THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE [“I ACCEPT”] BUTTON OR BY ACCESSING OR USING THE SECURITY SERVICES (the “Effective Date”). BY CLICKING ON THE [“I ACCEPT”] BUTTON OR BY ACCESSING OR USING THE SECURITY SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE [“I DECLINE”] BUTTON. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SECURITY SERVICES. ON2IT Inc., a company having a principal place of business at 7300 Lone Star Drive, Suite C200, Plano, TX 75024 (“ON2IT” or the “Company”) and the legal entity or individual that has access to or use of the Security Services (“Customer” or “you” and, together with ON2IT, the “Parties”) hereby enter into this End User Services Agreement (“EUSA”). 1. Definitions. 1.1 “Agreement” means this EUSA by and between the Parties, including any exhibits, schedules, appendices, or other policies (including ON2IT’s Privacy Statement) referenced herein. 1.2 “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Security Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Security Services have been purchased. 1.3 “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Security Services. 1.4 “Documentation” means user manuals and other instructional documentation, in any form or medium, provided by ON2IT regarding the Security Services. 1.5 “Intellectual Property Rights” means all intellectual property rights, including rights in any patent, patent application, trademark (whether registered or unregistered), trademark application, trade name, service mark (whether registered or unregistered), service mark application, copyright (whether registered or unregistered), copyright application, trade secret, confidential information, know- how, process, technology, development tool, ideas, concepts, design right, moral right, data base right, methodology, algorithm or invention. 1.6 “Law” means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncement having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those promulgated, interpreted or enforced by any governmental or regulatory authority, and any order of a court or governmental agency of competent jurisdiction in effect as of the Effective Date and as they may be created, implemented, enforced, enacted, newly interpreted, amended, changed or modified from time to time. 1.7 “Order” means a written order form, purchase order, or similar document for Security Services submitted to, and approved, by ON2IT or a Reseller. 1.8 “Reseller” means a reseller or distributor that makes products and services other than the Security Services available to you and combines such offerings with the Security Services. 1.9 “Security Services” means all or any part(s) of any services provided by or at the direction of ON2IT and the associated documentation relating to each of them together with any other future services and related documentation developed by ON2IT or Third-Party Suppliers and which ON2IT may permit you to use pursuant to this Agreement. All such services shall be made available in accordance with and shall be used and subject to ON2IT’s then current standard terms and applicable service level agreements, as amended by ON2IT from time to time. 1.10 “Service Description” means the written description, specifications, features, and literature provided by ON2IT for the Security Services from time to time. The Services Description is the sole and dispositive source for describing the performance, capabilities, and features of the Security Services. 1.11 “Subscription Period” means the period that Security Services are provided to you through your relationship with a Reseller. 1.12 “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Security Services. 1.13 “Third-Party Suppliers” means third party providers of Third-Party Products. 2. Services. 2.1 General. Customer may purchase the Security Services through an Order. The terms and conditions in this Agreement shall govern and, where in conflict, supersede all Orders regarding Customer’s access and use of the Security Services. ON2IT will provide Security Services following receipt of a valid Order. This Agreement shall continue from the Effective Date and for the Subscription Period. 2.2 Licenses. During the Subscription Period, (a) the Customer is hereby granted a nonexclusive, nontransferable license to access and use the purchased number of copies of Security Services; and (b) ON2IT is hereby granted worldwide, royalty-free, non-exclusive licenses to use, copy, modify, host, distribute and publish Customer Data as necessary to provide the Security Service. No rights are granted to the Customer other than as expressly set forth in this Agreement. 2.3 No Other Licenses; Restrictions. ON2IT’s entering into and performing the Agreement will not be deemed to assign or license (except the licenses expressly set forth above) any Intellectual Property Rights of ON2IT to Customer or any third party. Customer agrees not to, and will not allow any third party to: (i)publish any results of any benchmark tests run on the Security Services or any components thereof; (ii) perform any penetration or load testing without prior written consent; (iii) use the Security Services to build a competitive product or service, or copy any ideas, features, functions, or graphics; (iv) use the products contrary to the intended purpose, including to send spam or violate any applicable Laws; (v) attempt to gain unauthorized access to the Security Services or its related systems or networks; and (vi) use the Security Services to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs. 2.4 Customer Responsibilities. Customer will comply with all applicable laws in using the Security Service. Customer warrants that the Customer Data will not give rise to any claims by a third-party, including claims relating to infringement, obscenity, libel, slander, defamation or violations of rights privacy, publicity or other third-party rights. ON2IT will have no duty to monitor Customer Data. If ON2IT determines that any Customer Data fails to comply with the terms of this Agreement, in addition to any other available remedies, ON2IT may, at its sole discretion and without liability to Customer, without judicial order and without prior notice to Customer, terminate or suspend the Security Services or delete or refuse to include the relevant Customer Data. As between ON2IT and Customer, Customer will, at its expense, be solely responsible and liable for its use of the Security Services, including obtaining any necessary broadcast, rebroadcast or retransmission rights or permissions, and other third-party consents, required for such use. Customer will (i) implement and maintain policies and practices relating to the retention, backup, data restoration, purging, wiping, disposal, security and confidentiality of any Customer Data it stores, processes or possesses in connection with the Security Services that are adequate and appropriate in light of the nature of the use of the Security Services and consistent with best practices in the market in which Customer conducts its business, (ii) upon request, promptly provide copies of such to ON2IT or Reseller at ON2IT’s direction, and (iii) promptly notify ON2IT or Reseller at ON2IT’s direction of any changes to such policies. 2.5 ON2IT Responsibilities. ON2IT will provide certain support for the Security Services, as further described in the SLO (“Service Level Objectives”). ON2IT may process and store Customer Data in the United States, the European Economic Area, or in other countries and territories and may transfer and access Customer Data from other countries, including where ON2IT has operations. ON2IT reserves the right to manage bandwidth or route traffic across the Internet in a commercially optimal way, provided such actions do not compromise ON2IT’s obligations under this Agreement. 2.6 Implementation. ON2IT is not responsible for any services related to the implementation, configuration or use of the Security Services by Customer, unless otherwise agreed upon by ON2IT and Customer under a separate written agreement. As between Customer and ON2IT, any professional services purchased by Customer from a Reseller is subject to the agreement between Customer and such reseller for such services, without any recourse to ON2IT. 3. Payment. Customer shall pay ongoing periodic fees to use the Security Services in accordance with the timeframes and other terms and conditions set forth in its agreement with a Reseller. 4. Ownership. All Intellectual Property Rights in the Security Services and any materials provided by ON2IT including the Documentation and any copies, improvements, derivative works or other derivations thereof (collectively, “IP Deliverables”) are the exclusive property of ON2IT. Customer will not attempt to (a) obtain or construct any copies of the Security Services (other than the object code of any Security Services made available by ON2IT); (b) modify the Security Services or the Documentation; (c) reverse engineer or otherwise attempt to access the source code of the Security Services; (d) sublicense or otherwise use the Security Services or the Security Services for the benefit of any third party; (e) use the Security Services in violation of Law; or (f) utilize the Security Services to store or process personally identifiable information of individuals, credit card information or other comparable data. Customer will implement commercially reasonable measures to protect against unauthorized access to or use of the Security Services. Customer retains Intellectual Property Rights in the Customer Data. 5. Service Improvements. Customer will reasonably cooperate with ON2IT’s efforts to improve the Security Services and will provide in writing or otherwise communicate to ON2IT all ideas or suggestions it may have regarding such improvements (“Customer Input”). In addition, ideas, works of authorship or other intellectual property relating to the Security Services may be developed by the Parties jointly (“Joint IP” and, together with Customer Input, “Collaboration IP”). In consideration of ON2IT’s undertakings herein, Customer agrees to assign, and does hereby assign, to ON2IT all Intellectual Property Rights it may have in such Collaboration IP and agrees to execute such further documents and take such further actions as ON2IT may reasonably request to implement and perfect this assignment. 6. Third-Party Products. ON2IT will not be responsible for any impact on the implementation, receipt or performance of the Security Services caused by servers or other Third-Party Products or services used by Customer to access the Security Service. Any assistance by ON2IT to achieve a workaround or other solution to delays or system deficiencies caused by such factors may be subject to additional charge. 7. Warranties. Each Party represents and warrants that: 7.1 it has full capacity and authority and all necessary consents to enter into and to perform this Agreement and to grant the rights and licenses referred to in this Agreement and that this Agreement represents a binding commitment on it; and 7.2 it will comply with all applicable Laws in the performance of its obligations under this Agreement. In the case of ON2IT, its compliance obligation is limited to such Laws of general applicability to the IT and cybersecurity services industry, and does not extend to any Laws applicable to specific industries or standards (e.g., PCI-DSS), except where otherwise expressly agreed by ON2IT in writing. 7.3 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, ON2IT MAKES NO REPRESENTATION OR WARRANTY OF OR ABOUT THE SECURITY SERVICES. TO THE EXTENT PERMITTED BY LAW, ON2IT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT, TITLE THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND QUALITY, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ON2IT WILL CREATE ANY OTHER WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OR EXTENT OF ON2IT’S OBLIGATIONS HEREUNDER. ON2IT makes no representation, warranty, or commitment of any kind with regard to any Reseller or Third-Party Supplier’s compliance with the terms and conditions (e.g., confidentiality, compliance with law) of this Agreement. Customer acknowledges that Third-Party Suppliers or ON2IT may modify the Security Services, or may release a new version of the Security Services at any time and for any reason, including to address customer needs or otherwise address competitive demands, to respond to a Law, or to advance innovation in its Security Service offerings. ON2IT or Third-Party Suppliers may from time to time add new features or functionality to, or remove existing features or functionality from, the Security Services they provide or make available. ON2IT makes no representations or warranties or commitments of any kind concerning the Security Services or their use, accuracy, function or ownership and shall not be liable in any manner for any representation or warranty or commitment of any kind whether express or implied or collateral or whether arising by operation of law or otherwise. Customer acknowledges that portions of the Security Services are provided by Third Party Suppliers whose performance is not warranted or guaranteed by ON2IT. Reseller is not authorized to make any warranty, guarantee, representation or condition, whether written or oral, on behalf of ON2IT. Reseller shall be solely responsible for any representations and warranties for the Security Services given by Reseller and Customer’s sole remedy for any violation of any such representations and warranties is against Reseller. 7.4 Any and all specifications, descriptions, photographs, measurements, capacities or illustrations contained in any price lists, brochures, leaflets, proposals, advertising matter, publications of ON2IT or a Third Party Supplier are intended to be illustrative and approximate only and shall not form part of the Agreement or constitute a representation, warranty or condition regarding any Security Services, unless specifically agreed by written agreement between ON2IT and Customer. No employee or agent of ON2IT has any authority to make any representation regarding the Security Services. Customer acknowledges that it has not been induced to accept this Agreement by any representations or statement, oral or written, not expressly contained herein. 7.5 No forbearance, delay or indulgence by either Party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that Party, nor shall any waiver of its rights operate as a waiver of any subsequent breach, and no right, power or remedy herein conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to that Party, and each such right, power or remedy shall be cumulative. 8. Indemnification and Limitation of Liability 8.1 Indemnification. Customer will indemnify, defend and hold harmless Company, the suppliers, and their affiliates, and their directors, officers, employees and agents, from and against any and all claims, demands, actions, causes of action, damages, loss, deficiency, cost, liability and expense, including reasonable attorneys’ fees and amounts paid in settlement, resulting from any claim by a third-party, suit, action or proceeding connected with or relating to (a) any content provided by Customer or its sublicensees; (b) any website maintained by Customer or its sublicensees (including any activities or aspects thereof or commerce conducted thereon); (c) Customer or its sublicensees’ use of the Security Services (d) any claims or allegations based on a representation or warranty by Customer with respect to the Security Service; (e) any breach of Customer’s covenants, representations and warranties under this EUSA that results in Company’s liability; (f) any termination or suspension, for whatever reason, of Security Services by ON2IT; (g) that any Security Services was defective or failed to perform as committed by a Reseller, excluding claims by you of ON2IT-branded services to the extent arising under this Agreement; (h) ON2IT’s failure to perform commitments made to you by a Reseller, excluding claims by you of ON2IT-branded services to the extent arising under this Agreement; (i) the violation of the Law of any jurisdiction resulting from use of the Security Services by Customer or its sublicensee. Company will give Customer prompt written notice of any such claim, and Customer will have the exclusive right to defend any claim and make settlements thereof at its own discretion. Company may not settle or compromise such claim, except with prior written consent of Customer. At Customer’s cost, Company will give such assistance and information as Customer may reasonably require to settle or oppose such claims. Customer will not enter into any settlement of any claim that imposes liability or restrictions on Company without the prior written approval of Company. 8.2 Limitation of Liability. (a) WITH THE EXCEPTION OF (A) CUSTOMER’S PAYMENT OBLIGATIONS (B) CUSTOMER’S INDEMNIFICATION OBLIGATIONS, AND (C) A VIOLATION OF ON2IT’S INTELLECTUAL PROPERTY RIGHTS, EITHER PARTY’S TOTAL LIABILITY FOR ANY AND ALL LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO, AND SHALL UNDER NO CIRCUMSTANCES EXCEED, IN THE AGGREGATE, THE ACTUAL AMOUNTS PAID BY CUSTOMER TO ON2IT OR A RESELLER FOR THE SECURITY SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE, EXCLUDING ANY TAXES, AMOUNTS PAID BY ON2IT TO THIRD PARTY SUPPLIERS, AND ANY REFUNDS OR CREDITS RECEIVED BY CUSTOMER. (b) IN NO EVENT WILL ON2IT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL COSTS OR DAMAGES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL ON2IT BE LIABLE FOR ANY DOWNTIME COSTS; LOST BUSINESS, REVENUES, LOSS OF GOODWILL, OR LOST PROFITS; DAMAGES FOR FAILURE TO REALIZE EXPECTED SAVINGS; SHARE PRICE DECLINES, REDUCTION IN BUSINESS VALUE, OR LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA; OR SOFTWARE RESTORATION COSTS, WHETHER OR NOT ON2IT WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH COSTS, EXPENSES, OR DAMAGES. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED AS EXCLUDING OR LIMITING EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY EITHER PARTY’S NEGLIGENCE. EACH PARTY ACKNOWLEDGES THAT THESE ALLOCATIONS OF LIABILITY WERE AN ESSENTIAL ELEMENT IN ON2IT AND CUSTOMER ENTERING INTO THE AGREEMENT AND AGREE THAT SUCH ALLOCATION OF LIABILITY IS REASONABLE AND APPROPRIATE GIVEN THE NATURE OF THE AGREEMENT. 9. Miscellaneous 9.1 Survival. The provisions pursuant to Sections 4, 7, and 8 shall survive termination of this EUSA. 9.2 Force Majeure. Neither Party shall be liable for any delay in performance or failure to perform its obligations (other than payment obligations) under this Agreement due to any cause outside its reasonable control. Such delay or failure shall not constitute a breach of this Agreement and the time for performance of the affected obligation shall be extended by such period as is reasonable. 9.3 Assignment. Neither Party may assign this Agreement or any benefits or interests arising under this Agreement without the prior written consent of the other Party; provided however that either Party may assign any or all of its obligations and rights under this Agreement to one of its affiliates or to an entity that succeeds to all or substantially all of the business or assets of that Party without the prior written consent of the other Party. Should either Party purport otherwise to assign this Agreement in contravention of this section, then this Agreement shall be deemed to terminate immediately on such assignment. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto, their respective successors-in-interest, legal representatives, heirs and assigns. 9.4 Severability. If any of the provisions or part of a provision of this Agreement is judged to be illegal or unenforceable, the remainder will continue in full force and effect unless the substantive purpose of this Agreement would be frustrated by this, in which case either Party may terminate this Agreement forthwith on giving written notice to the other. Where any provision of this Agreement is deemed unenforceable under any applicable local Laws, then the offending part shall be deemed excised from this Agreement and replaced by equivalent provisions with the same effect to the fullest extent possible and permitted by such local Laws. 9.5 Governing Law. This Agreement and any court proceedings shall be governed by the laws of the United States and the State of New York, exclusive of the provisions governing conflict of laws. 9.6 Arbitration. The Parties will submit all disputes arising under this Agreement to arbitration in [New York City, New York] before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the Parties, except that such arbitrator shall be an attorney admitted to practice law New York. No Party will challenge the jurisdiction or venue provisions as provided in this Agreement. 9.7 Other. The EUSA sets forth the entire agreement and understanding of the Parties relating to the Security Services and supersedes all prior and contemporaneous oral and written agreements. Headings have been included for convenience only and shall not be used in construing any provision herein. Nothing contained in any Order or other document submitted by Customer shall in any way add to or otherwise modify the Agreement or any ON2IT license program terms under which an Order is submitted. The terms of this Agreement or other referenced documents may be updated by ON2IT from time to time without notice (but will be identified by the last updated date) and may be reviewed anytime at [EUSA WEB ADDRESS]. Customer’s continued access to and use of the Security Services constitutes acceptance of the then-current terms.