Licensee may order the Appliance (the “Appliance”), Bricata packaged computer programs in object code form (the “Software”), as well as Maintenance and Support Services (“Maintenance Services”) and the BTX Feed (“BTX Feed”) described on the applicable Licensor quotation issued by Licensor (“Order”) to Licensee (or a Reseller who is approved by Licensor (“Reseller”)) by submitting to Licensor or a Reseller, as the case may be, a purchase order The Order is subject to acceptance by Licensor. The purchase order provided by the Licensee shall, state: (i) Licensee’s contact information/shipping instructions; (ii) identification of the Appliance and Software ordered; (iii) the price required by Licensor; (iv) the Maintenance Services ordered. The BTX Feed is available only where Maintenance Services are ordered. No other terms and conditions on the purchase order shall apply.

Notwithstanding anything to the contrary herein, if any term within the purchase order is inconsistent with or supplementary to this Agreement or the Order, then any such contradictory or supplemental terms or conditions. The Order, if and when accepted by Licensor, shall be a firm commitment for Licensee to pay the price(s) required by Licensor for Appliance, Software and the Maintenance Services (including the BTX Feed).

1. AGREEMENT:
Pursuant to the terms and conditions of this Agreement, Bricata shall grant to Licensee referenced on the Order, a non-exclusive, non-transferable, license to use the Appliance and Software, together with the documentation accompanying the Appliance, Software. As part of Maintenance Services, and subject to payment to Bricata of the applicable fees, Bricata will provide the BTX Feed as well customer support for user issues and questions available on a return communication basis as outlined in the Maintenance Services terms and conditions (“Maintenance Services T+C”).

2. PAYMENT:
The price to be paid by Licensee for the Appliance and Software, and any Maintenance Services (including the BTX Feed) are listed on the Order. Payment is due and payable upon acceptance of this Agreement. Overdue accounts shall be charged interest at the rate of two percent (2%) per month or the maximum lawful amount, whichever is less, and Licensee shall be responsible for attorney’s fees associated with collection of overdue payments.

3. RESTRICTED USE:
Licensee may make back-up or archival copies of the Appliance, and Software provided that Licensee reproduces all confidentiality and proprietary notices on each of these copies and maintains an accurate record of their location. Licensee agrees, that Bricata retains all exclusive right, title, interest and ownership in and to the Appliance, Software and BTX Feed and the Maintenance Services components and related documentation and all derivative works, modifications, and extensions thereto, no matter by whom such is created as well as any patent, trademark or copyrights associated with the Appliance, Software and BTX Feed and components and the Maintenance Services and, all derivative works, modifications, and extensions thereto and its related documentation. In the event any suc derivative works, components, modifications, and extensions of the Appliance, Software and BTX Feed and the Maintenance Services provided by Bricata, or documentation do not fall within the specifically enumerated works that constitute works made for hire under the applicable copyright or patent laws, Licensee hereby, on its own behalf and on behalf of any entity that it is contracting with, irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such works to Bricata, including, without limitation, all copyright, patent rights, trade secrets, trademarks, moral rights and all other applicable proprietary and intellectual property rights. Licensee may only use the Appliance, Software and BTX Feed and the Maintenance Services for its internal use and may not use the Appliance, Software and BTX Feed and the Maintenance Services as part of a hosted, leased or subscription service for the benefit of any third party. Licensee will not copy, translate, modify, decompile, disassemble, reverse engineer or adapt the Appliance, Software and BTX Feed and the Maintenance Services except as specifically authorized under applicable law or by Bricata in writing. All rights not specifically granted hereunder are reserved to Bricata.

4. WARRANTY:
Bricata warrants that the medium on which the Software is furnished will be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of delivery to Licensee. Any other defects are subject to the terms of the Maintenance Services T+C Bricata will replace any Software media that fails to meet this limited warranty. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, TO LICENSEE, ITS CUSTOMERS OR ANY OTHER PARTY, FOR APPLIANCE, SOFTWARE AND BTX FEED AND THE MAINTENANCE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, OR AGAINST LATENT DEFECTS. BRICATA SPECIFICALLY DENIES ANY IMPLIED OR EXPRESS REPRESENTATION THAT THE APPLIANCE, SOFTWARE AND BTX FEED AND THE MAINTENANCE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR WILL PROVIDE AN ADEQUATE DEFENSE AGAINST MALWARE, VIRUS OR OTHER INTRUSIONS OR DATA THEFT OR UNAUTHORIZED DISCLOSURE. THE APPLIANCE, SOFTWARE AND BTX FEED AND THE MAINTENANCE SERVICES ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE OR RESALE AS IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, WHERE ANY FAILURE OF THE APPLIANCE, SOFTWARE AND BTX FEED AND THE MAINTENANCE SERVICES COULD LEAD DIRECTLY TO SIGNIFICANT PROPERTY OR DATA LOSS OR DISCLOSURE, FINANCIAL INJURY DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE ("HIGH RISK ACTIVITIES"). ACCORDINGLY, BRICATA, ITS LICENSORS AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. LICENSEE AGREES THAT LICENSOR AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF THE APPLIANCE, SOFTWARE AND BTX FEED AND THE MAINTENANCE SERVICES IN SUCH APPLICATIONS.

5. DATA COLLECTION:
Bricata may collect and use (a) in the event that the Licensee opts in through the Software (or otherwise), user experience data, metadata of events and payload data in an anonymized fashion (“Anonymized Data”), for purposes of Bricata’s customers and Bricata may use such Anonymized Data for other purposes or distribute such data to third parties without restrictions; and (b) but not distribute, technical information about Licensee’s devices, files, networks, systems, software, and peripherals (“Technical Data”), for the purpose of exclusively supporting the Licensee (and its affiliates) In the course of using the Appliance, Software and BTX Feed and the Maintenance Services, Licensee, not Bricata, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use and transferability to Bricata of all such data, and Bricata shall not be responsible or liable for the Licensee’s or Bricata’s deletion, correction, destruction, failure to protect, damage, loss or failure to store any such data. Bricata reserves the right to establish or modify its general practices and limits relating to storage of such data. Bricata reserves the right to delete or destroy any or all such data periodically. Bricata privacy and security policies may be viewed from time to time at https://www.bricata.com/eula/.

Bricata reserves the right to modify its privacy and security policies from time to time.

6. METHOD OF DELIVERY:
To the extent that Bricata determines that such will be delivered, the Software and the Maintenance Services, as well as all future program and documentation enhancements to the Software and the Maintenance Service sand patches or updates for error corrections is and will be delivered electronically only; no tangible medium for the Software, whether for back up or any other purposes is, nor will be, transferred or delivered to the Licensee.

7. INDEMNITY:
(a) Indemnity. If an action is brought by a third party against Licensee claiming that the Software infringes a patent or copyright of a third party, Bricata will defend Licensee at Bricata’s expense and, subject to this Section and Section 8, pay the damages and costs finally awarded against Licensee in the infringement action, but only if (1) Licensee notifies Bricata promptly upon learning that the claim might be asserted, (2) Bricata has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (3) Licensee takes no action that, in Bricata’s judgment, is contrary to Bricata’s interest. (b) Alternative Remedy, If a claim described in Section 7(a) may be or has been asserted, Licensee will permit Bricata, at Bricata’s option and expense, and as the sole and exclusive remedy of Licensee to (1) procure the right to continue using the Software or Services, (2) replace or modify the Software or Services to eliminate the infringement while providing materially equivalent functionality, or (3) accept the return of the Software or Services and refund to Licensee an amount equal to the pro-rata portion of license price actually paid by Licensee over the period the Software or Services could not be used. THE INDEMNITY UNDER SECTION 7 SHALL BE THE SOLE AND EXCLUSIVE OBLIGATION OF BRICATA FOR ANY CLAIM OF INFRINGEMENT.

8. NO CONSEQUENTIAL DAMAGES:
IN NO EVENT WILL BRICATA OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS BE LIABLE FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS, SOFTWARE AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, LICENSEE DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON LICENSEE’S CLAIMS OR THOSE OF ITS LICENSEES ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, OR OTHERWISE, IN CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH BRICATA OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SPECIFIC APPLIANCE OR SOFTWARE THAT DIRECTLY CAUSED THE DAMAGE FOR A PERIOD OF SIX MONTHS PRIOR TO SUCH CLAIM. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.

9. TERMINATION AND ASSIGNMENT:
Bricata may terminate this Agreement, upon reasonable notice and without judicial or administrative resolution, if Licensee or any of Licensee’s employees or consultants breach any term or condition hereof. This Agreement will terminate automatically if Licensee becomes insolvent or enters into bankruptcy, suspension of payments, moratorium, reorganization or any other proceeding that relates to insolvency or protection of creditors’ rights. Upon the termination of this Agreement for any reason, all rights granted to Licensee hereunder cease, and Licensee will destroy all copies of the Software and related documentation. The provisions of Sections 3, 7, 8, 9, 10,12 and 13 will survive the termination of this Agreement. Licensee shall not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without Bricata’s prior approval.

10. U.S. Government Rights:
The Appliance, Software and BTX Feed and the Maintenance Services and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other commercial end users pursuant to the terms and conditions herein.

11. COMPLIANCE WITH LAWS:
Licensee shall carry out the transactions contemplated hereby and shall otherwise deal with the and Software and Services, in conformity with all applicable laws, rules, and regulations of all governmental authorities, including, without limitation, the Export Administration Act, and shall obtain all permits and licenses required in connection with the license, installation, or use of the Appliance, Software and BTX Feed and the Maintenance Services. The Appliance, Software and BTX Feed and the Maintenance Services may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The Licensee acknowledges and agrees that the none of the underlying information, Appliance, Software and BTX Feed and the Maintenance Services or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Licensee agrees to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Software or Services may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Licensee shall only use the Appliance, Software and BTX Feed and the Maintenance Services in a manner that complies with all applicable laws, including but not limited to the Health Insurance Portability and Accountability Act -- Office for Civil Rights U.S. Department of Health and Human Services http://www.hhs.gov/ocr/hipaa/, the Financial Services Modernization Act (GLB) 15 U.S. Code §§ 6801-6810 http://www.ftc.gov/privacy/glbact/glbsub1.htm, the Final Rule on Privacy of Consumer Financial Information 16 Code of Federal Regulations Part 313 https://www.ftc.gov/enforcement/rules/rulemaking-regulatory-reform-proceedings/privacy-consumer-financial-information, the Fair Credit Reporting Act (FCRA) 15 U.S. Code §§ 1681-1681u http://www.ftc.gov/os/statutes/031224fcra.pdf, and the Fair Debt Collections Practices Act (FDCPA), 15 U.S.C. §§ 1692-1692 http://www.ftc.gov/bcp/edu/pubs/consumer/credit/cre27.pdf

12. MISCELLANEOUS:
All notices or approvals required or permitted under this Agreement must be given in writing and shall be sent to the addresses on the Order. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by Bricata. No amendment, modification or change of this Agreement will be valid unless in writing and signed by an authorized representative of the party to be bound and which references or incorporates by reference this Agreement. The terms and conditions of this Agreement shall control, supersede and replace in their entirety any pre-printed terms or other terms on any of Licensee’s purchase orders, work orders, or similar document (other than the terms provided in the Order). This Agreement will bind Licensee’s successors-in-interest. This Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, USA. Bricata shall not be liable for any failure to perform or delay in performing any of its obligations under this Agreement during any period in which performance is directly or indirectly impaired or delayed by circumstances beyond its reasonable control, including without limitation acts of God, strikes, lockouts, explosion, sabotage, embargo, the intervention of any government authority, terrorist attacks, strikes or other labor disputes, military conflicts, insurrections, civil unrest, or any other act or failure to act of a governmental authority or any party not engaged by the party impaired or delayed, accidents, epidemics, fire, flood, earthquakes, windstorm, severe weather conditions, or other national disasters, or inability to obtain necessary materials, components or services. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless Bricata in good faith deems the unenforceable provision to be essential, in which case Bricata may terminate this Agreement effective immediately upon notice to Licensee. Except for payment obligations hereunder, neither party shall be responsible for delays or failures in performance resulting from acts reasonably beyond the control of that party. This Agreement, the Maintenance T+C along with any Exhibits and the Order, constitutes the complete and entire statement of all conditions and representations of the agreement between Bricata and Licensee with respect to its subject matter and supersedes all prior writings, representations, warranties or understandings. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

IN WITNESS WHEREOF, the parties hereto have caused this Product License Terms and Conditions to be executed, agreed and Delivered by clicking agree.