1.1. LICENSE GRANT. Subject to the terms and conditions of this Agreement, SecuPi hereby grants to
the End User, a non-exclusive, non-sublicensable right and license to use the on-premises version of
SecuPi’ application software product, as designated in the Order Forms ("License" and the “Software”
respectively) for internal business purposes only for the quantity of units in the Order. The End User will
be entiteled to use the the Software under the License in accordance with the Software specifications
and documentation supplied by SecuPi (the "Documentation").
For the purpose of this Agreement the term "Order Form" shall mean a purchase order or any other
ordering document or agreement that references this Agreement executed by SecuPi and End User for
the purchase of license to the Software by End User and will form part of this Agreement. Each Order
Form will indicate which type of License the End User will be granted.
1.2. RESTRICTIONS ON USE. Except as otherwise expressly provided in this Agreement, End User
shall not (and shall not permit any third party to): (a) sublicense, sell, resell, transfer, assign, distribute,
share, lease, rent, make any external commercial use of, use on a timeshare or service bureau, or use
in an application service provider or managed service provider environment, or otherwise generate
income from the Software; (b) copy the Software onto any public or distributed network, except for an
internal and End User cloud computing environment (such as Amazon Cloud); (c) cause the
decompiling, disassembly, or reverse engineering of any portion of the Software, or attempt to discover
any source code or other operational mechanisms of the Software (except where such restriction is
expressly prohibited by law without the possibility of waiver, and then only upon prior written notice to
SecuPi); (d) modify, adapt, translate or create derivative works based on all or any part of the Software;
(e) modify any proprietary rights notices that appear in the Software or components thereof; (f) use any
Software in violation of any applicable laws and regulations (including any export laws, restrictions,
national security controls and regulations) or outside of the license scope set forth in Section ‎1.1 ; or (g)
use the Software to (1) store, download or transmit infringing, libelous, or otherwise unlawful or tortious
material, or malicious code or malware, or (2)interfere with or disrupt the integrity or performance of
third party systems, or the Software or data contained therein, or (3) attempt to gain unauthorized
access to the Software or SecuPi' systems or networks. End User shall not export or re-export, directly
or indirectly, any Software or technical data or any copy, portions or direct product thereof (i) in violation
of any applicable laws and regulations, (ii) to any country for which any government, or any agency
thereof, at the time of export requires an export license or other governmental approval, including Cuba,
Libya, North Korea, Iran, Iraq, or Rwanda, without first obtaining such license or approval.
1.3. UNAUTHORIZED USE. End User shall notify SecuPi promptly of any unauthorized use of any
password or account or any other known or suspected breach of security or misuse of the Software.
End User is responsible for use of the Software by any and all employees, contractors, or other users
that it allows to access the Software.
1.4. MAINTENANCE AND SUPPORT. “Support” is defined as SecuPi' obligations to respond to support
requests as described in Exhibit A (Enterprise Support). “Maintenance” means SecuPi’ obligations
related to error resolution, bug fixes and the provision of updates and upgrades made generally
commercially available by SecuPi in its sole discretion, all as described in Exhibit A. SecuPi will provide
Maintenance and Support for the Software, for trial licenses, subject to payment of the Maintenance
and Support Fees, SecuPi will provide Support for the Maintenance and Support period set forth in the
Order Form, as it may be renewed (the “Maintenance and Support Term”).

2. CONFIDENTIALITY
2.1. SCOPE AND RESTRICTIONS. “Confidential Information” means all information of a party
(“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is designated in writing or
identified as confidential at the time of disclosure or should be reasonably known by the Receiving
Party to be confidential due to the nature of the information disclosed and the circumstances
surrounding the disclosure.