Cloudentity End User License Agreement This License Agreement (the "Agreement") is an agreement between you (both the individual installing the Product and any legal entity on whose behalf such individual is acting) (hereinafter "You" or "Your") and Syntegrity Networks Inc. dba Cloudentity. (hereinafter "Cloudentity"). If you are downloading or using the software on behalf of an entity, you represent that you have the authority to act on behalf of and bind such entity to this evaluation end user license agreement CLICKING “I ACCEPT”, TAKING ANY STEP TO SET-UP, USE OR INSTALL THE PRODUCT CONSTITUTES YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF YOU SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF YOU HAVE ORDERED THIS PRODUCT SUCH ORDER IS CONSIDERED AN OFFER BY YOU, CLOUDENTITY’S ACCEPTANCE OF YOUR OFFER IS EXPRESSLY CONDITIONAL ON YOUR ASSENT TO THE TERMS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. THIS AGREEMENT SUPERSEDES ANY PREVIOUS VERSIONS. IF THESE TERMS ARE CONSIDERED AN OFFER BY CLOUDENTITY, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT, YOU MUST RETURN THIS PRODUCT WITH THE ORIGINAL PACKAGE AND THE PROOF OF PAYMENT TO THE PLACE YOU OBTAINED IT FOR A FULL REFUND. Section 1 Definitions 1.1 “Agreement” means this End User License Agreement and the Order Form. 1.2 “CIAM” means Customer Identity Access Management (CIAM) 1.3 “Cloudentity” means Syntegrity Networks, Inc., a Virginia corporation doing business as Cloudentity. 1.4 “Documentation” means user manuals, technical manuals and any other materials provided by CLOUDENTITY, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software. 1.5 “Effective Date” means the effective date specified on the Order Form. 1.6 “Instance” is a single operating or executed copy of software. MicroServices (MSI) and MicroPerimeter (MPI) platforms are licensed and priced by Instances. 1.7 “Intellectual Property Rights” means any and all now known or hereafter known tangible and intangible U.S. and foreign: (a) rights associated with works of authorship, including copyrights and moral rights (or other similar rights however denominated in any jurisdiction); (b) trademark, service mark, trade dress and trade name rights and similar rights; (c) trade secret rights; (d) patents, algorithms, designs and other industrial property rights; and (e) all other intellectual property or proprietary rights of every kind and nature throughout the world, however designated, whether arising by operation of law, contract, license or otherwise, and whether or not registered, and all claims, registrations, applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing). 1.8 “Licensee” means the entity identified on the Order Form. 1.9 “License Fee” has the meaning specified in Section 6 below. 1.10 “Licensed Materials” means the Licensed Software and Documentation. 1.11 “Licensed Software” means the software programs for which LICENSEE is purchasing a license from LICENSOR under this Agreement in object code form (as indicated in the Order Form), including all new releases, corrections, bug fixes, patches, upgrades enhancements and updates to such software, and all programs (includingThird Party Materials) made available in connection with foregoing or otherwise included or integrated with the foregoing. “Losses” means any Claims, settlements, judgments, awards, fines, penalties, sanctions, interest, liabilities, costs, damages, and/or expenses, including reasonable attorneys’ fees and disbursements and court costs. 1.12 “Order Form” means the Microsoft’s Commercial Marketplace Form specifying the License and Technical Services Level and to which this End User License Agreement is attached. 1.13 “MicroServices Instance (MSI)” means each running copy of a modular process service of the Licensed Software running (processing transactions or inspecting traffic). MSI’s are counted whether running on physical hardware or in a virtual environment. Through the duration of the Initial Term, only MSI running in a production environment shall be included toward the Licensed MSI number and Technical Support on the Order Form (non-production Instances are not included). 1.14 “MicroPerimeter Instance (MPI)” means each running copy of a modular process service of the Licensed Software running (processing transactions or inspecting traffic) an edge-protection sidecar solution for Licensee code/computes. MPI’s are counted whether running on physical hardware or in a virtual environment. Through the duration of the Initial Term, only MPI running in a production environment shall be included toward the Licensed MPI number and Technical Support on the Order Form (non-production Instances are not included). 1.15 “Party” means LICENSEE or CLOUDENTITY individually and together, “Parties.” 1.16 “Technical Support” means software support according the industry standard tiers Tier 0: Self-help support (UI or Wiki) Tier 1: First line of support (Resolution of User/Password problems) Tier 2: Administrator level support (Confirm Problem, research known solutions, Triage) Tier 3: Architect level support (Solution Design, Remediation, test solution in lower level environments) Tier 4: External Support (Product Code changes/fixes, development work) 1.17 “Technical Services Level” means the selective bundling of Tier 4 Technical Support services as to Essential, Enhanced or Premium levels as defined in the Technical Service Agreement (Exhibit A). Section 2 Grant of License Subject to the terms and conditions of this Agreement and conditioned upon LICENSEE’S payment of the License Fees, CLOUDENTITY grants LICENSEE a nonexclusive, nontransferable, nonsublicensable, limited license during the term of this Agreement to use the Licensed Materials solely for internal purposes as specified in the Order Form. Each running Instance of the Licensed Software must be licensed. LICENSEE runs an Instance of the Licensed Software by loading it into memory and executing one or more of its instructions. Once running, an Instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory. Section 3 Technical Support CLOUDENTITY shall provide the Technical Services Level specified in the Order Form on production systems only. No obligation of CLOUDENTITY to provide Technical Support shall survive termination of the license granted in this Agreement. Section 4 Omitted Section 5 Restrictions 5.1 The Licensed Material is made available solely in accordance with this Agreement. Without limiting the foregoing, any copying or redistribution of the Licensed Material is prohibited, including any copying or reproduction for further reproduction, or redistribution. Any unauthorized use, copying, or distribution of the Licensed Material is expressly prohibited by law, and may result in civil and criminal penalties. LICENSEE will have no right to receive or review the source code version of any portion of the Licensed Software. LICENSEE shall not distribute or resell the Licensed Materials in any form, nor use the Licensed Materials to construct any product to compete with the Licensed Software. The Licensed Software may include functionality that will render it non-operational upon expiration of the license. 5.2 LICENSEE shall not, directly or indirectly: (i) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the Licensed Software or any modified version or derivative work of the Licensed Software; (ii) remove or alter any copyright, trademark or proprietary notice in the Licensed Software; (iii) use the Licensed Software for third-party training, commercial time-sharing, service bureau or application services without the express written permission of CLOUDENTITY; (iv) attempt, or permit anyone else to, reverse engineer, decompile or modify any portion of the Licensed Software; (v) modify or create any derivative works based on the Licensed Software; and (vi) publish or make available to any third party any analysis of the results of operation of the Licensed Software, including performance benchmarking results. 5.3 Upon request, LICENSEE shall certify in writing to CLOUDENTITY that all use of the Licensed Software complies with the terms of this Agreement. LICENSEE hereby grants CLOUDENTITY, or an agent selected by CLOUDENTITY, the right to perform, during normal business hours, a reasonable audit of LICENSEE’S compliance with this Agreement. LICENSEE agrees to cooperate and provide CLOUDENTITY with all records reasonably related to its compliance with this Agreement. Section 6 License Fee 6.1 In consideration of the licenses granted hereunder, LICENSEE shall pay to CLOUDENTITY the fee(s) specified in the Order Form (collectively, the “License Fees”)using one of the payment methods we support, including direct payment or having Microsoft’s Commercial Marketplace process payments on CLOUDENTITY’s behalf. License Fees are exclusive of shipping, taxes and duties all of which shall be paid by Licensee. Payment obligations are non-cancelable and nonrefundable, and LICENSEE is responsible for paying all License Fee payable hereunder, regardless of partial or full utilization of the Licensed Materials. 6.2 LICENSEE shall reimburse CLOUDENTITY for all pre-approved, reasonable, documented out of pocket travel, lodging, meal and other expenses incurred by CLOUDENTITY in the course of performing its obligations hereunder. 6.3 All payments made by LICENSEE to CLOUDENTITY under this Agreement will be made in U.S. Dollars. Unless otherwise indicated, all payments due hereunder shall be payable by LICENSEE within thirty (30) days after receipt of CLOUDENTITY’s invoice and are subject to all terms contained in the invoice, including late payment fees. Section 7 Intellectual Property 7.1 The Licensed Software and the Documentation are licensed, not sold. CLOUDENTITY owns and retains title to the Licensed Materials, including all intellectual property rights therein. LICENSEE acknowledges that all intellectual property rights in the Licensed Software and the goodwill associated therewith are vested in and belong to CLOUDENTITY. CLOUDENTITY reserves any and all rights that are not expressly granted to the LICENSEE hereunder. 7.2 During the term of this Agreement, LICENSEE grants to CLOUDENTITY a nontransferable, nonexclusive license to reproduce and display LICENSEE’s logos, trademarks, trade names and similar identifying material so CLOUDENTITY may refer to LICENSEE as a user of the Licensed Software should CLOUDENTITY so desire, (e.g. website, press release, marketing materials). 7.3 CLOUDENTITY shall own all rights, title and interest, including all intellectual property or other proprietary rights, to any suggestions, ideas, feedback, improvements, recommendations, or other information created, conceived, or reduced to practice, by or on behalf of LICENSEE relating to the Licensed Materials. Section 8 Warranty and Limited Liability 8.1 CLOUDENTITY warrants that, (A) for a period of sixty (60) days, from the initial delivery of the Licensed Software to LICENSEE, the Licensed Software, if used by LICENSEE in accordance with the Documentation, shall operate in material conformity with the Documentation for such Licensed Software, and (B) CLOUDENTITY will perform the Technical Support obligations set forth in Exhibit A using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. 8.2 CLOUDENTITY does not warrant that the Licensed Software will meet all of LICENSEE’S requirements or that the use of the Licensed Software will be uninterrupted or error free. CLOUDENTITY’s entire liability, and LICENSEE’S exclusive remedy, under this limited software warranty shall be for CLOUDENTITY: (i) to attempt to correct through reasonable efforts, any reproducible material nonconformity discovered within the sixty (60) day warranty period; or (ii) to replace the nonconforming Licensed Software with Licensed Software which conforms to the foregoing warranty. 8.3 In the event CLOUDENTITY is unable to cure the breach of warranty described in Section 8.1(A), after attempting the remedies described in Sections 8.2(i) and 8.2(ii) above, LICENSEE’S sole and exclusive remedy, and CLOUDENTITY’S sole obligation, shall be to stop using the Licensed Software, terminate this Agreement and CLOUDENTITY shall refund a portion of the license and maintenance fees paid by LICENSEE to CLOUDENTITY for the Licensed Software. The refund of maintenance fees shall be limited to the amount representing the period during which the Licensed Software showed nonconformity. The above remedies are available only if CLOUDENTITY is promptly notified in writing, within the warranty period, upon discovery of the nonconformity by LICENSEE and CLOUDENTITY’S examination of the Licensed Software discloses that such nonconformity exists, and that the Licensed Software has not been (i) altered or modified other than by CLOUDENTITY; (ii) subjected to negligence, or computer or electrical malfunctions; or (iii) used, adjusted, or installed other than in accordance with the Documentation. 8.4 THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE LICENSED SOFTWARE, AND CLOUDENTITY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, ACCURACY, OR SYSTEM INTEGRATION, SOFTWARE WILL BE VIRUS-FREE, OPERATE UNINTERRUPTED, OR ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT AN IMPLIED WARRANTY OR CONDITION CANNOT BE DISCLAIMED, SUCH WARRANTY OR CONDITION IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD. 8.5 THE LICENSED SOFTWARE MAY COME BUNDLED OR OTHERWISE BE DISTRIBUTED WITH OPEN SOURCE OR OTHER THIRD PARTY SOFTWARE, WHICH IS SUBJECT TO THE TERMS AND CONDITIONS OF THE SPECIFIC LICENSE UNDER WHICH IT IS DISTRIBUTED. OPEN SOURCE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. 8.6 NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, CLOUDENTITY’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE LICENSED SOFTWARE SHALL NOT EXCEED THE TOTAL AMOUNT OF LICENSE AND MAINTENANCE FEES RECEIVED BY CLOUDENTITY FOR THE APPLICABLE SOFTWARE LICENSE DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE RELEVANT CLAIM AROSE. 8.7 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CLOUDENTITY SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.8 The Licensed Software is not designed or intended for high-risk applications or use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support, weapons systems or in any other device or system in which function or malfunction of the Licensed Software could result in death, personal injury or physical or environmental damage. Any such use or application by LICENSEE is outside the scope of this license and LICENSEE is not authorized to use the Licensed Software in any such application. Section 9 Indemnification for Infringement. 9.1 CLOUDENTITY will defend, indemnify and hold LICENSEE harmless from liability resulting from infringement by the Licensed Software of any third party’s U.S. patents, copyrights, trademarks, trade secrets or other proprietary rights, provided that (a) LICENSEE promptly notifies CLOUDENTITY of any threats, claims and/or proceedings related thereto; (b) LICENSEE gives CLOUDENTITY all reasonable assistance including, without limitation, providing information, documents and reasonable access to LICENSEE’S employees; and (c) CLOUDENTITY will have sole control of the defense and/or settlement thereof. LICENSEE will be entitled to participate in any such action or proceeding at its own expense, with counsel of its own choosing. 9.2 If CLOUDENTITY determines that the Licensed Software or any portion thereof is or may be subject to an infringement claim, CLOUDENTITY may, at its option, (a) procure for LICENSEE the right to continue using the Licensed Software or portion thereof (as applicable) in accordance with this Agreement; or (b) replace or modify such Licensed Software or portion thereof (as applicable) so it becomes non-infringing, but substantially equivalent in functionality and performance. If CLOUDENTITY determines, in its sole discretion, that neither of the remedies in this Section 9.2 are commercially practicable, the (a) LICENSEE shall cease use of the Licensed Software and delete all copies thereof, (b) CLOUDENTITY will refund to LICENSEE the amount of any prepaid fees that relate to the period after the date LICENSEE ceases use of the Licensed Software, and (c) this Agreement (and LICENSEE’S license rights) will automatically terminate upon LICENSEE’S receipt of such refund. 9.3 The indemnification obligations of CLOUDENTITY under this Section 9 shall not apply to the extent any infringement claim is based, in whole or in part, on (a) modifications to the Licensed Software made in whole or in part in accordance with LICENSEE’S specifications; (b) modifications made to the Licensed Software by LICENSEE after delivery by CLOUDENTITY; (c) the combination of the Licensed Software with other products, processes or materials not supplied by CLOUDENTITY, if the alleged infringement relates to such combination; or (d) LICENSEE’S continuation of allegedly infringing activity after CLOUDENTITY provides and implements modifications that would have avoided the alleged infringement when such modifications are not fully implemented. In addition, CLOUDENTITY’S obligations hereunder will not apply to the extent of any alleged infringement occurring after LICENSEE has received notice of such suit or proceeding or other communication alleging the infringement unless CLOUDENTITY has given written permission for continued use of the Licensed Software. THE PROVISIONS OF THIS Section 9 ARE IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED. THE REMEDIES SET FORTH IN THIS SECTION 9 CONSTITUTE CLOUDENTITY’S SOLE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR INFRINGEMENT. Section 10 Term and Termination 10.1 This Agreement and the licensed granted hereunder shall remain in effect for the term set forth in the Order Form unless earlier terminated as set forth in this Section 10. 10.2 CLOUDENTITY may terminate this Agreement immediately and without prior notice if LICENSEE fails to timely pay for the licenses to the Licensed Software and does not cure such failure to pay within 10 days of the effective delivery of a notice to cure such failure. 10.3 If either party commits a material breach of its obligations hereunder (other than payment of licensee fees, which is addressed in Section 10.2), the other party may, at its option, terminate this Agreement by written notice to the party in breach. Such notice shall identify and describe the breach upon which termination is based. The breaching party shall have thirty (30) days from the effective delivery of the notice to cure such breach, which, if affected, shall prevent termination by virtue of such breach. 10.4 Either party may terminate this Agreement immediately and without prior notice if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property. 10.5 All rights and licenses granted herein will simultaneously and automatically terminate upon termination of this Agreement for any reason. Upon termination of this Agreement, LICENSEE will either return to CLOUDENTITY or destroy all copies of the Licensed Materials then in LICENSEE’s possession or control. LICENSEE shall, within thirty (30) days after the date of such termination, furnish CLOUDENTITY with a certification of compliance. 10.6 Section 5, Section 7, Section 8, Section 9, Section 10, Section 12, Section 13, Section 14, Section 16, Section 17, Section 18, and Section 19 of this Agreement, as well as obligations for payment, shall survive the termination of this Agreement, and/or the licenses granted hereunder. Except as provided in Section 8.3 and Section 9.2, CLOUDENTITY shall have no obligation upon the termination of this Agreement to refund any portion of any License Fee. Section 11 Evaluation CLOUDENTITY may provide the Licensed Materials to LICENSEE for LICENSEE’S evaluation on a temporary basis for non-commercial use for a period of thirty (30) days (unless otherwise agreed by CLOUDENTITY). Subject to LICENSEE’S compliance with the terms and conditions of this Agreement, during the evaluation period CLOUDENTITY grants LICENSEE a cost free, nonsublicensable, nontransferable, nonassignable, nonexclusive, revocable license to use the Licensed Materials solely for LICENSEE’S internal evaluation purposes. Upon expiration or termination of the evaluation period, all licenses granted under this Section 11 shall terminate, and LICENSEE shall immediately return or destroy all copies of the Licensed Materials then in LICENSEE’s possession or control. LICENSEE ACKNOWLEDGES THAT ALL EVALUATION COPIES OF THE SOFTWARE AND DOCUMENTATION ARE PROVIDED FOR EVALUATION ONLY “AS-IS” WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Section 12 Software Export Controls The Licensed Software is subject to the U.S. Export Administration Regulations and the regulations of other jurisdictions (e.g. the European Union). Diversion contrary to applicable law is prohibited. Without limiting the foregoing, LICENSEE agrees that: (i) LICENSEE is not acting on behalf of any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States, the European Union or other applicable government body has prohibited export transactions (e.g. Iran, North Korea, Sudan and Syria.); (ii) LICENSEE is not acting on behalf of, any person or entity listed on a relevant list of persons to whom export is prohibited (e.g. the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, the U.S. Commerce Department Denied Persons List or Entity List); and (iii) LICENSEE will not use the Licensed Software for any purpose prohibited by applicable law. Section 13 Usage Data LICENSEE agrees that CLOUDENTITY may process technical and related information about LICENSEE’S use of the Licensed Software, which may include license number, online/offline license activation, license expiration, internet protocol address, hardware identification, operating system, application software, peripheral hardware, and nonpersonally identifiable Licensed Software usage statistics to facilitate the provisioning of updates, support, invoicing or online services. To the extent that this information constitutes personal data, CLOUDENTITY shall be the controller of such personal data. To the extent that it acts as a controller, each party shall comply at all times with its obligations under applicable data protection legislation. Section 14 Omitted Section 15 Entire Agreement and Severability THIS AGREEMENT AND THE ORDER FORM TO WHICH IT IS ATTACHED CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN LICENSEE AND CLOUDENTITY AND REPRESENTS THE ENTIRE UNDERSTANDING BETWEEN LICENSEE AND CLOUDENTITY WITH REGARD TO THE LICENSED MATERIALS. Any conflict or ambiguity between this Agreement and any other agreement between LICENSEE and CLOUDENTITY will be resolved by giving precedence to this Agreement. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that LICENSEE may use in connection with the acquisition or licensing of the Licensed Materials will have any effect on the rights, duties or obligations of the Parties under, or otherwise modify, this Agreement, regardless of any failure of CLOUDENTITY to object to such terms, provisions, or conditions. No amendment or modification of this Agreement or any provision or attachment of this Agreement shall be effective unless it is in writing and signed by both Parties. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby. Section 16 Governing Law and Forum The validity, construction and performance of this Agreement shall be governed by the substantive laws of the Commonwealth of Virginia, U.S.A. (excluding conflicts of law principles). LICENSEE and CLOUDENTITY agree that any dispute arising out of this Agreement shall be instituted in the United States District Court for the Eastern District of Virginia, Alexandria Division, or the courts of the Commonwealth of Virginia located in Fairfax County, Virginia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. If any legal action is undertaken to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which that party may be entitled. This Agreement specifically excludes the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. The Parties agree that the provisions of the Uniform Computer Information Transactions Act (“UCITA”), as it may have been or hereafter may be in effect in any jurisdiction, shall not apply to this Agreement, and the Parties waive any and all rights they may have under any laws(s) adopting UCITA in any form. Section 17 Government End Users The Licensed Software licensed under this Agreement is “commercial computer software” as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires the Licensed Materials subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires the Licensed Materials subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors. Contractor is Syntegrity Networks, Inc., d/b/a Cloudentity, 2815 2nd Ave, Suite 390, Seattle, WA 98121. Section 18 Assignment and Benefit Without the consent of the other party in writing, neither party may assign this Agreement; provided, however, CLOUDENTITY may assign this Agreement to another entity that acquires or has acquired substantially all of the stock or assets of CLOUDENTITY. This Agreement shall be binding upon and shall inure to the benefit of LICENSEE and CLOUDENTITY and each party’s successors, subject to the other provisions of this Section. This license is granted to LICENSEE only and as such does not permit LICENSEE to sell, lend, assign, lease or transfer in any other way any copy of the Licensed Software. Any transfer in violation of this provision is not permitted and may cause this EULA to be terminated with no refund of the licensing fee paid. Section 19 Notices; Counterparts 19.1 Any notices, requests and other communications under this Agreement will be in writing and will be delivered in person or sent by nationally recognized overnight courier service or by facsimile transmission or email (with confirmation of receipt) to the address, facsimile number or email address of each party set forth on the Order Form or as otherwise designated in writing from time to time by a party. Unless otherwise provided, notice will be effective on the date it is officially recorded as delivered, as evidenced by delivery receipt or equivalent. This Agreement may be executed and delivered by facsimile or email or other form of electronic signature, and upon receipt such transmission will be deemed delivery of an original. This Agreement may be executed in several counterparts each of which when executed will be deemed to be an original, and such counterpart will each constitute one and the same instrument and notwithstanding their date of execution will be deemed to be effective as of the Effective Date. Exhibit A Technical Support Agreement Table 1: Technical Service Levels at a glance Features Essential Enhanced Premium Updates/Bug Fixes X X X Penetration Testing (Cloudentity System) - Annual Semi-Annual Web Support X X X Email Support X X X Phone Support - X X Authorized Support Contacts 3 5 10 Accelerated Issue Resolution - X Business Review/Strategic Planning Annual Semi-Annual Quarterly Dedicated Support Engineer Coverage Add-On Add-On Add-On Response Time 4h 2h .25h Update Frequency 4h 2h 1h Coverage 12 x 5 24 x 7 24 x 7 Cloudentity Support follows an Information Technology Infrastructure Library (ITIL) service operation “follow the sun” model which defines the methodology for using service desks and support groups around the world to provide seamless 24/7 service. Sev 1 and Sev 2 Calls, incidents, problems and service requests are passed between Cloudentity Support groups in North America and Europe. Tickets are prioritized and worked according to severity level and update frequency as defined below. Table 2: Response and Update Times for Technical Support Severity Level Issue Description Committed Response2 Acknowledgment Window (Hours) Issue Update Frequency (Hours) Essential Enhanced Premium Essential Enhanced Premium 1 Application or System down1, most of the users unable to access, privacy or security breach 4h 2h .25h 8h 4h 1h 2 Functionality limited or not working correctly blocking full functionality of the system, security event analysis request 4h 2h 2h 8h 8h 4h 3 Minor Issue that impacts usability, Workaround provided or Configuration change request 48h 24h 4h N/A N/A N/A 4 Request for Enhancement (RFE) Unexpected behavior which may present a problem limited users impact. Client ticket request 48h 24h 12h N/A N/A N/A ¹ Limited to outages and incidents caused by unavailability of Iden6ty Access Management solu6on ² Response Times apply only to the extent that the Licensed So@ware is being used in accordance with the Documenta6on and in a produc6on environment that Clouden6ty has confirmed in wri6ng to Licensee is appropriate for the proper running of the Licensed So@ware. Clouden6ty will support requests for Issues not caused by the Licensed So@ware or review or recommend an environment that meets these requirements on an as-available basis at the rate of $265 per hour during Normal Working Hours unless otherwise provided in a designated statement of work. Client agrees to pay the Upli@ed Rate (rate+50%) for such services outside of Normal Working Hours. Furthermore, Licensee acknowledges that Clouden6ty’s ability to meet the response 6mes will require access to Licensee’s environment including, but not limited to: • Deployment topology including security related infrastructure. • CPU count and processing capacity. • Storage topology and speed including read and write opera6ons. • Network topology and speed. • Firewall and Security Group Configura6on • Command line access Licensee further acknowledges that Clouden6ty will require access to the output of its “collect support data” tool as well as any par6cular diagnos6c logging that is available or has been requested to be enabled and collected by Clouden6ty. Such tools will be deemed part of the Licensed So@ware hereunder and will only collect data pertaining to other components of the Licensed So@ware. Severity Levels, Response and Escalation Times Response and escalation times are determined by the level of Technical Support described on the Order Form (Premium, Enhanced or Essential) and the Severity Level. Severity Levels are defined as the condition of the system when the Licensee submits a support request, as follows: • “Critical” (Severity Level 1): The system is inoperative and Licensee’s inability to use the Licensed Software has a critical effect on its business operations. This condition is generally characterized by complete system failure and requires immediate correction. • “Major” (Severity Level 2): The system is partially inoperative but still usable by Licensee. The inoperative portion of the Licensed Software severely restricts Licensee’s operations but has a less critical effect than a Severity Level 1 condition. • “Minor” (Severity Level 3): The system is usable by Licensee, with little or limited impact to the function of the system. This condition is not critical and does not severely restrict overall Licensee’s operations. • “Enhancement Request” (Severity Level 4): The system is usable and the condition does not materially affect Licensee’s operations. These requests are mostly educational about how the Licensed Software could be improved to enhance Licensee’s experience and satisfaction. The following tables define the escalation times for Premium and Enhanced Support plan: Table 3: Escalation and Resolution Times for Premium Support Premium Support Escalation Resolution Times First Level Mgmt. VP of Eng. CEO Max time to Restore System Product Defect Resolution Time Severity Level 1: Critical 1 Hour 2 Hours 4 Hours 8 Hours Bug Fix/ Design Change Req. 15/25 days Severity Level 2: Major 4 Hours 1 Bus. Day 3 Bus. Days 12 Hours ¹ Severity Level 3: Minor N/A N/A N/A N/A ¹ Timeframe assumes workaround is in place for Severity 1 and Severity 2 issues. Table 4: Escalation Times for Enhanced Support Enhanced Support Escalation Times First Level Mgmt. VP of Eng. CEO Severity Level 1: Critical 8 Hours 2 Bus. Days 3 Bus. Days Severity Level 2: Major 8 Hours 3 Bus. Days 5 Bus. Days Problem Reporting and Status Licensee will have access to the status of reported problems and Knowledgebase through Cloudentity’s Support Portal. Additionally, Cloudentity support engineers will send updates to Licensee at the time intervals described in Tables 2 above. Telephone calls with Licensee and Cloudentity will occur on an as-needed basis including calls between management teams. Upgrades Updates and upgrades made generally available for the Licensed Software are provided under all support levels. Licensee is primarily responsible for the installation and deployment of updates and upgrades but may decline to install any update or major functional release that Cloudentity offers. Technical Support is provided for the latest version of the Licensed Software (including all upgrades and version releases) and one (1) prior major functional release (including all upgrades and version releases) of the Licensed Software. In the event that the Licensee has not installed a more current major functional release within a period of twenty-four (24) months of its availability, or becomes more than one major functional release behind and continues to decline to install those intervening major functional release(s), continued Technical Support for the version of the Licensed Software Licensee has installed will be provided only with a time and materials surcharge to the then current License Fee. On-Site Support On-Site Support is only available for Severity Level 1 (Critical) issues that cannot be resolved remotely. When this is the case, Cloudentity will send one of its support engineers or qualified partner to the Licensee site to assist with the issue. Licensee will be required to pay all travel related expenses if the issue is determined not to have been caused by a defect in the Licensed Software, is not repeatable, no longer exists or under reasonable circumstances could have been resolved remotely. Normal Working Hours Service Provider’s standard working week consists of M-F 7am – 7 pm PST. with an Uplifted Rate for services outside of those hours, including evenings (after 7pm), nights, weekends and holidays.