LICENSE AGREEMENT
This License Agreement (?License Agreement?), is a binding agreement between Altamira Technologies Corporation, a Delaware
corporation, with offices at 8201 Greensboro Drive, Suite 800, McLean, VA 22102 (?Altamira?) and the entity set forth in each applicable
Sales Order (?Customer?), with an effective date as set forth on the applicable Sales Order(s) (?Effective Date?).
In consideration of the mutual covenants and undertakings herein, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Customer and Altamira hereby agree as follows:
This License Agreement includes and hereby incorporates by reference
the Maintenance and Support Agreement attached as Exhibit A, the
Master Terms attached as Exhibit B, all Sales Orders, hereunder and all
other exhibits hereto and thereto. In addition to the terms defined in this
License Agreement, the capitalized terms used herein shall have the
meaning ascribed to them in the Master Terms.
I.
Term
With respect to each Product ordered under a Sales Order hereunder,
this License Agreement shall be effective as of the last date of execution
by Altamira and Customer of such Sales Order and continue for the term
specified in such Sales Order for such Product (the ?Term?).
II.
Licenses
License Grant For each Product provided under a given Sales
Order under this License Agreement, and subject to the terms and
conditions of this License Agreement, including the payment of the
applicable Fees, all license and use provisions relating to Licensed
Output and all other restrictions, Altamira hereby grants to Customer
for the duration of the Term specified for such Product, a limited,
revocable, personal, non-transferable, non-sublicenseable, nonexclusive license, under Altamira?s Intellectual Property Rights :
(i) to install and execute, and permit its Authorized Employees and
Contractors to execute, the Software solely for the purpose of using for
the duration of the Term, in accordance with the terms hereof and the
Documentation;
(ii) if such Sales Order includes Production Product, to use such
Production Product solely to generate Licensed Output (which Licensed
Output may be used solely in accordance with the Master Terms),
subject to any further restrictions set forth in such Sales Order and
subject to any additional usage rights expressly set forth in such Sales
Order: provided, however, that (a) if the Sales Order specifies that such
Product is to be used for ?internal? use, Customer shall restrict use of
such Production Product (including restricting persons who can submit
input/queries to such Product) to Authorized Employees and
Contractors, not exceeding the number of Authorized Users and (b) if
the Sales Order specifies that such Product is to be used for ?external?
use, Customer shall restrict use of such Production Product (including
restricting persons who can submit input/queries to such Product) to a
total number of (i) Authorized Employees and Contractors and (ii)
persons using the Product through Authorized Applications, with such
total not to exceed the number of Authorized Users.
(iii) if such Sales Order includes a Backup Product or Standby Product,
to use, and authorize its Authorized Employees and Contractors to use,
the Backup Product or Standby Product specified in such Sales Order
solely (a) for backup and standby purposes and (b) in production solely
in the event the associated Production Product fails; provided, however,
that in no event may Customer or its Authorized Employees and
Contractors use both the Production Product and Backup Product or
Standby Product in production (i.e., to provide services to end users)
concurrently, and provided further that when such Backup Product or
Standby Product is used in production the license and use restrictions
applicable to Production Products shall apply; and
(iv) if such Sales Order includes a Development and Test Product, to
use, and authorize its Authorized Employees and Contractors to use, the
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Software therein shall be solely for internal development and test
purposes to test new functionalities and features of Products and to
develop and test their integration into and interoperability with thirdparty or Customer systems; provided, however, that Customer may
not use the Development and Test Product to provide services to endusers except for short-term testing, pilots, or proof-of-concepts.
(v) Customer may allow its Authorized Employees and Contractors
to use the Products provided hereunder in connection with the
foregoing rights granted to Customer, provided that Customer shall
ensure that each of them comply with all terms and conditions hereof
and use such Products for the purposes contemplated and permitted
by any applicable Sales Order solely as necessary to provide services
to Customer subject at all time to the number of Authorized Users.
Licensed Output. The scope of Customer?s right to use the
Licensed Output generated by a specific Product ordered under a
Sales Order shall be established by the terms specified in such Sales
Order, subject to the terms and conditions set forth in the applicable
Altamira Agreement and herein, including payment of all applicable
Fees and compliance with all of the following use restrictions:
(i) if the applicable Sales Order specifies that a Product is for
?internal? use (or does not specify whether for internal or external
use), Customer shall have the right, and shall have the right to
authorize its Authorized Employees and Contractors, to install,
display, and distribute the Licensed Output solely for the internal use
of Customer (or, if the applicable Sales Order specifies a Third Party
Program/Organization/Network, for internal use within such
Program/Organization/Network). For the avoidance of doubt, such
Licensed Output may not be displayed, distributed or disclosed to any
third party except as expressly set forth herein, subject to any further
restrictions set forth in the Sales Order and subject to any additional
usage rights expressly set forth in such Sales Order. Customer may
also reproduce a limited number of copies of the Products solely as
necessary for back-up purposes. Without limiting the foregoing, if
such Sales Order specifies a Program/Organization/Network, then the
foregoing license shall be further restricted such that the number of
Authorized Employees and Contractors permitted to access or view
the Licensed Output shall be limited to such Authorized Employees
and Contractors as are working on or for the specified Program/
Organization/Network.
(ii) if the applicable Sales Order specifies that a Product is for
?external? use, Customer shall have the right, and shall have the right
to authorize its Authorized Employees and Contractors, to reproduce,
display, create derivative works from, and distribute the Licensed
Output (i) for internal use as and to the extent permitted by
Section 2.2(i) above; or (ii) on and in connection with Authorized
Applications, subject to any restrictions set forth in the Sales Order
for such Product and subject to any additional usage rights expressly
set forth in such Sales Order. Without limiting the foregoing, if such
Sales Order specifies that the applicable Product is limited to a
specified number of Authorized Users, then the foregoing license
shall be further restricted such that the number of persons permitted
to access or view the Licensed Output on Authorized Applications
shall not exceed the number of Authorized Users. All tags must be

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1


retained by the license holder and the Customer shall not act as a service
bureau.
License Restrictions. In addition to any restrictions set forth
in the Master Terms, Customer shall not (i) reverse engineer,
disassemble, decompile, otherwise attempt to derive the source code of
any Software or any third-party software included in the Altamira
Products or separate the contents of any Altamira Products or permit
others to do any of the foregoing; (ii) reproduce, distribute or display or
otherwise use for any purpose the Software except as expressly
authorized in Section 2.1(i); or (iii) reproduce, distribute, display the
Altamira Data or use the Altamira Data in any manner other than to
allow the Software to access such data in the ordinary course of its
operation; or (iv) decrypt, reverse engineer, disassemble, decompile,
otherwise attempt to derive a human or machine readable version of the
Altamira Data; or (v) permit others to do any of the foregoing.
III.
Appliance Hardware
Hardware Ownership. Certain Altamira Products include
Appliance Hardware. When such Altamira Products that include
Appliance Hardware are licensed on a ?perpetual? basis as designated
in any Sales Order, the Appliance Hardware is included as part of the
perpetual license and Customer is transferred all rights title and interest
(including ownership) in such Appliance Hardware to be evidenced in
a separate writing between the Parties. For all non-perpetual licenses,
each Altamira Appliance Hardware provided to Customer hereunder
shall be leased to Customer. As between Customer and Altamira, each
item of Appliance Hardware shall remain Altamira?s personal property
and shall not become part of Customer?s personal or real property by
reason of annexation, and Altamira shall retain all right, title and interest
(including ownership) in any Appliance Hardware unless and to the
extent ownership therein is expressly transferred by Altamira to
Customer in a separate writing or as otherwise expressly provided
herein. Customer shall not offer, loan, transfer, encumber, sell or
otherwise dispose of any Appliance Hardware to any third party without
having received prior written authorization from Altamira or unless
expressly authorized under this License Agreement. Any offer, loan,
transfer, encumbrance, sale or other disposal of any Altamira Appliance
without such consent or authorization is prohibited and shall be deemed
null and void. Customer is solely responsible for maintaining all
Appliance Hardware in good and working condition, reasonable and
ordinary wear and tear excepted.
Shipping. Risk of loss to each shipment of Appliance
Hardware from Altamira to Customer, or from Customer to Altamira,
shall pass to the other when such shipment is received at its shipping
destination. If Customer ships any Appliance Hardware to Altamira,
Customer shall ensure that (a) such Appliance Hardware is shipped
using appropriate packaging materials and a professional carrier, (b) the
shipment is insured by Customer at least in the amount of its thencurrent book value (as determined by Altamira), and (c) the Appliance
Hardware is shipped to the correct location, as designated by Altamira.
Appliance Replacements. Altamira shall have the right in its
discretion, from time to time during the Term, to deliver Products of
substantially similar or better functionality as a replacement of thenexisting Appliance Hardware or other Products whether due to the
inoperability of the Appliance Hardware or Product, the obsolescence
of any component as determined by Altamira, or any other reason in
Altamira?s sole discretion.
Return of Hardware. In the event that Altamira replaces any
Appliance Hardware pursuant to Section 3.3, or the license to a nonperpetually licensed Product, which includes Appliance Hardware, has
expired or is terminated under the terms of this License Agreement or
accompanying Sales Order, Customer shall, within ten (10) days after
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such replacement or termination of license return such Appliance
Hardware promptly to Altamira in accordance with Section 3.2.
IV.
Support and Maintenance Services
Altamira?s support and maintenance policy is attached hereto as
Exhibit A. Any updates, releases, improvement or modifications of
any software provided by Altamira pursuant to Exhibit A shall be
subject to the license provisions under this License Agreement. With
respect to any Product ordered by Customer hereunder for which
maintenance and support services are offered, Altamira shall provide
such maintenance and support subject to the terms and conditions of
this License Agreement in respect of such Product in accordance with
the support and maintenance policy set forth in Exhibit A. If
Customer is receiving maintenance and support services hereunder,
it must implement and use all software updates, releases,
improvements and modifications provided to Customer by Altamira
as part of such services.
V.
INDEMNIFICATION
Indemnification. If a third party makes a claim against
Customer that any Product (excluding any third-party software or
third-party hardware that is contained in or part of the Product)
directly infringes any U.S. patent issued as of the Effective Date, any
U.S. copyright, or any U.S. trademark or misappropriates any trade
secret recognized under the laws of the United States (?IP Claim?),
then Altamira will pay all Losses awarded against Customer by a
court of competent jurisdiction in a final judgment not subject to
appeal, or as otherwise agreed to in a written agreement signed by
Altamira arising out of such IP Claim. Altamira shall have the right,
but not the obligation, to control the defense and/or settlement of any
such claim at its own cost and expense, and Customer shall
reasonably and fully cooperate with Altamira throughout such
proceedings and in connection with any settlement negotiations in
respect thereof, including providing all necessary or appropriate
information for defending the IP Claim.
Exceptions. The foregoing notwithstanding, Altamira shall
have no liability or obligation under this Article V to the extent
Customer is responsible for giving rise to the IP Claim, including
without limitation for any IP Claim based on or arising out of (i) the
use of a superseded or altered release of any portion of any Products,
if the infringement would have been avoided by the use of a current
or unaltered release of any such Products, provided that Altamira has
made such current or altered release available to Customer, (ii) any
modification of any Product not authorized in writing by Altamira,
(iii) the use of any Product other than in accordance with the
Documentation and this License Agreement, (iv) use of any Products
in combination with software or hardware not provided by Altamira
or otherwise contemplated in the Documentation or in combination
with a Product where the Term of the License Agreement applicable
to such Product has expired or been terminated (collectively, the ?IP
Exceptions?). Further, Altamira shall have no liability or obligation
under this Article V if Customer is in default of any payment
obligation to Altamira hereunder or under any other agreement,
obligation or liability to Altamira, or if Customer is in breach of any
of the licenses granted by Altamira herein.
Exclusive remedy. If, due to an IP Claim or the threat of an
IP Claim, (a) the disputed/infringing Product is held by a court of
competent jurisdiction to be infringing or the result of
misappropriation, or in Altamira?s reasonable judgment may be held
to infringe or result from misappropriation by such a court, or
(b) Customer receives a valid court order enjoining Customer from
using such Product or, in Altamira?s reasonable judgment, Customer
may receive such an order, Altamira shall, in addition to its
indemnification obligations in Section 5.1, as the sole and exclusive

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remedy of Customer for any claims related to intellectual property
infringement, misappropriation or the like, at its option, (A) replace or
modify the Product to be non-infringing, provided that any such
replacement or modification of such Product contains substantially
similar functionality; (B) obtain for Customer a license to continue
using the Altamira Product; or (C) terminate the lease and license for
the infringing Altamira Product and refund the depreciated Fees prepaid during the then-current Term, as the case may be, for the affected
Product as set forth in the respective Sales Order. The Fees shall be
depreciated based on a pro-rata straight-line basis based on the
percentage determined by dividing (I) the number of months then
remaining under the then-current Term for the affected Product by (II)
the total number of months in the then-current Term for the affected
Product. The foregoing notwithstanding, if the then-current Term for
the affected Product is for a term of five (5) or more years, then the Fees
shall be depreciated monthly on a five (5) year straight-line basis.
Procedures. As a condition of Altamira?s obligation to
indemnify under this Article V, Customer shall (i) promptly notify
Altamira of any IP Claim of which it becomes aware; provided,
however, that failure to give prompt notice will not relieve Altamira of
any liability hereunder (except to the extent Altamira has suffered
material prejudice by such failure); (ii) give Altamira the full
opportunity to control the response thereto and the defense thereof,
including any agreement relating to the settlement thereof, provided that
Altamira shall not settle any such claim or action that imposes any
money damages or on, or admission of liability by Customer without
Customer?s prior written consent; and (iii) cooperate with Altamira in
the defense or settlement thereof. Customer may participate, at its own
expense, in such defense and any settlement discussions directly or
through counsel of its choice on a monitoring, non-controlling basis.
5.5
Government Remedies. Nothing contained in this License
Agreement or Master Terms attached hereto as Exhibit B (including,
without limitation, Article V of the Master Terms) and when applicable,
shall impair or prejudice the U.S. Government?s right to EXPRESS
remedies provided in GSA clause 552.238-72 ? Price Reductions, clause
FAR 52.212-4(h) ? Patent Indemnification, Liability for Injury or
Damage (Section 3 of the Price List), and GSAR 552.215-72 ? Price
Adjustment ? Failure to Provide Accurate Information).

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VI.

Definitions

?Appliance Hardware? shall mean the hardware portions of
a Product, if such product includes hardware.
?Software? shall mean any software code that is provided
by Altamira to Customer as part of, or for use with, a Product,
including any software update, release, improvement or modification
provided by Altamira as part of its support and maintenance services,
but excluding any third-party software (e.g., operating systems, open
source software, and other third-party software).
?Backup Product? shall mean a Product designated as such
in the applicable Sales Order that is provided by Altamira to
Customer for use by Customer in the case of a failure of a Production
Product but does not automatically maintain synchronization with the
Production Product.

?Development and Test Product? shall mean a Product
designated as such in the applicable Sales Order that is provided
by Altamira to Customer for use by Customer solely to test new
functionalities and features of Products and Services and to
develop and test their integration into and interoperability with
third-party and Customer systems.
?Altamira Data? means the data stored in encrypted or
other protected form as part of an Altamira Product. For
avoidance of doubt, ?Altamira Data? does not include Licensed
Output generated by an Altamira Product.
?Production Product? shall mean a Product designated as
such in the applicable Sales Order that is provided by Altamira to
Customer for Customer?s regular use to provide services to
Customer?s internal or external end-users or clients, as denoted in the
applicable Sales Order.
?Standby Product? shall mean a Product designated as such
in the applicable Sales Order that is paired with a Production Product,
and constantly synchronized with such Production Product, in order
to allow the Standby Product to be used in place of the Production
Product in case of a failure of the Production Product.

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Exhibit A
MAINTENANCE AND SUPPORT AGREEMENT
Subject to any provisions, conditions and limitations set forth in any Sales Order, and the License Agreement between Altamira Technologies Corporation (?Altamira?)
and Customer, including all attachments and exhibits thereto, all maintenance and support services include the email and telephone support, Error corrections, and Software
and Documentation updates (?Services?) as described in this Maintenance and Support Agreement (?Agreement?). Capitalized terms not otherwise defined herein shall
have the meaning ascribed in the License Agreement.
further that if no support arrangement exists, Altamira shall have no obligation
1. Definitions
to address the Incident. Except for as expressly set forth above, Altamira shall
Error: situation where the Software does not function in accordance with the
have no responsibility to address support concerns with any third-party
Documentation.
hardware, system or software, which shall remain the sole responsibility of
Fix - the repair or replacement of binary or executable code versions of the Software
Customer.
to remedy an Error.
If the Technical Support representative cannot resolve the Incident while on the
Incident - a Services request that begins when Customer contacts Altamira to report
call or in the email response, the Incident will be logged and responded to by a
one specific Error and ends when Altamira either: (a) Resolves the Error; or (b)
Software Engineer according to the priority level of the Error.
determines in its sole discretion that the Error cannot be Resolved.
Resolve - the provision of: (a) Services that, in Altamira?s sole discretion, corrects
PRIORITY 1: The Software has ceased to work or substantially fails. Altamira
the Error; (b) information to Customer that corrects the Error; (c) information to
will allocate a member of its staff to investigate the problem upon notification
Customer on how to obtain a software solution that corrects the Error; (d) notice to
and will use commercially reasonable efforts to provide either a practical
Customer that the Error is caused by a known, unresolved issue or an incompatibility
solution or a workaround or a status on the progress of the solution within 8
issue with the Software; (e) information to Customer that identifies the Error as being
business hours. If this is not achieved, a resource will be allocated to the
corrected by upgrading to a newer release of the Software; or (f) notice to Customer
problem until either a practical solution or a workaround is provided. Status
that the Error has been identified as arising out of or resulting from a Service
reports will be made on a frequent basis for as long as the Incident remains unException.
Resolved.
Workaround - a change in procedures followed by Customer to avoid an Error
PRIORITY 2: An essential function of the Software has ceased to work.
without substantially impairing use of the Software.
Altamira will allocate a member of its staff to investigate the Incident upon
notification and will use commercially reasonable efforts to provide either a
practical solution or a workaround or a status on the progress of the solution
2. Telephone and Email Support
within 2 business days. If this is not achieved, Altamira will allocate a resource
Telephone and email support is available to address all Incidents from 9:00 a.m. to
to the Incident until either a practical solution or a work-around is provided.
5:00 p.m. Eastern Time, Monday through Friday, excluding the ten government
Status reports will be made on a weekly basis for as long as the Incident remains
holidays observed by Altamira. Reported Incidents outside of these times should be
un-Resolved.
submitted via email. Installation support Incidents for Software include answering
questions and providing a reasonable level of telephone support guidance to the
PRIORITY 3: The Software is causing a problem that is only having a minor
Customer on the installation process. Usage support Incidents include answering
impact on normal operating activities of the Software (such as a function of the
questions and providing a reasonable level of guidance to the Customer about the use
Software has ceased to work as efficiently as it was previously). Altamira will,
of the Software (excluding training), responding to reports of Errors in the Software
on request, allocate a member of staff to investigate the Incident upon
and determining if the reported Error is a result of a problem with the Software or
notification and will use commercially reasonable efforts to provide either a
with other parts and components of Altamira Products, including any third-party
practical solution or a workaround or status on the progress of the solution
software or hardware that may be contained in or part of the Altamira Products. If the
within 5 business days. Status reports will be made on a weekly basis for as
product is hosted on a third party back-end (such as HANA), Altamira will use
long as the Incident remains un-Resolved.
commercially reasonable efforts to work with the HANA or the pertinent product
PRIORITY 4: There is a minor issue related to the Software, such matters
helpdesk as appropriate, provided however, that Altamira shall only be responsible
which are annoying in nature or informational. Altamira will use commercially
for support hereunder for the Software and not for any third-party products, including
reasonable efforts to respond to these Incidents in a timely fashion in its sole,
any database or back-end. All support requests shall be made by Customer?s
but reasonable discretion.
Technical Contact. Customer?s Authorized Users shall submit all inquiries to the
SUPPORT CALL THRESHOLD: Altamira provides up to 24 calls annually
Technical Contact and shall not contact Altamira directly for telephone and email
beyond the Priority 1-3 Errors per Customer. Calls beyond the threshold will be
support hereunder. This maintenance and support agreement does not include
billed quarterly to the Customer at the then current hourly rate. This rate is
training or answering calls that require training to the Authorized Users. Training is
disclosed in the applicable Altamira Sales Order Pricing Sheet as Help Desk
priced separately. Please contact Lumify.Support@AltamiraCorp.com to schedule a
Rate.
training session.
SERVICE EXCEPTION: Provider has no obligation to provide Services
Customer is responsible for providing documentation sufficient for Altamira to
relating to Errors that, in whole or in part, arise out of or result from any of the
reproduce the Error on its master copy of the Software including a written, detailed
following (each a ?Service Exception?): (a) Software, or the media on which it
description of the problem, log files, core dumps, data files, or any other information
is provided, that is modified or damaged by Customer or any third party; (b)
reasonably requested by Altamira. If Altamira is unable to replicate the Error, it
any operation or use of, or other activity relating to, the Software other than as
shall have no obligations under this Maintenance and Support Agreement.
specified in the Documentation, including any incorporation in the Software of,
Support shall be available from the following sources:
or combination, operation or use of the Software in or with, any technology
Email:
LumifySupport@AltamiraCorp.com
(including any software, hardware, firmware, system, or network) or service not
specified for Customer?s use in the Documentation; (c) except as expressly set
World Wide Web: http://www.altamiracorp.com/index.php/products/
forth herein, any third-party materials, hardware or software, including third3. Error Corrections
party hardware or software provided with or included in the Altamira Products.
Altamira is committed to correcting Errors in the then-current version of the Software
d) any negligence, abuse, misapplication, or misuse of the Software, including
in a timely manner by providing the repair or replacement of object or executable
any Customer use of the Software other than as specified in the Documentation;
code versions of the Software. An Altamira Technical Support representative will use
(e) any failure of Customer to adhere to its obligations herein or in the License
commercially reasonable efforts to Resolve suspected Errors at the time of the initial
Agreement, including Customer?s failure to promptly install any Maintenance
call or email response. Once and Error is deemed Resolved, Altamira will close the
Release that Altamira has previously made available to Customer; (f) the
support request and have no further obligation related to such request.
operation of, or access to, Customer?s or a third party?s system or network; (g)
If the Altamira Technical Support representative determines that the Incident reported
any relocation, installation or integration of the Software other than by Altamira
by Customer is related to the Appliance Hardware, Altamira will instruct Customer
personnel or otherwise permitted by the Documentation or Altamira in writing;
as to how to contact the manufacturer of such Appliance Hardware to resolve the
(h) any open-source components of the Software, beta software, software that
problem. Altamira has no obligation to maintain or repair any of the Appliance
Altamira makes available for testing or demonstration purposes, temporary
Hardware.
software modules, or software for which Altamira does not receive a license
If the Altamira Technical Support representative determines that the Incident reported
fee; (i) any breach of or noncompliance with any provision of this Agreement
by Customer is related to third-party software that is part of or contained in the
or the License Agreement by Customer or any of its representatives; or (j) any
Altamira Product, Altamira will use commercially reasonable efforts to work with
Force Majeure Event (including abnormal physical or electrical stress). With
the provider of the third-party software to address the problem under its support
respect to third-party hardware provided with or included in the Altamira
arrangements with such third-part software provider, which arrangement shall solely
Products, Altamira passes through to Customer any support and maintenance
govern all support and maintenance related to such third-party software, provided

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Maintenance and Support

4


Exhibit A
the manufacturer of that hardware/software provides to Altamira, if any, to the extent
allowed under the terms and conditions of the third-party manufacturer.
ENHANCEMENT REQUESTS: Enhancements and new feature requests shall be
considered for future releases of the Software. Any enhancements shall be subject to
the license provisions and other terms and conditions in the applicable License
Agreement. All Customer Enhancements regarding the Software shall be the sole
property of Altamira.
If Altamira reasonably believes that a problem reported by Customer may not be due
to an Error in the Software, based on information provided by Customer or Altamira?s
own review, Altamira will so notify Customer, and Altamira shall not proceed
further. Altamira?s determination shall be definitive. Notwithstanding the foregoing,
if Customer requests in writing that Altamira investigate the problem further along
with a rationale basis therefore, upon agreement by Altamira, it will use commercially
reasonable efforts to identify the source of, and help resolve, the Incident. If upon
such further investigation of the Incident it is determined by Altamira in its sole, but
reasonable discretion, that the Error is not a result of an Error in the Software,
Customer will be invoiced for time and materials at Altamira?s then standard rates
for the time spent in the resolution process. This rate is disclosed in the applicable
Altamira Sales Order Pricing Sheet as the Engineer rate.
4. Appliance Software and Documentation Updates
Altamira will make available to Customer all upgrades, improvements or
modifications of the Software that Altamira makes generally available to supported
Altamira customers who have executed a License Agreement and does not market as
independent Altamira products or modules (?Maintenance Release?). Altamira
Maintenance Releases only to licensees of the then-most recent versions of the
Software; and may condition delivery of any upgrade, improvement or modification
on Customer licensing the then-current Altamira Products at then-applicable prices.
From time to time, Altamira may create upgrades, improvements and modifications
due to particular circumstances. Such upgrades, improvements and modifications
shall not be deemed to have been made ?generally available? to Altamira customers
for purposes of the provisions above (?Software Upgrade?). All Software Upgrades
once available shall be subject to Altamira then standard rates for the Software
Upgrade.
5. Security Updates
Altamira produces updates that contain new security content (for example, attack
signatures and vulnerability checks) only for the most recent versions of Software. In
the event of a security update, the Customers? specified point of contact will be
notified via email regarding the extent of the update and the path(s) and password(s)
necessary to download the update in a timely fashion. Security updates for purposes
of this Agreement are considered Maintenance Releases.
6. Authorized Personnel.
Altamira shall have the right to provide the Services under this Exhibit A to any
employee of Customer that in Altamira?s reasonable discretion has the authority to
requests services. However, Altamira?s obligation to perform the Services under this
exhibit shall be limited to requests made by authorized employees of Customer. Such
authorized employees shall be communicated to Altamira in writing by the Technical
Contact and shall be updated as changes are made to the list and/or from time to time
by Customer (?Authorized Employee List?). Altamira shall have no obligations in
connection with any requests made by any person other than any such authorized
employee and shall have no liability to Customer for any Services provided to
employees listed on the Authorized Employee List, even if such employees are no
longer authorized to request Services.
7. Customer Obligations. Customer agrees it shall have the following obligations:
(a) promptly notify Altamira of any Error and provide Altamira with reasonable detail
of the nature and circumstances of the Error, provided Altamira shall have no liability
under this Maintenance and Support Agreement if Customer unreasonably delays in
providing such notice or provides insufficient information regarding any potential
Error; (b) comply with all terms and conditions of this Agreement and the License
Agreement; (c) use the Software solely in accordance with the terms and conditions
set forth in the License Agreement and the Documentation; (d) set up, maintain, and
operate in good repair and in accordance with the Documentation all environmental
conditions and components, including all networks, systems, and hardware, in or
through which: (i) the Software operates; and/or (ii) the Customer accesses or uses
any of the Services; (e) in connection with the performance of the Services, Customer
shall provide Altamira personnel with all such cooperation and assistance as they may
reasonably request, or otherwise may reasonably be required, to enable Altamira to
perform its obligations (including the provision of the Services), and exercise its
rights, under and in accordance with the terms and conditions of this Agreement,
including: (i) reasonable, uninterrupted access, both physical and virtual, to the
Software and Customer?s premises, systems, networks, and facilities; (ii) a safe
working environment; (iii) reasonable access to the appropriate Customer personnel,
including network, systems, operations, and applications personnel; and (iv) all
necessary authorizations and consents, whether from third parties or otherwise, in
connection with any of the foregoing; (f) back up all data, files, and information prior

rev.2017.02.10

to the performance of any Services and hereby assumes sole responsibility for
any lost or altered data, files, or information; (g) subject to the additional
requirements in Section 6 above, designate and maintain throughout the Term
one or more individuals to serve as its primary point of contact for day-to-day
communications, consultation, and decision-making regarding the Services
(each, a ?Technical Contact?), which shall be the sole contact(s) between
Customer and Altamira in connection with day-to-day matters relating to the
provision of Services, be responsible for reporting all Incidents, providing dayto-day consents and approvals on behalf of Customer, and communicating with
and providing timely and accurate information and feedback to Altamira in
connection with the Services, have the requisite organizational authority, skill,
experience, and other qualifications to perform these duties, and remain the
Technical Contact unless Customer provides at least five (5) business days?
prior written notice to Altamira of any replacement or change in the name or
contact information of any Technical Contact; (h) provide Altamira with all
information reasonably requested by Altamira from time to time relating to
Customer?s use of the Software or Services, including information on
Customer?s hardware, network, systems, and any related third-party materials;
and (i) except as otherwise specified in this Agreement, Customer must run only
the current release level of the Software that Altamira has made available to its
customers, and shall install all Maintenance Releases as soon as reasonably
possible from the date they are made available by Altamira.

Maintenance and Support

5


Exhibit B
MASTER TERMS AND CONDITIONS
These Master Terms and Conditions (?Master Terms?) contain those
certain terms and conditions that are generally applicable to all Products
provided by Altamira to Customer. In addition, Altamira?s provision and
license of Products are subject to the terms and conditions contained in
one or more Altamira Agreements, each of which incorporates these
Master Terms and one or more Sales Orders that apply to each such
Product.
In the event of a conflict among these Master Terms, any Sales Orders,
such portion of any Altamira Agreement that does not include these
Master Terms and such Sales Orders, any U.S. Government Services
Administration (?GSA?) contract, and applicable federal law or
regulation, the following order of precedence shall control as applicable:
(1) Federal statutory law, (2) the Federal Acquisition Regulations
(?FAR?), (3) any GSA contract, (4) any applicable task order from an
?ordering activity? (as such term is defined in GSA Order ADM4800.
2G, as may be revised from time to time), (5) the Altamira Agreement
(without regard to these Master Terms and such Sales Order incorporated
into such Altamira Agreement); (6) these Master Terms and Conditions;
and (7) such Sales Order, unless such document specifically incorporates
language intending to override the conflicting language of a document of
higher precedence. In addition to the terms defined in any Altamira
Agreement, the capitalized terms used herein shall have the meaning
ascribed to them in Article VIII or elsewhere in these Master Terms.
I.
PROPRIETARY RIGHTS; LICENSES
Appliances and Hosted Services. General terms applicable to
proprietary rights in and to the Products and Altamira Hosted Services
are set forth, respectively, in the License Agreement and Hosted Services
Agreement.
Documentation License. Subject to the terms and conditions
of the Altamira Agreements, Altamira hereby grants to Customer, and
Customer hereby accepts during the Term, a limited, revocable,
worldwide, non-transferable, non-sublicenseable, non-exclusive license
to use the Documentation provided in connection with any Product,
solely in connection with Customer?s use of such Product during the term
applicable to such Product set forth in the Sales Order or otherwise.
API License. In the event that Altamira provides Customer
with certain application program interfaces and/or sample code
(collectively, ?API?) in connection with any Product, Altamira hereby
grants to Customer during the Term applicable to such Product for which
such API is provided, a limited, revocable, worldwide, non-transferable,
non-sublicenseable, non-exclusive license, under Altamira?s Intellectual
Property Rights, to install, execute, and use such API in conjunction with
such Product, solely to access and use such Product within the scope of
the license or rights applicable to such Product and further subject to the
terms and conditions of the applicable Altamira Agreements.
Branding Obligations and Trademarks. When displaying,
performing, or disclosing any Licensed Output, Customer shall comply
with Altamira?s then-current Altamira branding guidelines (the
?Branding Guidelines?). The Branding Guidelines as of the effective
date of the Altamira Agreement to which these Master Terms are attached
shall be provided upon request. Altamira may change such Branding
Guidelines from time to time upon 90 days notice to Customer. The
names, logos, symbology and attribution text contained in the Branding
Guidelines, including all associated trademarks and other Intellectual
Property Rights, are all Altamira brand identifiers (?Brand Identifiers?).
For so long as Customer has the right to use the Licensed Output
hereunder, Altamira hereby grants Customer a royalty-free, limited,
worldwide, non-exclusive, non-transferable, non-sublicenseable right
and license to use the Brand Identifiers solely as provided in this Section
1.4 and the Branding Guidelines. Customer may not alter or remove any
trademarks, logos or service marks of Altamira applied to the Products,
unless approved in writing in advance by Altamira authorized
representative. Except as expressly set forth in any Altamira Agreement,

rev.2017.02.10

nothing contained herein shall be construed to grant Customer any right,
title or interest in or to any Brand Identifiers or Altamira Intellectual
Property Rights or to any Intellectual Property Rights of any third-party
supplier of Altamira. Customer acknowledges Altamira?s exclusive
ownership of such Brand Identifiers and all associated Intellectual
Property Rights and Customer agrees not to take any action inconsistent
with such ownership by Altamira, including the adoption by Customer of
any marks, names, logos or other identifiers confusingly similar to its
Intellectual Property Rights, including all trademarks. Except as set forth
herein and in the Branding Guidelines, Customer may not make any
representation of affiliation, certification or compatibility with Altamira,
the Products or other Altamira hardware, software, or Intellectual
Property Rights without the express written consent of Altamira.
Customer agrees to maintain the quality of any Customer products,
output or material that contain Licensed Output and agrees not to register
or attempt to register any trademark, service market or other Intellectual
Property of Altamira or its third-party suppliers in any jurisdiction.
Customer further acknowledges that all goodwill arising from or in
connection with any exercise by Customer of the foregoing license to the
Brand Identifiers shall at all times remain solely with Altamira. Upon
Altamira?s request from time to time, Customer shall provide Altamira
with samples of each use or intended use of the Brand Identifiers. In the
event that Altamira objects to such use, Customer shall immediately
cease such use without further notice from Altamira. Any violation of
this Section 1.4 shall be deemed a material breach of this Agreement.
License Restrictions. Without limiting any restrictions
contained elsewhere in any Altamira Agreement, the limited rights and
licenses granted under any Altamira Agreement are subject to the
following additional restrictions: Except as otherwise expressly
authorized in any Altamira Agreement (including any Sales Order): (a)
no provision of any Altamira Agreement is intended to grant Customer a
license under any Altamira Intellectual Property Rights; (b) the Products
and Licensed Output shall not be used for the benefit of any third party
(including, for example, to process data or provide the services to third
parties), other than end users of Products that are within the scope of the
permitted use specified in a Sales Order which; specifies ?external? use
(c) neither the Products nor Licensed Output shall be used for timesharing, rental, outsourcing, or as a service bureau (sometimes referred
to as ?software as a service?), unless and solely to the extent so specified
in the applicable Sales Order or otherwise expressly agreed to in writing
by an Altamira authorized representative; (d) to the extent applicable and
indicated in the Sales Order for the respective Products, the Products may
only be used by the Authorized Users and for the Program/Organization/
Network set forth in the applicable Sales Order; and (e) location
information in the form of coordinate values (i.e., latitude and longitude)
obtained from Products may not be displayed or disclosed to any person
or entity other than Customer?s employees, directors and officers;
provided, however, that the foregoing prohibition shall not preclude the
inclusion of such information in the source HTML code on Customer?s
website if the applicable Product is for external use. Further, without
limiting any other restrictions herein, except as otherwise expressly
provided in the applicable Sales Order, Customer shall not use any
Products or Licensed Output to (i) facilitate, enable, or allow third parties
to embed any visual display of the Licensed Output into web sites, such
as via an HTML IFRAME, AJAX-driven DIV, an API, or other
technology; (ii) use the Products or Licensed Output to provide
geographic search services to third-party web sites or in connection with
other third-party products or services; (iii) use the Licensed Output to
build or evaluate a tool, product or service that competes with any
Product or to train a statistical model that recognizes locations in text; or
(iv) use the Licensed Output to construct a gazetteer. Customer may
allow its Authorized Employees and Contractors to access APIs,
Documentation and Licensed Output in connection with Customer?s

Master Terms and Conditions

6


Exhibit B
rights granted under Section 1.2 through 1.3 of these Master Terms,
provided that: (A) Customer shall ensure that each of them comply with
all terms and conditions hereof and use the API, Licensed Output and
Documentation for the purposes contemplated and permitted by any
applicable Sales Order solely as necessary to provide services to
Customer; and, in addition, only if Customer is not an agency or
instrumentality of the U.S. Government, (B) Customer shall remain liable
for any non-compliance by such contractors, acceptance by each of them
of such access shall contractually bind each of them to comply with all
terms and conditions hereof, including all license restrictions.
Ownership/Retention of Rights. Altamira reserves all rights
not expressly granted to Customer under any Altamira Agreement.
Without limiting the generality of the foregoing, Customer acknowledges
and agrees that: (a) except for the rights and licenses granted under any
Altamira Agreement, Altamira and its suppliers retain all right, title and
interest, including all Intellectual Property Rights, in and to the Products,
the Licensed Output, and Product Materials, as well as any data or
software included therein, but excluding the Customer Materials; (b) the
grant of rights hereunder to the Products is not a sale of the Products or
any portion thereof and Customer does not acquire ownership of any
Intellectual Property Rights or other rights, express or implied, in or to
the Products, Licensed Output, or Product Materials; (c) any
configuration or deployment of the Products shall not affect or diminish
Altamira?s rights, title, and interest in and to the Products and the
Licensed Output, or any portion thereof; and (d) if Customer suggests any
new features, functionality, or performance for the Products (?Customer
Enhancements?), Customer acknowledges that all such Customer
Enhancements, and all Intellectual Property Rights therein, shall be the
sole and exclusive property of Altamira, free of any confidentiality
restrictions that might otherwise be imposed upon Altamira pursuant to
Article VII of these Master Terms. Customer hereby irrevocably assigns
to Altamira all Intellectual Property Rights and all other rights and title
to the Customer Enhancements. Customer agrees to execute such further
documents and agreements as reasonably requested by Altamira from
time to time to vest, perfect or evidence Altamira?s Intellectual Property
Rights or title in and to any Customer Enhancements and to otherwise
confirm and ensure Altamira?s rights and interests contemplated or
provided for in any Altamira Agreement.
Government Rights. This Section 1.7 applies to all Products
ordered or used by or for the United States federal government, or by any
prime contractor or subcontractor (at any tier) under any contract, grant,
cooperative agreement or other activity with the federal government. The
government hereby agrees that (a) any software provided with the
Products is a ?commercial item? as that term is defined in 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; (b) any technical data provided with such Products is commercial
technical data as defined in 48 C.F.R. 12.211, and (c) consistent with 48
C.F.R. 12.211 through 12.212, 48 C.F.R. 227.7202-1 through 227.72024, and 48 C.F.R. 252.227-7015, the Products and software are provided
to the government only pursuant to the terms and conditions of the
Altamira Agreements, including these Master Terms. No term or
condition of any Altamira Agreement (including these Master Terms)
shall be applicable to the extent it conflicts with applicable any federal
laws of the United States, including the Federal Acquisition Regulations
(?FAR?), or any agreement by and between Altamira and any agency or
department of the United States (including any provisions relating to
warranties or rights of termination).
II.
TERM AND TERMINATION
Term. Each Altamira Agreement executed by Customer shall
become effective on the effective date of the License Agreement
specified therein and shall remain in full force and effect until termination
of such Altamira Agreement in accordance with this Article II or as
otherwise provided in such Altamira Agreement.

rev.2017.02.10

Termination. If Customer breaches any Altamira Agreement,
Altamira may immediately terminate, or at its option suspend, such
Altamira Agreement in whole or, at its option, with respect to the Product
for which the breach relates, if such breach is not cured within thirty (30)
days of notice of the breach from Altamira.
The foregoing
notwithstanding, if Customer fails to make payment of any Fees when
due for any Product, Altamira may terminate the applicable Altamira
Agreement under which such Product is provided in whole or, at its
option, with respect to such Product, upon five (5) calendar days? notice
to Customer, unless such payment is made in full within such five (5) day
period. At its option, Altamira shall have the right to treat any breach by
Customer of any Altamira Agreement as a breach by Customer of any or
all other Altamira Agreements to which Customer is a Party, and may
exercise its rights as set forth herein in connection with any such Altamira
Agreements. In addition, Altamira may terminate any and all Altamira
Agreements, in whole or, at its option, with respect to particular Products,
immediately upon notice to Customer in the event Customer offers any
products or services that, in Altamira?s sole discretion, compete with any
of the Products or materially breaches any confidentiality obligations or
any license rights or other intellectual property use restrictions set forth
in the Altamira Agreement(s). Either Party may terminate an Altamira
Agreement immediately upon notice to the other Party if no Sales Orders
are then in effect under such Altamira Agreement. The foregoing
notwithstanding, nothing in this provision shall supersede the provision
for Termination in accord with FAR provision 52.212-4 (June 2010)
(Deviation Feb 2007) reference in any applicable GSA contract.
Effect of Termination. Upon expiration or termination of any
Altamira Agreement in whole or with respect to any Products, (a)
Customer shall immediately cease using any such Products, Product
Materials and Proprietary Information provided under such Altamira
Agreement (or, if terminated in part, with respect to the Products subject
to termination), and Altamira shall cease using any Customer Materials
and Proprietary Information of Customer except in connection with the
performance of its obligations under any Altamira Agreement then
remaining in effect and (b) each Party shall certify to the other Party
within thirty (30) days after expiration or termination of such Altamira
Agreement that it has destroyed, or has returned to the other Party, all
materials of such Party referred to in Section 2.3(a) and all copies thereof,
whether or not modified or merged into other materials. Notwithstanding
the immediate foregoing, the requirements of this Section 2.3(b) shall not
apply (a) with respect to Customer, to Products or Proprietary
Information that Customer is entitled to use under an Altamira
Agreement then remaining in effect or, (b) with respect to Altamira, to
Products or Proprietary Information that Altamira reasonably needs to
provide Products to Customer under an Altamira Agreement then
remaining in effect. Unless Altamira has terminated an Altamira
Agreement (in whole or in part) for breach by Customer, and provided
has made all payments due and owing, Customer?s rights to use, in
accordance with and subject to any applicable Altamira Agreement, the
Licensed Output generated prior to the date of such termination shall
survive the expiration or termination of such Altamira Agreement. The
foregoing notwithstanding, if the Product that Customer is obligated to
return or destroy pursuant to this Section 2.3 includes Altamira owned
Appliance Hardware, if Customer is not an agency or instrumentality of
the U.S. Government, Customer shall have the option to (a) pay Altamira
the book value (as determined by Altamira) for such Altamira Appliance
at the time the applicable Altamira Agreement is terminated, in which
case Customer may keep the hardware components thereof or (b) return
the Appliance Hardware to Altamira (insuring the product for no less than
such book value) and comply with all of the obligations relating to
shipping set forth in the applicable Altamira Agreement.
Survival. The provisions of Articles II, III, IV, V, VI, VI, VIII
and IX and Sections 1.5-1.7 of these Master Terms shall survive any
expiration or termination of any Altamira Agreement.

Master Terms and Conditions

7


Exhibit B
III.

LIMITED WARRANTIES AND DISCLAIMERS
Authority. Each Party represents and warrants that (a) it is duly
organized, validly existing, and in good standing as a corporation or other
entity under the laws of the jurisdiction of its incorporation or other
organization; (b) it has the full right, power, and authority to enter into
and perform its obligations and grant the rights, licenses, and
authorizations it grants and is required to grant under this Agreement; (c)
the execution of this Agreement by its representative whose signature is
set forth at the end of this Agreement has been duly authorized by all
necessary corporate or organizational action of such Party; and (d) when
executed and delivered by both Parties, this Agreement will constitute the
legal, valid, and binding obligation of such Party, enforceable against
such Party in accordance with its terms..
Disclaimers. EXCEPT AS OTHERWISE EXPRESSLY WARRANTED IN
ANY ALTAMIRA AGREEMENT, THE PRODUCTS, PRODUCT MATERIALS,
LICENSED OUTPUT, DOCUMENTATION AND ANY OTHER MATERIALS,
SOFTWARE, DATA AND/OR SERVICES PROVIDED BY ALTAMIRA ARE
PROVIDED ?AS IS? AND ?WITH ALL FAULTS,? AND ALTAMIRA EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF
WITHOUT
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
LIMITING THE FOREGOING, ALTAMIRA EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT,
NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, OR
QUALITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY AND
ABSENCE OF ANY DEFECTS, AND DOES NOT WARRANT THAT THE PRODUCTS,
PRODUCT MATERIALS, LICENSED OUTPUT, DOCUMENTATION AND ANY
OTHER MATERIALS, SOFTWARE, DATA AND SERVICES PROVIDED BY
ALTAMIRA WILL MEET CUSTOMER?S REQUIREMENTS OR THAT THE
OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT
ALL ERRORS WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT
ALTAMIRA?S OBLIGATIONS UNDER THE ALTAMIRA AGREEMENT(S) ARE FOR
THE BENEFIT OF CUSTOMER ONLY. WITHOUT LIMITING THE FOREGOING,
CUSTOMER FURTHER ACKNOWLEDGES THAT THE PRODUCTS INCORPORATE
PROPRIETARY INFORMATION AND TECHNOLOGY OF THIRD PARTIES, AND
THAT NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS GIVEN
BY ALTAMIRA OR ANY OF SUCH THIRD PARTIES WITH RESPECT TO SUCH
THIRD PARTY PROPRIETARY INFORMATION AND TECHNOLOGY.
IV.
INDEMNIFICATION
Indemnification. If Customer is an agency or instrumentality
of the U.S. Government, this Article IV shall not apply. Customer shall
indemnify, hold harmless and, at Altamira?s election, defend Altamira,
its affiliates and suppliers and their respective officers, directors,
employees, agents, representatives, successors and assigns (collectively,
the ?Altamira Indemnified Parties?) from and against any losses,
damages, liabilities, deficiencies, claims, actions, judgments, settlements,
interest, awards, penalties, fines, costs, or expenses of whatever kind,
including reasonable attorneys? fees and the costs of enforcing any right
to indemnification hereunder and the cost of pursuing any insurance
providers (?Losses?) directly or indirectly arising out of any claim, suit,
action, or proceeding (each, an ?Action?) arising from or relating to: (i)
Customer's use, misuse or possession of the Products and Licensed
Output, excluding claims of arising from Altamira?s gross negligence or
claims that any Products infringe any third-party Intellectual Property
Rights; (ii) to the extent Customer has entered into the License
Agreement with Altamira, any IP Exception, as defined therein; and (ii)
any third-party allegation that the Customer Materials infringe,
misappropriate or violate any Intellectual Property Rights or Proprietary
Information of any third party.
Conditions. Customer?s indemnification obligations under this
Article IV shall be subject to the following conditions: (a) the
Indemnified Party shall promptly notify Customer in writing after the
Indemnified Party?s receipt of notification of the Action; provided,
however, that failure to notify shall not relieve the Customer of its

rev.2017.02.10

indemnification obligations unless and solely to the extent Customer was
materially prejudiced by such failure; and (b) the Indemnified Party
provides Customer, at Customer?s request and expense, with the
reasonable assistance and information necessary for the Customer to
perform its obligations under this Article IV.
V.
LIMITATION OF LIABILITY
EXCEPT IN CONNECTION WITH A BREACH UNDER ARTICLES I OR
VII, OR A BREACH OF ANY OTHER CONFIDENTIALITY OBLIGATIONS, LICENSE
GRANT OR INTELLECTUAL PROPERTY RESTRICTIONS IN ANY ALTAMIRA
AGREEMENT, IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE
LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT
INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS,
COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION,
COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO
THIRD PARTIES, ARISING FROM ANY SOURCE, EVEN IF THE BREACHING
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE AGGREGATE
AND CUMULATIVE LIABILITY OF ALTAMIRA ARISING OUT OF OR RELATED TO
ANY ALTAMIRA AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING
IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL IN NO EVENT EXCEED THE
AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE
ALTAMIRA AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
5.2
Section 5.1 shall not impair the U.S. Government?s right to
recover for fraud or crimes arising out of or related to this Contract under
any federal fraud statute, including the False Claims Act, 31 U.S.C. ??
3729-3733.
VI.
PAYMENT; FEES
If Customer is an agency or instrumentality of the U.S. Government this
Article VI shall not apply.
Fees. In consideration of the rights and licenses granted to
Customer under any Altamira Agreement, Customer shall pay the Fees
in the amounts specified in each Sales Order made with respect to such
Altamira Agreement. All payments shall be nonrefundable and
irrevocable and shall be due and payable in full, without setoff or offsets
of any kind or for any reason, within thirty (30) days after the relevant
invoice date.
Late Charges. In the case Customer fails to pay any amounts
when due, (a) Altamira reserves the right to charge, and Customer agrees
to pay, a late charge equal to the lesser of: (i) one and one-half percent
(1?%) of the amount owed per month; or (ii) the greatest amount
permitted by applicable law on any amount that is unpaid on the due date;
(b) Customer shall reimburse Altamira for all costs incurred by Altamira
in collecting any late payment of amounts due or related interest,
including attorneys? fees, court costs, and collection agency fees; and (c)
if such failure continues for five (5 days following written notice thereof,
Altamira may suspend performance of all services, including all Support
and Maintenance Services, until all past due amounts, including interest,
have been paid, without incurring any obligation or liability to Customer
or any other person by reason of such suspension.
6.3
Taxes. All amounts payable under any Altamira Agreement
shall exclude all applicable sales, use and other taxes and all applicable
export and import fees, customs duties and similar charges. Customer
shall be responsible for payment of all such taxes (other than taxes based
on Altamira?s income), fees, duties and charges, and any related penalties
and interest, arising from the payment of any Fees hereunder, the grant
of rights hereunder, or the delivery of services. Customer shall make all
payments required hereunder to Altamira free and clear of, and without
reduction for, any withholding taxes. Any such taxes imposed on any
payments hereunder to Altamira shall be Customer?s sole responsibility,
and Customer shall, upon Altamira?s request, provide Altamira with
official receipts issued by the appropriate taxing authority, or such other
evidence as Altamira may reasonably request, to establish that such taxes
have been paid.

Master Terms and Conditions

8


Exhibit B
VII.

CONFIDENTIALITY
Proprietary Information. The term ?Proprietary Information?
means any non-public information of a Party, in whatever form provided,
either marked as confidential or proprietary or which the Receiving Party
should reasonably understand to be confidential or proprietary, including
without limitation all information relating to a Party?s research,
development, technology, or business affairs that the Party treats as a
trade secret, or as proprietary or confidential information, whether now
or hereafter existing. For purposes of each Altamira Agreement, (a)
Altamira?s and its supplier?s Proprietary Information shall include, but
shall not be limited to, Altamira?s Intellectual Property Rights, Products,
Product Materials, formulas, source code, algorithms, methods, data,
know how, processes, designs, developmental work, marketing
requirements, marketing plans, customer names, prospective customer
names, third-party proprietary information included in the Products, and
all terms, conditions and pricing under each Altamira Agreement and any
benchmark or other performance information relating to the Products,
regardless of whether such information is marked as ?Proprietary
Information? and (b) Customer?s Proprietary Information shall include,
but shall not be limited to, the Customer Materials. Altamira?s
Proprietary Information also includes all Proprietary Information of any
third-party suppliers, business partners, or as otherwise provided under
any Altamira Agreement. The term ?Receiving Party? means a Party that
receives Proprietary Information from the other Party (the ?Disclosing
Party?).
Confidentiality Obligations. Receiving Party shall not use the
Disclosing Party?s Proprietary Information for any purpose unrelated to
any Altamira Agreement, and shall limit disclosure of Proprietary
Information to those of its employees, officers, directors, contractors,
agents and consultants with a need to know the Proprietary Information
so long as each of them are and remain contractually bound to obligation
of confidentiality for the benefit of Disclosing Party at least as restrictive
as set forth herein and that Receiving Party remains liable for any use or
disclosure of any Proprietary Information in violation of these Master
Terms. Each Party shall protect the other Party?s Proprietary Information
by using the same degree of care (but no less than a reasonable degree of
care) that it uses to protect its own Proprietary Information. The
obligations imposed by this Article VII shall survive termination of any
Altamira Agreement and shall continue in full force and effect with
respect to any Party?s Proprietary Information for so long as such Party
continues to treat such Proprietary Information as a trade secret, or as
proprietary or confidential information, as the case may be. Any
provision hereof notwithstanding, the obligations imposed by this
Article VI shall not apply to any Proprietary Information that: (a) is or
becomes publicly known through no fault of the Receiving Party; (b) was
developed independently by the Receiving Party, without any reference
to the Proprietary Information, prior to the date of disclosure; or (c) is
rightfully obtained by the Receiving Party from a third party entitled to
disclose the information without breach of these Master Terms, any
Altamira Agreement or other violation of an obligation of confidentiality
or nondisclosure. Receiving Party may also disclose Proprietary
Information to the extent required by law and a court or other
governmental authority of competent jurisdiction, provided that, if
legally permitted, Receiving Party promptly notifies Disclosing Party of
the disclosure requirement in advance and cooperates with Disclosing
Party (at the latter?s expense and at its request) to resist or limit the
disclosure. Without limiting the foregoing, Customer shall not, without
Altamira?s prior written consent, disclose to any third party the results of
benchmark or other performance tests run on the Products.
VIII. GENERAL TERMS
Contract Interpretation.
All headings in any Altamira
Agreement are included solely for convenient reference, and shall not
affect its interpretation. As used in the Altamira Agreement(s), (i) the
word ?including? means ?including but not limited to;? (ii) the word
?herein? means in any Altamira Agreement; (iii) the word ?and? includes
rev.2017.02.10

the words ?and? and ?or; (iv) references to the plural include the singular,
references to the singular include the plural; (v) the word ?hereunder?
means under any Altamira Agreement; and (vi) section or exhibit
references in these Master Terms or in any Altamira Agreement
(excluding these Master Terms) shall be deemed to be references to
sections in or exhibits to such Master Terms or Altamira Agreement
(excluding these Master Terms), as the case may be, except where
expressly indicated otherwise. If any provision of any Altamira
Agreement is determined by a court to be unenforceable as drafted, that
provision shall be construed in a manner designed to effectuate its
purpose to the greatest extent possible under applicable law, and the
enforceability of other provisions shall not be affected.
Notices. All notices sent under any Altamira Agreement shall
be in writing and: (a) hand delivered; (b) transmitted by fax to the number
designated for Notice by each Party; (c) delivered via email to
contracts@altamiracorp.com with read receipt; (d) by U.S. certified mail;
or (e) by overnight carrier. Notices shall be sent to the Parties? respective
addresses as indicated on the cover page, and in the case of Altamira, to
the attention of ?Contracts?. Such notices shall be deemed received (a) if
hand delivered, upon receipt, (b) if by fax or email, upon confirmation of
receipt; (c) if by U.S. certified mail, upon five (5) days of deposit; and
(d) if by overnight delivery, one business day after deposit with the
overnight carrier.
Relationship of the Parties.
Nothing in the Altamira
Agreement(s) shall be construed as creating a partnership, joint venture
or agency relationship between the Parties, or as authorizing either Party
to act as agent for the other or to enter into contracts on behalf of the
other. Neither Party shall represent that it has any authority to assume or
create any obligation, express or implied, on behalf of the other Party,
nor to represent the other Party as agent, employee, franchisee, or in any
other capacity.
Assignment and Delegation. Customer shall not assign any of
its rights or delegate any of its duties under any Altamira Agreement
without the prior written consent of Altamira. Any purported assignment
in contravention of this Section 8.4 is null and void. A transfer of a
controlling interest of Customer shall be deemed an assignment for
purposes of this subsection. Subject to the foregoing, any and all Altamira
Agreements shall bind and inure to the benefit of any successors or
assigns.
Modifications. Any Altamira Agreement may be modified or
amended only by a written agreement signed by all Parties and, if
Customer is an agency or instrumentality of the U.S. Government, in
accordance with the applicable GSA Contract and all applicable
provisions of the FAR and other applicable law.
Export. Customer acknowledges and agrees that the Products
and Licensed Output are subject to the export control laws and
regulations of the United States, including the Export Administration
Regulations (?EAR?), and regulations of the U.S. Department of
Treasury, Office of Foreign Asset Controls and that Customer shall
comply with such laws and regulations. Without limiting the
foregoing, Customer shall not, without prior U.S. government
authorization, export, re-export, or transfer any Altamira Products and
Services or Licensed Output, either directly or indirectly, to any country
subject to a U.S. trade embargo (e.g., without limitation, Cuba,
Iran, North Korea, Sudan, and Syria) or to any resident or national of any
such country, or to any person or entity listed on the ?Entity List? or
?Denied Persons List? maintained by the U.S. Department of Commerce
or the list of ?Specifically Designated Nationals and Blocked Persons"
maintained by the U.S. Department of Treasury, or anyone listed as
debarred. In addition, the Products and Licensed Output may not be
exported, re-exported, or transferred to an end-user engaged in activities
related to weapons of mass destruction. Such activities include activities
related to: (1) the design, development, production, or use of nuclear
materials, nuclear facilities, or nuclear weapons; (2) the design,
development, production, or use of missiles or support of missiles

Master Terms and Conditions

9


Exhibit B
projects; and (3) the design, development, production, or use of chemical
or biological weapons.
Force Majeure Event. Altamira shall be excused from
performance for any period during which, and to the extent that it or its
contractors is prevented from performing any obligation, in whole or in
part, as a result of causes beyond its reasonable control, including acts of
God, strikes, lockouts, riots, acts of war, terrorism, epidemics,
communication line failures, and power failures.
Counterparts and Exchanges by Fax. Any Altamira Agreement
may be executed simultaneously in two (2) or more counterparts, each of
which shall be considered an original, but all of which together shall
constitute one and the same instrument. The exchange of a fully executed
Altamira Agreement (in counterparts or otherwise) by fax or email shall
be sufficient to bind the Parties to the terms and conditions of such
Altamira Agreement.
Publicity. Customer agrees that Altamira may announce
publicly that Customer and Altamira have entered into an Altamira
Agreement. Customer agrees that (i) Altamira may use Customer as a
reference, which may include phone references and include Customer?s
name on a customer reference list that Altamira may provide to potential
customers of Altamira?s Products; (ii) that Altamira may include
Customer?s name in its sales presentations, trade shows exhibits and web
sites, and (iii) subject to Customer?s prior written consent, Altamira may
use Customer?s name and logo and the relationship between the Parties,
as a success story for publication (including for case studies and white
papers). If Customer is an agency or instrumentality of the U.S.
Government, this Section 8.9 is limited as set forth in GSAR 552.203-71
to the extent that such regulation is incorporated into any applicable GSA
contract.
Governing Law.
The interpretation of each Altamira
Agreement shall be governed by the laws of the Commonwealth of
Virginia without regard to its conflict of laws principles. Any disputes
under any Altamira Agreements shall be brought exclusively in any the
state courts located in the Commonwealth of Virginia, and the federal
courts located in Virginia, and the Parties hereby consent to the personal
jurisdiction and venue of such courts. This provision shall not apply
where Customer is any agency or department of the U.S. Government.
THE PARTIES HEREBY WAIVE ITS RESPECTIVE RIGHT TO TRIAL BY JURY,
UNDERSTANDING THAT DUE TO THE COMPLEX NATURE OF THE DEALINGS
BETWEEN THEM, JURY TRIAL WOULD NOT BE REASONABLE NOR
APPROPRIATE.

Injunctive Relief. If Customer is an agency or instrumentality
of the U.S. Government this Section 8.11 shall not apply. Customer and
Altamira acknowledge and agree that either Party may be irreparably
damaged if the other Party violates its obligations under Article I or
Article VII, or both, and the non-breaching Party may not have an
adequate remedy in that case. The Parties agree, therefore, that the nonbreaching Party may be entitled, in addition to other available remedies,
to an injunction restraining any actual, threatened or further violation of
the other Party's obligations under Article I or Article VII, or both, or any
other appropriate equitable order or decree.
Waiver. If Customer is an agency or instrumentality of the U.S.
Government this Article IV shall not apply. No waiver under any
Altamira Agreement shall be valid or binding unless set forth in writing
and duly executed by the Party against whom enforcement of such waiver
is sought. Any such waiver shall constitute a waiver only with respect to
the specific matter described therein and shall in no way impair the rights
of the Party granting such waiver in any other respect or at any other time.
Any delay or forbearance by either Party in exercising any right
hereunder shall not be deemed a waiver of that right.
Entire Agreement. Subject in all respects to the terms and
conditions of any applicable GSA contract, any Altamira Agreement,
including any exhibits attached thereto (including these Master Terms)
and any Sales Orders executed thereunder, sets forth the entire agreement
and understanding between the Parties with respect to the subject matter
rev.2017.02.10

thereof and, except as specifically provided herein, supersedes and
merges all prior oral and written agreements, discussions and
understandings between the Parties with respect to the subject matter
thereof.
IX.
DEFINITIONS
In addition to any terms defined elsewhere in these Master Terms or in
any Altamira Agreement, the following capitalized terms as used herein
shall have the meaning ascribed to them below.
?Authorized Applications? shall mean: (a) if an applicable
Sales Order does not specify a Program/Organization/Network, websites
and other products or services offered by Customer to end users; and (b)
if an applicable Sales Order specifies a Program/Organization/Network,
websites and other products or services offered by Customer (or, if
applicable, the specified third party) to end users through such
Program/Organization/Network. Authorized Applications do not include
third-party websites or other third?party products or services through
which the Products, Licensed Output, or products/services referenced in
(a) or (b) may be displayed or accessed.
?Authorized Employees and Contractors? shall mean: (a) in
such circumstances where a Sales Order does not specify a particular
Program/Organization/Network for a Product, Customer?s employees
and contractors and; (b) in circumstances where a Sales Order does
specify that a Product is limited to a specific Program/Organization/
Network (whether an internal Customer Program/Organization/Network
or a third-party Program/Organization/Network on whose behalf
Customer has ordered such Product (a ?Third-Party Program/
Organization/Network?)), employees and contractors of Customer or the
Third-Party Program/Organization/Network who are providing services
to such Program/Organization/Network.
?Authorized Users? shall mean the number of persons
permitted to use the applicable Product as specified for each Product
licensed in each applicable Sales Order.
?Customer Materials? shall mean the information, content, data
and materials used by Customer with, and provided by Customer to be
processed by, the Products.
?Documentation? shall mean Altamira?s then current help
guides and manuals published by Altamira and made generally available
by Altamira for the applicable Products.
?Fees? shall mean the fees set forth in any Sales Orders.
?Hosted Services Agreement? shall mean an agreement entered
into by and between Customer and Altamira pursuant to which Altamira
provides Customer access to certain Altamira hosted services, which
agreement incorporates by reference these Master Terms and all Sales
Orders executed under such agreement.
?Intellectual Property Rights? shall mean all copyrights and
other rights in works of authorship, patent rights, mask work rights, trade
secret rights, trade mark and service mark rights, database protection
rights and other intellectual and proprietary rights in any and all
jurisdictions and all registrations therefor.
?License Agreement? shall mean an agreement entered into by
Customer and Altamira pursuant to which Altamira provides Products to
Customer, which agreement incorporates by reference these Master
Terms and all Sales Orders executed under or in connection with such
agreement.
?Licensed Output? shall mean all data and information
obtained by Customer through any use of the Products, including
(1) confidence and relevance scores describing references in text;
(2) character range offsets describing substrings in the input text
associated with locations; (3) latitude and longitude coordinates for
locations, (4) metadata describing locations and references to them, and
(5) images derived from the Products.
?Altamira Agreement? shall mean a License Agreement or a
Hosted Services Agreement that Altamira and Customer have entered
into and includes, for avoidance of doubt, all Sales Orders executed
thereunder or in connection therewith.

Master Terms and Conditions

10


Exhibit B
?Altamira Appliance? shall mean the Altamira-branded
appliance, including hardware, software and data, provided under a
License Agreement.
?Altamira Hosted Service? shall mean the Altamira service(s)
offered under a Hosted Services Agreement.
?Party? shall mean any party to the applicable Altamira
Agreement and any other party bound thereby or obligated thereunder
pursuant to the terms and conditions thereof.
?Product Materials? shall mean any written materials,
including Documentation and training materials, provided by Altamira to
Customer.
?Products? shall mean the products and services provided or
licensed by Altamira to Customer under any executed Altamira

rev.2017.02.10

Agreement, including hardware, software and/or services.
?Program/Organization/Network? shall mean the program,
business, division, organization, and/or network specified in a Sales
Order for a certain Product.
?Sales Order? shall mean (i) a document issued by Altamira
and signed by both Parties specifying specific Products ordered by
Customer and associated pricing and term or (ii) a document ordering
Products submitted by Customer and accepted by Altamira as evidenced
by the issuance of an in invoice that references a document issued by
Altamira specifying such Products and associated pricing and term.
?Term? shall mean the term applicable to such Product as
defined and set forth in the Sales Order or otherwise in the Altamira
Agreement applicable to such Product.

Master Terms and Conditions

11


COMMERCIAL PRICING LIST

Sales Order Pricing Sheet
The following Products and Services are governed by and incorporated into those applicable Altamira Agreements as
entered into between the Parties, including the Altamira License Agreement, Maintenance and Support Agreement, and
Altamira?s standard Master Terms found at http://www.altamiracorp.com/index.php/products/.
All licenses are purchased on a subscription basis for a thirty-six (36) month term. The first year license includes
maintenance and support for that year in accordance with the Maintenance and Support terms outlined in Exhibit A. For
months 13-24 and 25-36, Altamira will bill for the maintenance and support per named user. If Customer requests additional
users to sync with existing agreement and license, no credit will be given for unused portion of maintenance and support
during the first year period, regardless of length.

Lumify Version 2.5 HANA or SQL Platform
Minimum User Maximum User
1 - *PILOT ONLY* includes mock set-up (up to 10 hours)

5
100
101+
Enterprise
*minimum of 5 named users per purchase

Price Per User*
$2,999
$2,500
Custom Pricing

Maintenance & Support**
Pilot to last no longer than 90 calendar days
Included in 1st year, 20% annual for Years 2 & 3

Lumify Version 2.5 Recorded Futures Platform
Minimum User Maximum User

Price Per User*

1
*PILOT ONLY*
5
50
51
100
101+
Enterprise
*minimum of 5 named users per purchase

Free
$1,750
$1,500
Custom Pricing

Maintenance & Support**
Pilot to last no longer than 15 calendar days
Included in 1st year, 20% annual for Years 2 & 3
Included in 1st year, 20% annual for Years 2 & 3

Recorded Futures Platform Feature Differences
? Ontology designed specifically for RF data, no modifications
? Workspaces are read only; data cannot be added manually
? No external analytics available
? Lumify connected directly to Recorded Future data service. No additional information can be added.
?

Pricing Notes
*
Per User Pricing is current as of the date on this Agreement and may escalate annually, up to 20% depending on
market variations, enhancements, and other variables.
**
Maintenance and Support Pricing is current as of the date on this Agreement and may escalate annually, up to 20%
annual increase depending on market variations, enhancements, and other variables.

Lumify Training Pricing
-

Daily rate of $5,000 per day, plus all travel costs and any printed or media costs appropriately burdened.

Customer to provide all equipment at their site. Class size limited to 10 users.

-

Lumify Customization Services (Hourly)
-

Engineer T&M rate of $250 per hour for all customization services

-

Lumify Help Desk Services (Hourly)
-

Help Desk T&M rate of $175 per hour for help desk inquiries above the 3 non-priority software issues granted
with the license.

Pricing good as of 2017.Feb, Subject to Change

Commercial Pricing