Silect Software, Inc. Software License Agreement PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE. BY CLICKING ON THE “ACCEPT” BUTTON, OPENING THE PACKAGE, DOWNLOADING THE PRODUCT, OR USING THE EQUIPMENT THAT CONTAINS THIS PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT INSTALLS AND USES THE SOFTWARE AND ANY PERSON OR ENTITY (E.G., SYSTEM INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT INSTALLS OR USES THE SOFTWARE ON ANOTHER PERSON’S OR ENTITY’S BEHALF. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD OR INSTALL THE PRODUCT. In this Software License Agreement: (i) “Silect Software” means Silect Software, Inc., an Ontario Corporation, with headquarters located at 6333 Rideau Valley Drive N. Manotick, Ontario Canada K4M 1B3. (ii) “Software” means computer programs (and their storage medium) supplied by Silect Software in which Silect Software has property rights and any user manuals, operating instructions, brochures and all other documentation relating to the said computer programs (the expression “Software” to include all or any part or any combination of Software). 1. LICENSE GRANT: Silect Software hereby grants you (the “Licensee”) the following non-transferable, non-exclusive, non-assignable rights provided that you comply with all terms and conditions of this License Agreement: (a) Installation and use. Licensee may copy, load, install, use, access, display and run the Software on a single computer, such as a server, workstation or other compatible device only for internal purposes of the Licensee. The Software is licensed on a “per User” basis as further defined herein. This Agreement allows you to copy, load, install, use, access, display and run additional copies of the Software for backup and disaster recovery purposes as needed.  User: For each User license granted, one individual user shall be authorized to (i) install the Software on one personal computer or one portable device, if applicable, and/or (ii) use the Software solely for the benefit of Licensee. In the event Licensee installs the Software on a network storage device, or a virtualized or shared environment (such as a Citrix server), a license is required for each individual user that may access and use the Software. Consultants and affiliates of Licensee may use the software solely for the benefit of Licensee, provided the original scope of the license is not exceeded.  Endpoint: An Endpoint is any server or workstation (physical or virtual) or network device defined to the Software’s database. Data may be collected by the Software from Endpoints via direct (agentless) connection or via a third party data source (such as Microsoft System Center Configuration Manager). The maximum number of Endpoints licensed determines the number of Endpoints which may be defined to the Software’s database. (b) If a license was issued to the Licensee for an evaluation period (the “Evaluation Period”), the Evaluation Period commences on the date of delivery of the Software to Licensee and ends upon the expiration of the evaluation key at no charge to the Licensee. LICENSEE EXPRESSLY ACKNOWLEDGES THAT THE SOFTWARE WILL BE RENDERED INOPERATIVE AFTER THIS EVALUATION PERIOD. (c) To use a product identified as an “Upgrade”, you must first be licensed for the Software as eligible for the Upgrade. After upgrading, Licensee may no longer use the product that formed the basis for Licensee’s upgrade eligibility. This License Agreement applies to updates or supplements to the original Software provided by Silect Software, unless we provide other terms along with the update or supplement. (d) Reservation of Rights. Silect Software reserves all rights not expressly granted to you in this License Agreement. 2. TITLE: The Software is protected by copyright and other intellectual property laws and treaties. Silect Software or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. 3. RESTRICTIONS: Licensee may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. Software identified as “Not for Resale” or “NFR,” may not be resold, transferred or used for any purpose other than demonstration, test or evaluation. Except as expressly authorized under this Agreement, Licensee is prohibited from: (a) using the Software on behalf of third parties; (b) renting, leasing, lending or granting other rights in the Software including rights on a membership or subscription basis; and (c) providing use of the Software in a computer service business, third party outsourcing facility or service, service bureau arrangement, network, or time sharing basis. 4. CONFIDENTIAL INFORMATION: The Software provided to the Licensee constitutes confidential information and trade secrets of Silect Software and/or its licensors. Licensee shall use the same degree of care to avoid disclosure as the Licensee employs with respect to its own confidential information. Any Silect Software designations, logos, trade names or trade-marks on the Software shall not be removed or altered. 5. PRIVACY: In order to activate a licensed copy of the Software, you may be required to connect to the Silect Software web service using a valid email ID. Silect Software will not knowingly disclose this personally identifiable Information to third parties unless required to do so in order to comply with any valid legal process, such as a search warrant, subpoena, statute, court order, or if necessary or appropriate to address an unlawful or harmful activity. 6. NO WARRANTY: NO WARRANTY EXPRESSED OR IMPLIED IS INCLUDED. Silect Software does not warrant that the use of the Software will be uninterrupted or that the operation of the Software will be error-free. All implied and statutory warranties are hereby disclaimed. 7. MAINTENANCE AND SUPPORT: “Maintenance and Support Services” are available at a separate fee and are not included in Software license fees. Maintenance and Support Services includes all updates to the Software licensed, including all bug fixes and major releases to the actual product licensed for a period of 1 year. Maintenance and Support Services also includes electronic and/or telephone-based technical support with a maximum four (4) hour initial response time during the hours 8AM to 5PM EST Monday to Friday, Canadian business days. Licensee will be invoiced annually for renewal of such Maintenance and Support Services. 8. LIMITATION OF LIABILITY: IN NO EVENT SHALL SILECT SOFTWARE BE LIABLE TO THE LICENSEE FOR ANY SPECIAL, DIRECT, INDIRECT INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, DAMAGE TO PROPERTY OR LEGAL FEES, PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF THE SOFTWARE, OR ANY WORK OR SERVICE PROVIDED BY SILECT SOFTWARE OR ITS EMPLOYEES. 9. TERMINATION: Without prejudice to any other rights, Silect Software may terminate this License Agreement immediately if Licensee does not abide by the terms and conditions of this License Agreement or is in breach of any of its terms. Upon such termination, Licensee shall either remove all copies of the Software from its computer system(s) and either return to Silect Software the Software, including any related documentation in Licensee’s possession and the media on which the Software was delivered to Licensee or destroy all copies of the Software if obtained electronically. IF LICENSEE FAILS TO COMPLY WITH THE TERMS OF THIS PARAGRAPH, SILECT SOFTWARE MAY COMMENCE LEGAL PROCEEDINGS AGAINST LICENSEE FOR BREACH OF THIS AGREEMENT. 10. GENERAL PROVISIONS: In the event any provision of this Agreement shall not be enforceable, the remainder of this Agreement shall remain in full force and effect. The Licensee shall have no right to sub-license, assign or transfer the Software or assign any rights under this Agreement, without prior written consent of Silect Software. This Agreement shall be governed in accordance with the laws of the province of Ontario, Canada. Licensee agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties are not agents or legal representatives of each other. Paragraphs 2, 4, and 8 shall survive termination of this Agreement. This Agreement is the entire agreement between the parties in regard to the use of the Software by Licensee, and may be modified only with the written consent of both parties. The terms and conditions of any purchase order or other ordering document issued by Licensee in connection with the use of the Software which is in addition to or inconsistent with the terms and conditions of this Agreement shall not be binding on Silect Software and shall not modify this Agreement. This product may contain software developed by and licensed from XHEO Corporation (). You need to agree to the terms to access this download.