through Friday, excluding holidays observed by ZEDEDA in the United States. Support. ZEDEDA is committed to providing its Customers with necessary support and access to knowledgeable personnel. ZEDEDA shall use commercially reasonable efforts to resolve Errors in a manner consistent with the requirements of this SLA. Severity Levels and Response Times. Upon Customer’s report of an Error, a ZEDEDA representative will acknowledge the report by issuing a confirmation to Customer, either by phone or email, and ZEDEDA will assign a severity level to the problem based on the type of issue reported, according to the following schedule: Severity Level Description of Problem ZEDEDA Target Response Times Severity 1 An Error that (a) prevents the use of a critical function of the ZEDEDA Software, or (b) causes unscheduled downtime in the ZEDEDA Software. Respond within four (4) hours of issue being logged; it is recommended that all severity 1 issues be logged via a dedicated email address to Product Support. Problem worked 24 x 7 x 365 until resolved or work around provided. Severity 2 An Error under which the ZEDEDA Software is still functioning, but under which one or more minor functions are limited, restricted or impaired. Respond within eight (8) hours of issue being logged with ZEDEDA Product Support. Problem worked 24 x 7 x 365 until resolved or work around provided. Severity 3 Any other Error, questions related to the use of the ZEDEDA Software; or a request to be considered for future enhancements. Respond within two (2) Business Day of issue being logged with ZEDEDA Product Support. Problem worked before next major update of the ZEDEDA Software Customer’s Obligations Relating to Support Requests. In order to ensure that ZEDEDA is able to meet the response times set forth above and provide Support in the most efficient manner, Customer agrees, in addition to using its reasonable efforts to provide ZEDEDA with all relevant information reasonably necessary for ZEDEDA to respond to a Support request and Customer’s general cooperation: (a) to designate primary and secondary liaisons who have been trained on the ZEDEDA Software and to provide ZEDEDA with all necessary contact information for those individuals; (b) that all Support requests will be centralized through the primary and secondary liaisons; (c) to submit Support requests to ZEDEDA’s Product Support; (d) to use reasonable efforts to diagnose and resolve problems in the operation of Customer’s interface to the ZEDEDA Software prior to contacting ZEDEDA for Support; (e) to use reasonable efforts to confirm that reported problems are due to a malfunction of the ZEDEDA Software; (f) to use reasonable efforts to consult ZEDEDA-supplied documentation before submitting questions about the ZEDEDA Software to ZEDEDA; and (g) to work with ZEDEDA to return Support requests to reasonable levels if ZEDEDA deems that Customer’s Support requests exceed reasonable or typical levels for the ZEDEDA Software. Customer must notify ZEDEDA of any problems with the ZEDEDA Software in a timely manner (depending on the circumstances, but in no event later than thirty (30) days after becoming aware of an issue with the ZEDEDA Software). Service Level Agreement Warranty. As long as applicable Fees are paid as they become due and Customer has not breached the terms of the Agreement, ZEDEDA warrants to Customer (the “SLA Warranty”) that the System Availability, as calculated below, for the ZEDEDA Software will be not less than 99.90% (the “SLA Target”). System Availability=((n-y)*100)/n where: "n" is the total number of hours in a given calendar month excluding Scheduled Downtime, and Exception Times; and "y" is the total number of Downtime hours in the given calendar month. For months in which services commence on other than the first day of the month, the calculation of System Availability will be prorated accordingly. SLA Warranty Credit Remedy. In the event ZEDEDA fails to comply with the SLA Warranty, then as Customer’s sole remedy and ZEDEDA’s sole liability, ZEDEDA will issue to Customer a credit to be applied against fees payable under the Agreement in accordance with the following: First month of missed availability: 10% of the Fee paid for the applicable month for the ZEDEDA Software Second consecutive month: 15% of the Fee paid for the applicable month for the ZEDEDA Software Third consecutive month: 20% of the Fee paid for the applicable month for the ZEDEDA Software Fourth consecutive month: 25% of the Fee paid for the applicable month for the ZEDEDA Software Fifth consecutive month: 30% of the Fee paid for the applicable month for the ZEDEDA Software In order to receive credit hereunder, Customer must make a written request to ZEDEDA within thirty (30) days of the end of the applicable month. Credits will expire at the termination or expiration of the Agreement. Exclusion. ZEDEDA shall have no obligation to support: (a) altered or damaged ZEDEDA Software or any portion of ZEDEDA Software incorporated with or into other software; (b) any ZEDEDA Software that is not the then current release or immediately previous sequential release; (c) ZEDEDA Software problems caused by Customer’s negligence, abuse or misapplication, use of ZEDEDA Software other than as specified in the ZEDEDA’s user manual or other causes beyond the control of ZEDEDA; or (d) ZEDEDA Software installed on any hardware that is not supported by ZEDEDA. ZEDEDA shall have no liability for any changes in Customer’s hardware which may be necessary to use ZEDEDA Software due to a workaround or maintenance release.