POV AGREEMENT This Proof of Value Agreement (“Agreement”) contains the exclusive terms and conditions between Moogsoft Inc., a Delaware corporation, (“Moogsoft”) and you (and the organization you represent) (“You” or “Evaluator”) with respect to, and it governs your testing, evaluation and use of, the software provided by Moogsoft (“Software”). By accessing the Software described herein, you are consenting to be bound by and are becoming a party to the terms and conditions of this Agreement. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS THE SOFTWARE. 1. Evaluation; Term. For a period of thirty (30) days (the “Term”), You may download and/or access the Software and test the Software’s functionality and look and feel, but only to test and evaluate the Software for its intended purpose internally within your organization. You will not rent, sell, lease or otherwise transfer or allow access to the Software or any part thereof or use it for the benefit of a third party. You will not reverse assemble, reverse compile or reverse engineer the Software, or otherwise attempt to discover any such Software source code or underlying Confidential Information (as defined below). Sections 2 and 4-5 of this Agreement will survive any expiration or termination of this Agreement. 2. Confidentiality. You acknowledge that, in the course of evaluating the Software, You will obtain information relating to the Moogsoft and the Software which is confidential in nature (“Confidential Information”). You agree that You will not disclose and will not use (except as expressly authorized by this Agreement) Confidential Information without the prior written consent of Moogsoft unless such Confidential Information becomes part of the public domain. For purposes hereof, the existence of this Agreement and any information related to the Software shall be Confidential Information. 3. WARRANTY DISCLAIMER. The parties acknowledge that the Software is provided “AS IS.” MOOGSOFT DISCLAIMS ALL WARRANTIES RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. 4. Limitation of Remedies and Damages. OTHER THAN FOR A BREACH OF SECTION 1 OR 2, NEITHER PARTY WILL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SOFTWARE OR TECHNOLOGY, OR FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (B) ANY OTHER AMOUNTS THAT EXCEED $5,000. 5. Equitable Relief; Miscellaneous. You acknowledge and agree that due to the unique nature of Moogsoft’ Confidential Information, there can be no adequate remedy at law for any breach of Your obligations hereunder, that any such breach may allow You or third parties to unfairly compete with Moogsoft resulting in irreparable harm to Moogsoft, and therefore, that upon any such breach or threat thereof, Moogsoft will be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law, without any obligation to post a bond. In the event that any of the provisions of this Agreement will be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer will be void and without effect. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions therein.